Sec 1.             The name of this corporation shall be:

 

“North Dakota Buffalo Foundation, Inc.”

 

Incorporated under the laws of the State of North Dakota on March 19, 1991 for a period of perpetual duration.

 

Sec 2.             The principal place of business of this corporation shall be Jamestown, North Dakota

 

Sec 3.             The registered office and principal place of business of this corporation is 500 17^th St SE, Jamestown, North Dakota.

 

Sec 4.             The registered agent of this corporation in Neil Weatherly, Jamestown, North Dakota.

 

 

 

(a) To create, develop, preserve and maintain, for the benefit and enjoyment of tourists, an attraction featuring live buffalo in and around Jamestown, North Dakota, and to collect, preserve and restore historical items peculiar to the history and development of the State of North Dakota, and to display and explain the same in an interpretive center.

 

(b) To purchase, take, receive, lease, take by gift, devise, or bequest, or otherwise acquire, own hold, improve, use and otherwise deal in and with real property or any interest therein, wheresoever situated.

 

(c) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets.

 

(d) This corporation shall have all general powers now granted or hereafter granted to such corporation by law.

 

(e) This corporation shall have the power to do all and everything necessary, suitable and proper to the accomplishment of any of its purposes, or the attainment of any of the objectives or furtherance of any of the powers herein set forth, either alone or in association with other corporations, firms or individuals, and to do every other act or acts, thing or things, incidental or pertinent to or growing out of or connected with the aforesaid projects and purposed. This corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

 

(f)   To establish Bylaws, and make all rules and regulations for the management of the corporate affairs not inconsistent with the Articles of Incorporation or the laws of the State of North Dakota.

 

 

Sec 1.             No capital stock shall be issued and no dividends or payments of any type shall inure to the benefit of any private person or individual.

 

Sec 1.             The members of this corporation, for any calendar year, shall be those persons who are interested in fostering and promoting tourism featuring live buffalo and the history and development of North Dakota in the preceding year, and those perpetual members as may be designated by the Board of Directors.

 

 

Sec 1.             The Board of Directors shall hold an annual meeting each year. Time and place to be set at the first directors meeting in Marchor such time or place as designated by majority of the Board of Directors. At such meeting the membership shall elect directors, to serve for three (3) year periods until their successors shall be elected and qualified.

 

Sec 2.             Any and all business of this corporation may be brought before the annual meeting of the membership and acted upon then without any special notice of the same being given.

 

Sec 3.             If, for any reason, an annual meeting shall not be held, the election of directors shall be held in accordance with Article 8 – Section 1 of these Bylaws.

 

Sec 4.             The Executive Committee as composed of the members in accordance with Article 6 –Section 8 of these Bylaws is empowered to call special meetings of the Board of Directors.

 

Sec 5.             The President, or in his absence, the Vice President, shall preside at all such meetings.

 

 

Sec 1.             The business and property of the corporation shall be managed by a board of not less than 9 directors or no more than 11 directors, who shall be elected by the members.

 

Sec 2.             The Directors shall be elected for terms ranging from three (3) years and until their successors are elected and qualified for three year terms.

 

Sec 3.             The regular meetings of the Directors shall be determined by the board of Directors.

 

Sec 4.             Special meetings of the Board of Directors, to be held where designated in the notice may be called by the Executive Committee. By unanimous consent of all the directors, special meetings of the board may be held without notice at any time or place.

 

Sec 5.             A quorum for the transaction of business at any regular or special meeting of the Board of Directors shall consist of half the total number of board members plus one.

 

Sec 6.             Vacancies in the Board of Directors may be filled by the remaining Directors at any regular or special directors meeting for the unexpired term of the vacated directorship.

 

Sec 7.             At each annual member’s meeting the Directors shall submit a statement of the business done during the preceding year, together with a report of the general financial condition of the corporation, and of the condition of the tangible and intangible property.

 

Sec 8.             The Executive Committee shall consist of the President, Vice President, Secretary-Treasurer and Immediate Past President. The Executive committee is empowered to conduct the routine business of the associations between meetings of the Board of Directors. The Executive Committee is empowered to call special meetings of the Board of Directors. Two (2) members of the Executive committee shall constitute a quorum of that committee.

