Free Essay

Articles of Incorporation

In: Business and Management

Submitted By helopilot71
Words 1597
Pages 7
Burgess (9003075)
BUS 3210
Unit 2 Mini Project

The club constitution sets forth the establishment of the club or assembly as it may be termed. The constitution will most likely also have by-laws. The constitution and the by-laws are somewhat similar in structure but serve different purposes. “The constitution contains the fundamental principles of an organization and determines the responsibilities and rights of its officers and members. The by-laws deal with the detailed procedures and working guidelines of the organization and determine the routine operations of the organization” (A Constitution and bylaws workbook for prospective student organizations at Salem University). The constitution will spell out the assignment of officer positions within the club such as the president and vice president. Additional special assignments such as the treasurer, secretary and others may also be added as deemed necessary.

As stated previously the constitution may also contain bylaws. These are more specific rules or laws such as meeting times, dues, membership requirements and voting privileges. A well written constitution will also state that these bylaws cannot be changed without some type of review and approval by the club before they can be changed. The degree of review is set forth in the constitution and bylaws. For example, if the bylaws state that the monthly meeting will be held on the third Monday of the month, which by law cannot be changed without a review and approval before the club members (or assembly). In other words, the sitting president or meeting chairperson cannot simply say he/she will conduct the meeting on the second Tuesday. That decision will have to be reviewed and voted on by the voting members of the club.

The methodology in which rules and laws are changed is a very important part of the governance that goes into maintaining control and direction. Without this governance, the club may cease to exist. For this purpose the bylaws and the constitution may be very well served by adhering to Roberts Rules of Orders (Robert, 1915).

Roberts Rules of Order is a set of procedures and steps dating back to 1876 that have been used as a basis for everything from parliamentary proceedings to sailing club organizations. It sets forth the manner in which meetings are held and conducted. Additionally and more importantly, this acts a procedural guide for making changes to the bylaws or the constitution. Terms such as motions, assembly, majority, and amendments are spelled out and their usage in conducting business is explained.

For the purposes of this constitution we will make some assumptions. The first being that this club is located at Waldorf College. Additionally the club will have four officer positions. Club president and vice president, secretary and treasurer. Additionally, this club will have membership requirements to include specific voting privileges. There will also be a set amount of dues that are required by members and those with voting privileges. These will be spelled out in the draft.
The club constitution draft is presented below. Draft template obtained from “A constitution and bylaws workbook for prospective student organizations at Salem State University.”


Section A: Name: This club will be known as “The Special Club”

Section B: Purpose: The purpose and mission of “The Special Club” will be to:
1. Provide a meeting place for special people
2. Provide an opportunity for special people to do special things
3. Enhance all that is special within the student body


Section A: Eligibility – General membership in The Special Club is open to all students attending Waldorf college that consider themselves to be special in any way (applicants will be required to attest that they are in fact, special.) and upon payment of the general membership dues. Membership is open to any student regardless of race, color, sex, religion, national origin, age, sexual orientation, gender identity and/or gender expression, marital status, veteran status or disability.

Section B: Dues – Annual dues for general membership shall be $5 per year. Members wishing to be allowed voting privileges must pay an additional $5 to the general membership dues for a total of $10 per year. Additionally, voting members must maintain a grade point average of 3.00 in order to exercise their voting privileges.


Section A: The officers of The Special Club shall be the President, Vice President, Secretary and Treasurer.

Section B: All general and voting club members shall be eligible to hold office provided they have maintained the acceptable 3.00 GPA during the current semester that the election takes place in.

Section C: Officers are elected to their positions during the last meeting of spring semester (May). If this meeting is not accomplished, officers will be elected at the next monthly meeting. Officers will be elected by ballot from those with voting privilege as defined by Article 2, Sec A & B of this constitution. Officers are elected by majority vote.

