DRAFT ARTICLES OF INCORPORATION DRAFT

OF

Eugene Flying Club

ARTICLE I. NAME / REGISTERED OFFICE

The name of this corporation shall be Eugene Flying Club, located in The City of Eugene Oregon, Lane County.

The mailing address for notices is: PO Box XXXX; Eugene OR 97440

ARTICLE II. PURPOSE

This Corporation is organized and operated exclusively / substantially? as a Mutual Benefit non-profit social club for the pleasure and recreation of it's members, and other non-profit purposes within the meaning of Section 501(c)(7) of the Internal Revenue Code of 1986, as now enacted or hereafter amended. Subject to the forgoing limitations the object, business, or pursuit of the corporation shall be as follows:

1. To own or lease and maintain one or more aircraft for the pleasure, education, transportation, and general use of the members of the Club or their families or such individuals as the Board of Directors may designate pursuant to any bylaws which may hereafter be adopted.
2. To acquire, own, hold, sell, lease, pledge, mortgage or otherwise dispose of any property, real or personal, necessary to the operation of the Club.
3. To borrow money, contract debts, make contracts and to exercise any and all other powers as a natural person could lawfully make, do, perform or exercise which may be necessary, convenient or expedient for the accomplishment of any of its objects or purposes, providing the same be not inconsistent with the laws of the state of Oregon and to that end, enumeration of such shall not be deemed inclusive.

ARTICLE III. EXEMPTION REQUIREMENTS

At all times shall the following operate as conditions restricting the operations and activities of the corporation:

1. It shall be organized and operated substantially for pleasure, recreation and other nonprofitable purposes.
2. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or others private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the purpose clause hereof.
3. The Social and recreational facilities of this corporation shall not be made available to the general public.
4. The organization will not discriminate against individuals seeking membership on the basis of race, color, or religion.
5. The organization may devote a substantial part of it's activities for lobbying purposes (including the publishing or distribution of statements) or otherwise attempting to to influence legislation. However, the Corporation may participate or intervene in (including eh publishing or distribution of statements) any political or judicial campaign on behalf of any candidate for public office only to an insubstantial degree.
6. Notwithstanding any other provisions of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(7) of the Internal Revenue Code, or corresponding section of any future federal tax code.

ARTICLE IV. DURATION

The duration of the corporate existence shall be perpetual.

ARTICLE V. MEMBERSHIP / BOARD OF DIRECTORS

The corporation shall have members. The eligibility, rights and obligations of the members will be determined by the organization's bylaws (hereinafter the "bylaws"). No class of members shall be entitled to vote on the articles unless the articles specifically allows it. No class of members shall be entitled to vote on the bylaws unless the bylaws specifically allows it. Otherwise the voting rights of the members or any class or classes of members shall be only as defined in the bylaws.

The management of the affairs of the corporation shall be vested in a Board of Directors (hereinafter the "BOD"), as defined in the corporation's bylaws. No director shall have any right, title, or interest in or to any property of the corporation. The directors may not be removed without cause as defined by the bylaws.

The first Board of Directors shall be appointed by the Incorporators. Members of the first BOD shall serve until the first annual meeting, at which their successors are duly elected and qualified, or removed as provided in the bylaws.

ARTICLE VI. PERSONAL LIABILITY

No member, officer, or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officer, or Directors be subject to the payment of the debts or obligations of this corporation.

ARTICLE VII. DISSOLUTION

In the event of the dissolution of this corporation as provided by the laws of the state of Oregon, or in the event it shall cease to carry out the objects and purposes herein set forth, three members of this Club shall be designated as trustees by the board of directors, who shall be authorized to carry out any final business, and distribution of assets as specified here:

First, to general creditors of the EFC, including those holding long term loans to the Club which will be paid back with interest to date; Second, to pay all remaining liabilities, Third to Club members proportional to and not exceeding the amount of their refundable deposits, without interest; and last, to such non-profit charitable corporation, municipal corporation, or corporations, as may be selected by the trustees...

OR ...and shall distribute the surplus equally among the members thereof.

Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for the purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE VIII. AMENDMENTS

These articles may be amended or restated at any meeting of the Board of Directors called for that purpose provided that notice of the proposed amendment(s) has been sent to the BOD at least ten (10) days prior to said meeting. Only the BOD may amend or restate these articles, or propose amendment(s) to be submitted to a vote by a class of voting members. A 2/3 majority vote of the complete BOD will be required to adopt a proposed amendment, restate the articles, or to submit a proposed amendment to be voted on by a class of voting members.

-- ClifCox - 2011-10-29