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Certificate of Incorporation
STATE OF ALABAMA CERTIFICATE OF INCORPORATION OF The undersigned, Billy R. Backvold, Burt I. Schwartz, Thomas R. Meredith and William P. Gardner, who are all over the age of 21 years, for the purpose of organizing a non-profit corporation pursuant to the Alabama Non-Profit Corporation Act (Chapter 10, Title 10, Alabama Code 1940) do hereby make, adopt and file the following certificate of incorporation: I The name of the corporation is Southern Classified Advertising Managers Association, Incorporated. II The purposes, objectives and powers of the Southern Classified Advertising Managers Association, Incorporated, shall be purely benevolent and educational and shall not be for pecuniary gain or profit. These purposes, objectives and powers are as follows: (a) To conduct a mutual enlightment educational program of its members on any and all subjects pertaining to advertising, particularly Classified Advertising, the exchange of ideas and the maintenance of standards of practice. (b) To conduct a service program in behalf of the classified advertising industry in the Southern part of the United States. (c) To promote unified action by all segments of the advertising and newspaper industry in matters that are of common interest to the end that the members may better serve the public. (d) To provide non-partisan and non-political representation for its members in all segments of the newspaper industry where needed and desired. (e) To cooperate with other areas and national groups on matters of common interest that affect the conduct of classified advertising and general promotion of this organization in the industrial economy of the Southern area of the United States. (1) To serve as a fact-finding bureau to collect, analyze, and interpret all available data related to classified advertising and to translate these facts to the members and other organizations at the discretion of the Board of Directors. (g) To do other acts that may tend to benefit the classified advertising industry as well as the general newspaper industry in the Southern part of the United States. (h) To do all and everything necessary, suitable, convenient, or proper for the accomplishment of any one or all the objects herein enumerated or incidental thereto, or which, at any time may appear proper, expedient, or beneficial to this corporation. (i) To have and exercise any and all of the powers which are now or may hereafter be conferred by law upon non-profit corporations by the Constitution and laws of the State of Alabama, and including all powers enumerated in Section 207, Title 10, Alabama Code 1940. III The location of the principal office of said corporation in the State of Alabama shall be in the City of Florence, Lauderdale County, Alabama, but said corporation shall, have the power and authority to have offices in and transact business in any other place in the State of Alabama and in any other State or territory of the United States. IV The registered office of this corporation shall be the same as its principal office, the present address being 219 West Tennessee Street, Florence, Alabama; Billy R Backvold is the initial registered agent of the corporation at the said address. V Membership in the Association is limited to the Classified Advertising Manager or any person who supervises the Classified Advertising Department of one or more newspapers in these Southern States: Virginia, Maryland, North Carolina, South Carolina, Georgia, Florida, Alabama, Mississippi, Louisiana, Texas, Oklahoma, Arkansas, Tennessee, Kentucky and West Virginia, Missouri, Ohio, The District of Columbia and The Territory of Puerto Rico. Other publications outside the South may be admitted to membership by the payment of regular dues, provided the approval of the Board of Directors is given; but they shall not be eligible for election or appointment to any office or committee of the Association. (revised Oct. 2005) VI The names and post office addresses of the incorporators. who are also the officers of the corporation chosen for the first year, are as follows: Billy R. Backvold, Florence, Alabama, President VII The business and the property of the corporation shall be managed and controlled by a board of not more than 14 directors. Each director shall be elected to serve for a term of two years or until his successor shall be elected or qualified. Board members shall serve for staggered terms and one-half of said board membership shall be elected every other year by plurality vote of the active membership at the annual meeting of the membership. The retiring president shall also serve for one year on the Board of Directors. The names and post office address of the directors for the first year are as follows, one-half of which shall serve a term of one year and the remaining one-half shall serve a term of two years, it having been previously determined as to which directors shall serve for a term of one year and which directors shall for a term of two years: NAME ADDRESS It is not necessary that either the directors or officers of this corporation be residents of the State of Alabama. At the organizational meeting of the corporation the Board of Directors shall adopt the necessary Constitution and Bylaws for the governing of the action of the corporation and the regulation of the rights and duties of the members between themselves. A copy of said Constitution and ByLaws shall be kept at all times at the principal office of the corporation and in the custody of the registered agent. VIII No change may be made in this certificate except with the prior authority and authorization of a majority of the members of this corporation. This certificate may be amended according to the provisions of the laws of the State of Alabama governing nonprofit corporations. IX There shall be no individual liability against the members for corporate debts, but the entire corporate property shall be liable for the claims of the creditors. X The period of duration of this corporation shall be perpetual, with the right to terminate its corporate existence in a manner prescribed by the laws of the State of Alabama. IN WITNESS WHEREOF, the undersigned incorporators have hereunto set their hands and affixed their seals, this the 23rd day of June 1963. STATE OF GEORGIA I, the undersigned, a Notary Public in and for the said jurisdiction, do hereby certify that Billy R. Backvold appeared before me on the 23 day of June 1963, and on oath states that the matters contained in the above certificate are true Witness my hand, this 23 day of June, 1963. /s/ Thomas D. Thurston, Notary Public STATE OF GEORGIA I, the undersigned, a Notary Public in and for the said jurisdiction, do hereby certify that Burt P. Schwarz appeared before me on the 23 day of June 1963, and on oath states that the matters contained in the above certificate are true. Witness my hand, this 23 day of June, 1963. /s/ Thomas D. Thurston, Notary Public STATE OF GEORGIA I, the undersigned, a Notary Public in and for the said jurisdiction, do hereby certify that Thomas R. Meredith appeared before me on the 23 day of June, 1963, and on oath states that the matters contained in the above certificate are true. Witness my hand, this 23 day of June, 1963. /s/ Thomas D. Thurston, Notary Public STATE OF GEORGIA I, the undersigned, a Notary Public in and for the said jurisdiction, do hereby certify that William B. Gardner appeared before me on the 23 day of June, 1963, and on oath states that the matters contained in the above certificate are true. Witness my hand, this 23 day of June, 1963. /s/ Thomas D. Thurston, Notary Public |