Section D: Term – Officers will serve for one year beginning at the start of the fall semester

Section E: Vacancy – Should a vacancy arise during the course of the year in the office of President, the vice president will assume the office of president for the remainder of the term. A vacancy in any other office will be filled through an emergency special election. ARTICLE 4: MEETINGS

Section A: Meetings will be held the second Monday of the month at 5pm. Section B: Special meetings may be held as needed when called by the president with the approval of the executive committee Section C: Quorum – A quorum shall consist of at least 2/3 of the voting membership of the club. Section D: Governance – Roberts Rules of Order shall be the parliamentary authority of this club. Roberts Rules of Order shall be used in all cases where it is applicable and where they are not inconsistent or in conflict with this constitution and by-laws.


Section A: Responsibility – Management of this club shall be the responsibility of the Executive Committee.
Section B: Membership – This committee shall consist of the officers as listed in Article III, a faculty advisor and the most senior member of the voting membership.
Section A: Selection – There shall be a faculty/staff advisor who shall be selected each year by the voting membership.
Section A: Program Committee – A program committee composed of the Vice-President as chairperson and four other members shall be appointed by the President before the end of spring semester. This duty will be to plan the overall program of the club. Section B: Special Committees – The President shall have the authority to appoint any special committees, with approval from the executive committee as needed.
Section A: Amendments to this constitution and by-laws may be proposed by any of the officers, voting and general members.
Section B – This constitution and/or bylaws may be amended by a two-thirds (2/3) majority vote of the voting membership.
Section C: Notice – All club membership shall receive advance notice of the proposed amendment at least five days before the meeting.

Constitution Rationale:
Article 1 states the clubs name and the purpose for the club. Essentially what is the overarching reason for the existence of the club. What is its mission? This could be as simple as a gathering of like minded people to share ideas and thoughts or as complex and cutting edge as a political action organization.
Article 2 states the membership requirements for the club. These can be restrictive or liberal depending on the club and what the sought after target membership is. Additionally, Article 2 states membership dues and more specifically the dues needed to maintain voting privileges. Grade point average is also specified in this example to convey the importance of strong academic standing.
Article 3 spells out the leadership core of the organization. In this case the club officers such as the president, vice president, secretary and treasurer. Requirements to hold office are also stated to determine eligibility and again academic standing is a determining factor. Article 3 also specifies the election process and timeline and sets the term limits for the officers.
Article 4 sets the expectation for the meetings that are necessary to conduct club business. A time and day of the month is specified.
Article 5 establishes the executive committee and specifies the need for a faculty advisor and the senior member of the voting membership in addition to the club officers. This is necessary to provide adequate representation at executive committee level meetings and decision making sessions. Also, the faculty advisor will act as the liaison between the club and the college.
Article 6 describes the manner in which the faculty advisor is selected by the club membership.
Article 7 describes committees that are formed in addition to the executive committee. In this case the program committee which is chaired by the vice president. This committee is charged with setting the direction for the club and providing the outlet for the club to accomplish its purpose which was stated in Article 1.
And finally in Article 8, amendments are discussed and the process for who may bring a proposal for amendment and the votes required to approve the amendment.


A Constitution and bylaws workbook for prospective student organizations at Salem University. (n.d.). Retrieved from Salem State University:

Robert, H. M. (1915). Robert's Rules of Order, 4th Edition. Retrieved from…...

Similar Documents

Premium Essay


...Memantine is the second type of drug-based treatment also one effective treatment for the Alzhermeir’s disease. Memantine can also be used to protect brain cells from damage caused by glutamate, a chemical messenger. Namenda is an example of a Memantine drug treatment was the first drug approved by FDA to treat the symptoms of moderate to severe Alzhermeir’s disease. For many years, some European countries use this drug in treating moderate to severe Alzheimer's disease ( Farlow MR, et al. 2003 ). It was functioning as a barrier to protect the brain's nerve cells against excess amounts of glutamate, a messenger chemical released in large amounts by the cells that had been damaged by Alzheimer's. American Health Assistance Foundation, in an article published in 2011 states that "When the glutamate attached to the cell surface "docking sites" called N-methyl-D aspartate (NMDA) receptor, calcium can flow freely into cells, which can lead to cell degeneration. Namenda may prevent this destructive sequence by adjusting the activity of glutamate". Memantine also has been proven to improve memory such as Alzhermeir's disease and it can be used alone or with other Alzheimer’s disease treatments such as Donepezil (Aricept) that was the only Cholinesterase Inhibitor approved to treat all stages of Alzheimer’s disease, including moderate to severe. There is some evidence when some of patients with moderate to severe Alzheimer’s who are taking a Cholinesterase Inhibitor might get benefit......

