ARTICLES OF ORGANIZATION
OF THE
PROFESSIONAL ARMED FORCES RODEO ASSOCIATION
I. ORGANIZATION
I, the undersigned natural person of the age of twenty-one years or more, acting as incorporator of an organization under the New Mexico non-profit organization Act, adopt the following Articles of organization for such organization.
II. NAME
The name of this organization is the Professional Armed Forces Rodeo Association.
III. DURATION
The duration of this organization is perpetual.
IV. PURPOSES
The purposes for which this organization is organized are:
A.First and foremost is to provide a forum for competition that allows competitors with a military affiliation, be it past or present, to come together under that common bond for recreation, the development and enjoyment of friendship and camaraderie and to celebrate that military heritage and cowboy way of life as we compete in the sport of rodeo.
B.To act as a non-profit, non-political and non-denominational organization for the purpose of rodeo as a sport, striving at all times to insure honesty and fairness to both the contestants and the producers; to create an amicable relationship between committees, stock contractors and contestants; and to sanction and advertise rodeos being sponsored in accordance with Association standards.
C.To cultivate interest and promote understanding to the public of the sport of rodeo, with emphasis upon the military cowboy and cowgirl around the world.
V. MEMBERSHIP
Membership in the organization and the assessment of regular and special dues shall be determined by the Directors from time to time and set forth in the By-Laws.
VI. VOTING RIGHTS
Each member of the organization shall be entitled to one (1) vote. One-tenth (1/10) of the members of the organization entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of members. Except as otherwise provided herein, a majority of the votes entitled to be cast on a matter to be voted upon by the members present shall be necessary for the adoption of the manner.
VII. AMENDMENT
These Articles of organization may be amended by the affirmative vote of two-thirds (2/3) of the members entitled to vote on each such amendment.
VIII. INITIAL OFFICE AND AGENT
The address of this organization's registered office is PAFRA, 218 P.R. 4882, Azle, Tx. 76020
IX. COMMON DIRECTIONS-.TRANSACTIONS BETWEEN ORGANIZATIONS
No contact or other transaction between this organization and one or more of its directors or any other organization, firm, association, or entity in which one or more of its directors are directors or officers financially interested, shall be either void or violable because of such relationship or interest, or because such director or directors are present at the meeting of the Board of Directors, or a committee thereof which authorizes, approves or ratifies such contracts or transactions, or because his or their votes are counted for such purpose if: (a) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract of transaction by vote or consent sufficient for the purpose without counting the votes or consents of such interested director; or (b) the fact of such relationship or such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent: or (c) the contract or transaction is fair and reasonable to the organization. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or committee thereof which authorizes, approves, or ratifies, such contracts or transaction.
X. RENUMBERATION OF DIRECTORS, OFFICERS AND OTHERS
In governing and regulating the affairs of the organization, the Board of Directors herein named shall receive no part of the net earnings of the organization and no part of the net earnings shall inure to the benefit of, or be distributable to, any of its members, directors, trustees, officers or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in these Articles.
XI. DISSOLUTION
Upon the dissolution of the organization, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the organization, dispose of all of the assets of the organization exclusively for the purpose of the organization in such manner, or to such organization or organizations organized and operated exclusively as an exempt organization under Section 501(c)(7) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law, as the Board of Directors to be and remain a non-profit organization for all purposes as provided by the laws of the State of New Mexico and the appropriate provisions of the taxation laws of the United States of America.