 

Sec 9.             When the majority or more members of the Board of Directors shall vote to refer any matter of policy of new commitment to the membership of the Corporation, a statement of the matter in question together with a brief summary of the reasons for an against its adoption shall be submitted to the membership.

 

 

Sec 1.             The officers of the Board of Directors shall be a President, Vice President, Secretary, Treasurer, Immediate Past Presidentand such other officers as may be necessary for the conduct of the business of the corporation, to be elected annually. All officers must be members of the Board of Directors. The office of Secretary and Treasurer may be held by the same person.

Sec 2.             The President shall preside at all Directors and membership meetings; shall have the general supervision over the affairs of the corporation and over the other officers; shall sign all written contracts of the corporation, and shall perform all such other duties as are incident to his office. In case of the absence or disability of the President, his duties shall be performed by the Vice President.

 

Sec 3.             The Vice President shall perform such duties as may be assigned to him by the Board of Directors. In case of death, disability of absence of the President, he shall perform and be vested with all the duties and powers of the President.

Sec 4.             The Secretary-Treasureror a person designated by the boardshall issue notices of all Directors meetings and shall attend and keep the Minutes of the same and of the Executive Committee meetings; shall have charge of all the corporate books, records, and papers; shall be custodian of the corporate seal; shall attest with his signature and impress with the corporate seal, all written contracts of the corporation; shall perform all such duties as are incidental to his office.

 

Sec 5.             The Secretary-Treasurer shall have custody of all Money and Securities of the corporation and shall give bond, if required by the Board of Directors, and with such sureties as they may require, conditioned upon the faithful performance of the duties of his office. He shall keep regular books of account and shall submit them together with all his vouchers, receipts, records and other papers to the Directors for their examination and approval as often they may require, and shall perform all such duties as are incidental to his office.

 

 

Sec 1.             A nominating committee of at least three (3) persons shall be appointed by the President not later than March 1^st of each year. Nominations shall be made for each individual director vacancy. Nominations may be made 30 days prior to the announced Annual Meeting by petition signed by 10 members of the corporation. The Secretary-Treasurer will make notice of annual meeting in the National Buffalo Museum newsletter. Ballots are to be returned to be tabulated prior to the annual meeting. All ballots will instruct the Board of Directors to cast a vote at the annual meeting for the candidate indicated. Any member not voting by mail ballot proxy may cast his vote in person at the annual meeting. The candidate who received the most votes for the position to which he was nominated will be declared elected. The new members will be elected for a term beginning immediately after their election.

 

 

The following named persons shall constitute the Board of Directors of the
corporation until their successors are elected and qualified:

 

 

Joseph Thompson   1409 2^nd Ave NE                  3 yrs.

 

Neil Tex Weatherly 302 13^th St SW                     3 yrs.

 

Arnie Becker             PO Box 842                           3 yrs.

 

Chris Mikkelson       3904 4^th Ave NW                  3 yrs.

 

Dean Anderson       904 7^th Ave NW                    3 yrs.

 

Scott Anderson        321 21^st Ave NE                   3 yrs.

 

Wesley Newton        320 21^st Ave NE                   3 yrs.

 

Carroll Wentland      534 3^rd St SW                        3 yrs.

 

Robert Mountain      1508 9^th Ave SE                   3 yrs.

 

Don Williams             300 15^th St SW                     3 yrs.

 

Logan Adams           1121 2^nd Ave SW                 3 yrs.

 

 

 Sec 1.             In case of the absence or disability of any officer of the corporation, or for any other reason deemed sufficient by majority of the Board of Directors, the Board of Directors may delegate such officer’s power or duties to any other officer or to any director for the time being.

 

Sec 2.             All notes, drafts and other commercial paper issued by or to this corporation may be signed, accepted, or endorsed by the President and Secretary-Treasurer or as otherwise provided by the Board of Directors of the corporation. All deeds and other instruments affecting the title to real property owned by the corporation shall be signed by the President, and countersigned by the Secretary-Treasurer and the corporation seal affixed thereto.