Words: 1766 - Pages: 8

Premium Essay

Contracts- Online Incorporation of Terms

...electronic nature . However, the ETA fails to incorporate clear legislation for courts to follow and interpret in relation to the incorporation of terms of these contracts. With such ambiguity within the ETA , this can create problems for parties entering into a contract of an electronic nature. This problem extends further to the judicial system, with no clear legislative materials to facilitate courts in the interpretation of how terms are to be incorporated into a contract. Two common methods of contract term incorporation will be discussed further in both an electronic and non-electronic context. These are incorporation of terms by signature; and incorporation of terms by notice. Incorporation of terms by signature Contracts that require a signature for validity will, under common law (for at least traditional written contracts), assume that the signing party has read and agreed to all terms that are stated within the contract, regardless of whether the parties have in fact read the contract terms. This reasoning was established in the English case of L'Estrange v Graucob The High Court of Australia accepted L’Estrange v Graucob (L’Estrange) as good law in Australia in the case of Toll (FGCT) Pty Limited v Alphapharm Pty Limited (Toll). Macdonald argues that if signatures were to be recognised as sufficient in the incorporation contract terms for online contracts, Toll and L’Estrange, would be recognised as the applicable law for these online......

Words: 1898 - Pages: 8

Premium Essay


...February 7, 2014, from B. Synopsis of the Article: This article is talking about the lack of resources for the diverse needs of students in the classroom. The article mentions that teachers and parents believe that programs and resources to help diverse learners should be a high priority in education. The article also mentions the views about not only parents and teachers but it also shows the views of students and executives of companies. Article then goes on to talk about some of the initiatives or programs that teachers suggested that could help the learning of the diverse students. Some of these where opportunities for collaboration access to interactive, personalized learning programs, better tools for understanding students’ learning strengths and needs, and others as well. Lastly it mentions the grades the students give their teachers. The students were likely to give their teachers a B+ on the accommodations that they made for the diverse students in their classes. C. Critique of the Article: The article does a great job of explaining the message it is trying to convey, which is that there is a lack of resources for the diverse needs of students. It does a decent job of giving the thoughts of current teachers and how they feel on the matter of having lack of resources to properly education the diverse student s in their classes. One thing that this article lacks is more resources. It doesn’t......

Words: 423 - Pages: 2

Premium Essay

Articles of Incorporation

...ARTICLES OF INCORPORATION OF FLIPPERS INC. (Name of Corporation) KNOW ALL MEN BY THESE PRESENTS: The undersigned incorporators, all of legal age and majority of whom are residents of the Philippines, have this day voluntarily agreed to form a non – stock and non – profit association under the laws of the Republic of the Philippines. THAT WE HEREBY CERTIFY: FIRST: The name of the said association shall be: FLIPPERS INC. SECOND: A. That the purpose or purposes for which such association is incorporated are: 1. To promote unity and mutual cooperation among those involved in the hotel and restaurant industry in the province of Pampanga, in order to protect their common interests and welfare: 2. To work for such measures conducive to the upliftment and development of the tourism industry in Pampanga; 3. To cooperate and coordinate with other instrumentalities engaged in tourism; 4. To act as liaison between the members and government institutions or officers and assist in the enactment and enforcement of national and local ordinances or laws affecting the industry: 5. To uphold the highest standard of profession, integrity and efficiency in the conduct of its business; 6. To encourage and maintain a feeling of goodwill, camaraderie and friendly competition among members; 7. To prevent unethical practices and resist activities inimical to the right conduct of business required of honorable and fair......

