THE UNDERSIGNED, acting pursuant to a resolution of the Board of Directors proposing the same, a resolution of the members of the corporation duly approving the same by a two-thirds majority of such members on the 9th day of September, 1978, and pursuant to the Nebraska Non-Profit Corporation Act, do hereby promulgate the following 1978 Revised Articles of Incorporation of the corporation, to wit:
ARTICLE I. CORPORATION NAME
The new name of the corporation is the UNIVERSITY OF NEBRASKA–LINCOLN BAND ALUMNI ASSOCIATION, INC.
ARTICLE II. CORPORATION DURATION
The period of its duration is perpetual.
ARTICLE III. CORPORATION PURPOSE
The purpose or purposes for which the corporation is organized are as follows:
- To foster a fraternal spirit among all alumni of the Bands of the University of Nebraska–Lincoln.
- To promote in all lawful ways, the activities, health, and general welfare of the Bands of the University of Nebraska–Lincoln.
- To have and exercise all lawful powers necessary or convenient to effect the foregoing two purposes for which the corporation is organized, and to provide for the general welfare of the corporation.
ARTICLE IV. REGULATION OF THE CORPORATION
Provisions for the regulation of the internal affairs of the corporation, including provisions for the distribution of assets on dissolution or final liquidation are as follows:
- NONPROFIT STATUS. The corporation shall not have or issue shares of stock. No dividend shall be paid, and no part of the income of the corporation shall be distributed to its members, directors, or officers. The corporation may pay compensation in reasonable amounts to its member, directors, or officers for services rendered, and may make distribution of its assets as of provided for in these articles, and no such payment or distribution shall be deemed to be a dividend or distribution of income.
- FEDERAL TAX STATUS. This corporation is intended to be an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954. As a result, no substantial part of its activities shall be conducted to carry on propaganda, or to otherwise to attempt to influence legislation, and no part whatsoever of the activities of this corporation shall be the participation in, or intervention in any political campaign on behalf of any candidate for public office. If this corporation is ever deemed to be a private foundation under Section 509 of said I.R.C., then the prohibition of Section 21-19, 107 of the Nebraska Non-Profit Corporation Act shall fully apply.
- DISTRIBUTION OF ASSETS ON DISSOLUTION. Upon dissolution or final liquidation of the corporation according to a plan adopted pursuant to law, all assets of the corporation which may remain after payment of all lawful debts and obligations, and proper distribution of conditionally held assets, shall be paid over to, or for the use of, the UNIVERSITY OF NEBRASKA FOUNDATION, or if such organization shall be not then in existence or shall not then be an organization described in I.R.C. Section 501 (c)(3) as it now is, then to, or for the use of, one or more organization which shall then exist and be described in I.R.C. Section 501 (c)(3).
- REMOVAL OF DIRECTORS FROM OFFICE. A director may be removed from office only be a three-quarters vote of a two-thirds quorum of members entitled to vote thereupon at a duly called regular or special meeting of the members of this corporation. Any director facing removal shall have fair and reasonable notice of the allegations against them, and shall have the right to present evidence at said meeting in their own behalf. They shall also have the right to have someone represent them, and/or speak for them at said meeting. A director shall be removed only for cause under the Law of Corporations of the State of Nebraska, and then only if such cause is supported by relevant evidence of clear and convincing weight.
- LIABILITY OF MEMBERS. The private property of the members shall not be subject to payment of corporation debts, but shall be exempt form liability therefore.
- CLASSES OF MEMBERS AND VOTING RIGHTS. There shall be five classes of members of the corporation, as follows:
- CHARTER. Those Band Alumni who paid into the UNIVERSITY OF NEBRASKA FOUNDATION the $10.00 Charter Membership Fee on or before April 30, 1974, are Charter Members of the corporation, and shall never be Succeeding Members.
- SUCCEEDING MEMBERS. Those Band Alumni who shall pay the Succeeding Member Fee after April 30, 1974, are Succeeding Members of the corporation, and my never be Charter Members.
- LIFE. Those Charter or Succeeding Members who have paid the Life membership Fee are Life Members of the corporation, who shall be exempt from all further liability for annual dues.
- HONORARY. Those person who may be admitted to membership in the corporation according to criteria specified by the board of directors there for are Honorary Members for the corporation, who are exempt from any liability for annual dues or assessments.
The annual dues for Charter and Succeeding Members shall be specified in the By-Laws. Charter and Succeeding Members shall pay the same annual dues. Only Charter, Succeeding, and Life Members of the corporation are entitled to vote on matters duly submitted to the members for a vote, and each shall have an exercise one vote on any such matter.
- EXECUTIVE SECRETARY. There shall be among the officers of the corporation an Executive Secretary who shall be elected by the board of directors for an indefinite term. As such, the Executive Secretary is invested with all duties, responsibilities, powers, and authority reasonably incident to, or in any way connected with such office as is provided under the Customs and Laws of Corporations and Agency of the State of Nebraska.
- NUMBER OF DIRECTORS. The initial number of directors of the corporation shall be five. However, by a two-thirds vote of a 51 percent quorum of the members duly voting in accordance with these Articles, the number of directors may from time to time be increased, but only to odd numbers thereof. The number of directors may likewise be decreased, but shall never be less than three in any event.
- ELIGIBILITY OF PERSON FOR DIRECTORSHIPS, ETC. Directors, officers, and committee members shall be voting members of this corporation.
- ADDITIONAL POWERS. The corporation shall have and exercise all powers and rights conferred upon corporations by the Nebraska Non-Profit Corporation Act, and any enlargement of such powers conferred by subsequent legislative acts; and in addition thereto, the corporation shall have and exercise all power and rights not otherwise denied corporations by the laws of the State of Nebraska, as are necessary, suitable, proper, convenient, or expedient to the attainment of the purposes set forth in ARTICLE III above.
- ADDITIONAL PROVISIONS. Any and all other provisions for the regulation of the internal affairs of the corporation may be set forth in, or shall be made pursuant to, the By-Laws of the corporation, or in resolutions of the members and directors thereof.
ARTICLE V. ADDRESS OF THE CORPORATION
The address of the registered office of the corporation is PO Box 6266 Lincoln, NE 68506.
ARTICLE VI. BOARD OF DIRECTOR MEMBERS.
The number of directors constituting the initial board of directors was five, and the names and addresses of those persons who served at initial directors were as follows:
- JEFFREY M. KLINTBERG (address not listed)
- JAMES W. WICKLESS, D.D.S. (address not listed)
- WESLEY REIST (address not listed)
- H. ARTHUR SCHREPEL (address not listed)
- STEPHEN J. FORBES (address not listed)
ARTICLE VII. INCORPORATORS
The name and address of each incorporator was:
- JACK R. SNIDER (address not listed)
- JAMES W. WICKLESS, D.D.S. (address not listed)
ARTICLE VIII. AMENDMENTS TO BY-LAWS
These Revised Articles of Incorporation supersede the Original Articles of Incorporation, and all amendments thereto.
IN TESTIMONY OF WHICH, the President and Secretary of the corporation have caused these presents to be executed, and the Corporate Seal to hereunto affixed this 6th day of June, 1979.
THE UNIVERSITY OF NEBRASKA–LINCOLN BAND ALUMNI ASSOCIATION, INC.,
Michael H. Veak, Its President
B. Lynn Alexander, Its Secretary