Sample Articles of Incorporation and By-Laws
Sample Articles of Incorporation & By-Laws
The By-Laws are the rules from which your club will work. By-Laws should be patterned around your
Articles of Incorporation in order to be consistent and compatible with your articles. In other words, you
don't want your By-Laws to say one thing and your articles to say another. Articles of Incorporation are
designed to be brief. By-Laws then follow, elaborating the points covered lightly or simply not included
in the articles. The basic sections generally omitted from articles, and needing coverage in the By-Laws,
are the sections on management authority, conduct and order of business, and inclusion of various
committees. It is suggested you look at the current ApHC rulebook for additional ideas on how to
format your articles and By-Laws and what you may or may not want to include.
** Sample **
Articles of Incorporation
ARTICLE I: The name of this corporation is _________. The principal office for the transaction of
business of this club shall be located at _________. The (name of club) shall have, and continuously
maintain, corporation status in the State of _______ as a registered office and agent.
ARTICLE II: The purposes for which the corporation is organized are:
To promote the Appaloosa horse in _________ country, cooperate with and aid in every way the ApHC,
and to abide by the Rules and Regulations printed in the current Official Handbook of the Appaloosa
Horse Club.
Subject to the restrictions set forth in these Articles of Incorporation, to engage in other lawful activities,
none of which shall be for profit, for which corporations may be organized under the (name of country)
Corporation Law.
ARTICLE III: The affairs of the corporation shall be managed by its Board of Directors. The number of
Directors shall be ____. The Board of Directors shall be elected by the members at the annual meeting
of the corporation to be held on such a date as the By-Laws may provide, and shall hold office until
their successors are respectively elected and qualified. Directors shall be elected to serve a ____ year
term. Only active members of (name of club) in good standing shall be entitled to nominate or vote in
elections of Directors. (Your club may wish to incorporate additional responsibilities for the Directors in
Article III. However, by putting in a sentence such as, "The corporation may, in its By-Laws, confer
powers upon its Board of Directors in addition to the foregoing", it will allow for your club to add
responsibilities in the By-Laws.)
ARTICLE IV: Any amendment, restatement or other alteration of these Articles of Incorporation
adopted in accordance with the procedures and other provisions set forth in the (name of country)
Corporation Law shall be submitted to the members of the corporation in good standing for approval by
means of a mail ballot and shall not be approved effective unless approved by at least ____ of the votes
cast.
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