Words: 937 - Pages: 4

Premium Essay

Articles of Inc

...Management 301 Ownership 2A California Articles of Incorporation (Close Corporation) ARTICLES OF INCORPORATION I. The name of this corporation is (NAME OF CORPORATION) II. The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the GENERAL CORPORATION LAW of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. III. The name and address in the State of California of this corporation's initial agent for service of process is: Name ................................................................................................................................................................................................... STREET Address (DO NOT USE POST OFFICE BOX) City _________ State CALIFORNIA Zip _________ IV. This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is _______________. V. This corporation is a CLOSE CORPORATION. All of the corporation's issued shares of stock, of all classes, shall be held of record by not more than _________ persons. (Signature of Incorporator) (Typed Name of Incorporator), Incorporator INSTRUCTIONS: To incorporate utilizing the attached form, it will be necessary for you to complete the form with the required information. The information must......

Words: 1933 - Pages: 8

Premium Essay

Pre-Incorporation Contracts: an Examination of the Conceptual Confusion


Words: 11292 - Pages: 46

Premium Essay


...Can the Brilliant Jerk Be Managed Effectively? By James Haskett JAMES HESKETT James Heskett is a Baker Foundation Professor, Emeritus, at Harvard Business School. ORIGINAL ARTICLE The annoying employee who makes his numbers while alienating those around him will gain needed attention in the coming months with at least one book about to be published on the subject. This is an age-old problem that most managers handle badly. You know the story by now. It concerns high-performing employees, known by some as "stars" and by others as "destructive heroes" or "brilliant jerks," those who generate a great deal of business while creating problems for colleagues. They are demanding to the point of being abusive, they make promises to clients that their colleagues cannot meet, they take too much credit for success, and they generally are unable to adhere to commonly shared values of members of the organization. The management response to this kind of situation is too often ineffective. By their own admission, their managers are reluctant to rock the boat as long as the numbers continue to be good. In doing so, they underestimate the costs to the organization, including the loss of other talent. And when they do act, they do so much too slowly, often after most of the damage has been done. Jack Welch has written about the phenomenon of what he calls "jerks" or "bullies" from his own experience. At GE they were referred to as a "Type 4" manager, "the person who delivers on......

Words: 943 - Pages: 4

Premium Essay

Articles of Incorporation

...ARTICLES OF INCORPORATION OF " KNOW ALL MEN BY THESE PRESENTS: The undersigned incorporators, all of legal age, Filipino citizens and residents of the Philippines, have this day voluntarily agreed to form a stock corporation under the laws of the Republic of the Philippines. AND WE HEREBY CERTIFY: FIRST: That the name of said corporation shall be “ CORPORATION”; SECOND: That the purpose for which such corporation is incorporated is: To establish, maintain and operate restaurants, coffee shops, refreshment parlor, cocktail lounge; to cook, arrange, serve and cater goods, drinks, refreshments, and other food or commodities commonly served in such establishments, and to offer such other services to the public in connection with the operation of restaurant and catering enterprises. THIRD: That the principal office of the corporation is located in the City/Municipality of ………………………………………, Province of ………………………………………….., Philippines;. Under SEC Circ. No. 3, series of 2006, the SEC required that the articles must state the “(1) specific address of their principal office which shall include, if feasible, the street number, street name, barangay, city or municipality.” “Metro Manila” is no longer allowed as address of the principal office. FOURTH: That the term for which said corporation is to exist is firty (50) years from and after the date of issuance of the certificate of incorporation; FIFTH: That the names, nationalities and residences of the incorporators of...

Words: 1306 - Pages: 6

Premium Essay


...and none of these assignments will be marked. Furthermore, these students may be penalised or subjected to University disciplinary proceedings. PLAGIARISM: VERY IMPORTANT! While you are strongly encouraged to become familiar with a broad range of ideas, be very vigilant regarding plagiarism. Any idea or argument that you incorporate in your essays, if drawn from elsewhere, must be clearly attributed to its source (and this, very importantly, includes Internet sources). Remember that plagiarism is a serious offence and, while often committed inadvertently, will result in zero per cent being awarded for submitted work. Please read the detailed explanation given below very carefully: * If you copy something out of a book, an article, a website or another document without acknowledging its source, and pass it off as your own, that constitutes plagiarism. In effect, you are stealing something that belongs to someone else, dishonestly pretending that it is your own. * If you paraphrase material (i.e. change the wording slightly) or use ideas or a line of argument without acknowledging the original source, this also constitutes plagiarism and the same severe penalty will apply. * It is not enough to cite sources in the bibliography at the end of your essay. You must refer to these in the body of your essay, in brackets, next to every statement that is based on borrowed formulations or ideas. * The Disciplinary Code for Students (2004) is......

Words: 4852 - Pages: 20

Premium Essay

Google Incorporation

...I. INTRODUCTION Google Incorporation, so-called Google, allows people to access pieces of information as well as other applications such as Gmail, Google Map, etc. Due to its usefulness, it comes as no surprise that Time magazine addressed Google as the world’s most powerful Internet search engine in 2006 (Lowe, 2009). The more astonishing issue is Google used to be ranked as the Number One Best Company to Work For in America by Fortune magazine in two consecutive years, 2007 and 2008. In addition, Mandell (2011) reported that more than twelve times of vacancies needed were applied in a single week later, followed by Google’s recruitment in late January 2011. Therefore, it can be assumed that Google has created so fantastic a corporate culture that a lot of people wish to be a ‘Googler’. To begin with, working conditions are first discovered. Then communication – the key to every success of staff contribution and teamwork are next uncovered. At last, an effective human resource strategy namely 20% rule is clarified with its potential advantages. V.CONCLUSION In summary, the research is limited in illustrating the enjoyable Google environment vividly. All the same, it comes to terms with the fact that Google is thoughtful enough to offer such a lot of benefits as free gourmet, playful work space, within reach services in plenty in order to fulfill one’s needs. Further, communication varying from informal Friday meetings, “in-house” blogs to whiteboards creates feelings of......

Words: 372 - Pages: 2

Premium Essay

Articles of Incorporation

...ARTICLES OF PARTNERSHIP OF LEGACY ASSOCIATES KNOW ALL MEN BY THESE PRESENTS: That, we the undersigned, all of legal age and residents of the Republic of the Philippines have agreed to amend a general partnership under the terms and conditions herein after set forth and subject to the provisions of existing laws of the Republic of the Philippines. RECITAL The parties hereto wish: (a) to enter together into the business of purchasing, acquiring, operating, leasing, owning and selling real property, (b) in order to provide for and carry out the foregoing, to form and do business as a general partnership under and pursuant to Philippine law. NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the parties agree as follows: Definitions As used in this Agreement the terms listed below will have the meanings stated below, and other terms defined elsewhere will have the meanings there ascribed to them: "Agreement" or "this Agreement": these Articles of Partnership. "Bankruptcy": with respect to any Person, shall mean that such Person shall have become insolvent or generally failed to pay, or admitted in writing his or its inability to pay, debts as they become due; or shall have applied for, consented to, or acquiesced in the appointment of, a trustee, receiver or other custodian for such Person or any property of such Person, or such Person makes a general assignment for the benefit......

Words: 6100 - Pages: 25

Premium Essay


...This article is published in a peer-reviewed section of the Utrecht Law Review Four Case Studies on Corporate Social Responsibility: Do Conflicts Affect a Company’s Corporate Social Responsibility Policy? Cristina A. Cedillo Torres, Mercedes Garcia-French, Rosemarie Hordijk, Kim Nguyen, Lana Olup* 1. Introduction 1.1. Background and objectives This article will discuss the different Corporate Social Responsibility (CSR) issues that emerged within ­ four multinationals (Apple, Canon, Coca-Cola and Walmart). There is no clear definition of CSR. In Corporate Social Responsibility, Legal and semi-legal frameworks supporting CSR Lambooy gives an r o ­ verview of several definitions of CSR.1 The European Commission defines CSR as ‘the ­ esponsibility of enterprises for their impacts on society’.2 This is the definition which is the most suitable for the c ­ ontext of the article’s research question. As this article will focus on companies from the US and Japan, the authors also provide an overview of the focus on CSR from the US and Japanese perspective. In the US there is no governmental regulation regarding CSR or business best practices. Instead, according to findings from Bennett American, companies have a marked tendency to use codes of conduct.3 The American CSR perspective could be described as following a principles-based approach, with codes of conduct that prescribe values and principles which company members as a whole should aspire to......

Words: 16555 - Pages: 67

Free Essay


...Scholarship Repository University of Minnesota Law School Articles Faculty Scholarship 1988 Discovery in Labor Arbitration Laura J. Cooper University of Minnesota Law School, Follow this and additional works at: Part of the Law Commons Recommended Citation Laura J. Cooper, Discovery in Labor Arbitration, 72 Minn. L. Rev. 1281 (1988), available at faculty_articles/307. This Article is brought to you for free and open access by the University of Minnesota Law School. It has been accepted for inclusion in the Faculty Scholarship collection by an authorized administrator of the Scholarship Repository. For more information, please contact Discovery in Labor Arbitration Laura J.Cooper* The mere statement of the topic, discovery in labor arbitration, suggests a paradox. Is not the essence of the arbitration process an effort to avoid the procedural complexities that make litigation comparatively slow and costly? More than forty years ago, Learned Hand admonished a litigant distressed with the procedural failings of an arbitration proceeding: Arbitration may or may not be a desirable substitute for trials in courts; as to that the parties must decide in each instance. But when they have adopted it, they must be content with its informalities; they may not hedge it about with those procedural limitations which it is precisely its......

Words: 22162 - Pages: 89

Premium Essay


...Rebuttal Article Rebuttal Jeff Holliday BCOM/275 Article Rebuttal In a rebuttal to the article “Obama is a great president; we’re just a lousy country, I would like to analyze the reliability, credibility, and validity of the data used by the author, as well as identify any logical fallacies in the argument. According to the U.S. Department of Labor, in 2009, when President Obama signed the stimulus package into law, he promised a six percent unemployment rate by this time. Granted, a drop has been seen in the unemployment, but what the author does not seem to realize is the number of Americans who have stopped looking for work. The Department of Labor has reported an unemployment rate of 8.2 for the month of March 2012. The actual unemployment or U-6 rate as of March is hovering at 14.5 percent. Many argue that it has become so easy to gain government benefits, that looking for work is no longer a priority. The President needs to limit benefits to push people to search for work or take jobs that may not be their first choice. Unfortunately, many Americans have become so discouraged with the lack of performance from the current administration that the author has come to this conclusion. The author of this article has a clear bias to what the President has or has not accomplished to date. Fallacies used within the article would include generalizing Americans as lazy and obese. He states the Obama has given Americans all of the tools to succeed, but Americans just......

Words: 525 - Pages: 3

Free Essay

Procedure for Incorporation of Company in India.

...Procedure for Incorporation of Company in India. 1 Apply for the DIN no. of all the Proposed Directors of the Company. Documents required for getting DIN No. 1. One passport size photograph of each of the applicants. 2. Copy of Latest Passport 3. Copy of Address Proof (In case of foreign applicant, address proof should not be older than 1 year from the date of filing of the eForm) 4. Copy of Verification Form in Annexure I duly signed by the applicants. (It is mandatory to provide this attachment if the eForm is not digitally signed by the applicant.) Pls note that in case of the director is residing outside India, then the attached supporting documents should be attested by the Consulate of the Indian Embassy or by foreign public Notary. Also if the all the above said documents are not in English then translate them in English and get it duly notarized. 2. Apply for the Digital signatures of the applicant of the Company. (This is required to sign the forms to be filed with the Registrar of Companies in an electronic mode.) Following documents are required for applying for the Digital Signature. 1. One passport size photograph of the applicant 2. Copy of PAN Card 3. Copy of Any Address Proof. 3. Filing of Form 1A (This form is filed in order to get the name approved from the Registrar of Companies.) Requirements for filing of Form 1A 1. 3 Proposed names of the Company to be incorporated 2. Name of the applicant of the Company 3. Name of......

Words: 419 - Pages: 2