Articles of Agreement of New Hampshire Wrestling Officials Association
We the undersigned being persons of lawful age, do hereby associate together for the purpose of forming a nonprofit voluntary corporation (hereafter referred to as the “NHWOA”) under, by virtue of and in accordance with the provisions of New Hampshire Revised Statutes Annotated (“RSA”) Chapter 292, pursuant to the following Articles of Agreement.
ARTICLE I
The name of the NHWOA shall be the New Hampshire Wrestling Officials Association.
ARTICLE II
The initial address at which the business of the NHWOA is to be carried on is 2 Thorn Hill Road, Hookset, NH 03106.
ARTICLE III
The NHWOA is a not-for-profit and shall be organized and operated exclusively for charitable purposes within the meaning of Section 501 (c)(5) of the Internal Revenue Code of 1986, an amended (hereinafter, the “Code”). The purpose for which the NHWOA is formed are as follows: The NHWOA exists to coordinate wrestling officials with New Hampshire high schools, middle schools, private schools, and any other regional wrestling program. The NHWOA shall fulfill its purpose primarily by assigning wrestling officials, as needed, to the above-mentioned wrestling programs, soliciting new wrestling officials as needed: and testing the officials on an annual basis to ensure that they are familiar with the rules of wrestling. The NHWOA shall be authorized to undertake activities which are in furtherance of the foregoing purposes, except as may be restricted or prohibited in these Articles of Agreement or by applicable law.
ARTICLE IV
The NHWOA shall have and may exercise in furtherance of its objectives and purposes any one or more of all the rights and powers of a voluntary corporation specified under New Hampshire laws, including RSA 295 and 295 thereof; provided, however, that notwithstanding any other provisions of these Articles of Agreement,the NHWOA shall neither have nor exercise any power, nor shall it engage in any activity directly or indirectly, that would invalidate its status as: (a) a corporation which is exempt from Federal income taxation under Section 501 (a) of the Code as an organization described under Sections 170(c) (2),2055 (a) or 2522(a) of the Code,or (c) a not-for-profit voluntary corporation under the laws of New Hampshire. Without limiting the foregoing, no part of the activities of the NHWOA shall be the dissemination of propaganda, lobbying or otherwise attempting to influence legislation, except to the extent permitted by Section 501 (b) of the Code, and the NHWOA shall not participate in or intervene in ( including the publication or distribution of statements) any political campaign on behalf of(or in opposition to) any candidate for public office. A ” pecuniary benefit transaction” (as defined in RSA 7:19-a,1) between the NHWOA and its Directors or officers shall be prohibited unless it is in the best interest of the NHWOA and all of the conditions set forth in RSA 7:19-a are satisfied.
ARTICLE V
The NHWOA may purchase, receive or take by grant, gift, devise, bequest or otherwise, lease,or otherwise acquire, own, improve, employ, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated, in an unlimited amount, and may borrow and lend and may sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage, pledge, encumber or create a security interest in, all or any of such property or any interest therein. The NHWOA may solicit and receive contributions from any and all sources and may receive and hold, in trust or otherwise, funds received by gift or bequest.
ARTICLE VI
The NHWOA may make grants, donations or contributions in such amounts as the officers and Directors shall determine, in furtherance of its purpose as set forth in Article III above; provided, however, that as long as the NHWOA is entitled to exemption from Federal income tax as an organization described in Section 601 (c) (3) of the Code, it shall make no grants, donations or contributions other than for charitable purposes.
ARTICLE VII
The governance of the NHWOA and the general management of its affairs shall be vested in a Board of Directors composed of no fewer than three (3) and no more than seven (7) directors (individually, a “Director”, collectively, the “Directors”). The exact number, qualifications, term, method of acting and method of election, appointment and removal shall be fixed in the Bylaws of the NHWOA. Except as otherwise provided in these Articles of Agreement or the Bylaws,as thry may be amended from time to time, the business and affairs of the NHWOA shall be managed by its Board of Directors. The Directors and officers of the NHWOA shall not be personally liable for any debt, liability, or obligation of the NHWOA, to the maximum degree consistent with the laws of the State of New Hampshire.
ARTICLE VIII
The NHWOA may adopt such Bylaws and make such rules and regulations as may be deemed necessary, and may from time to time alter, amend, and modify the Bylaws, or its rules and regulations, as may therein be provided for, These Articles of Agreement may not be amended without prior approval of at least seventy percent (70%) of the entire Board of Directors and the prior approval of the Probate Court; provided, however, that the prior approval of the Probate Court shall not be required for ministerial charges to these Articles of Agreement such as the address at which the business of this NHWOA is to be carried on.
ARTICLE IX
Upon the liquidation or dissolution of the NHWOA in accordance with the Bylaws and the laws of the State of New Hampshire, the officers and the Directors shall, after making payment of all of its liabilities of the NHWOA to one or more other organizations exempt from Federal income tax under Section (c) (3) of the Code whose purpose and mission fulfill as nearly as possible the mission of the NHWOA, as the Board of Directors shall determine; provided that no such distributions shall be made in a manner inconsistent with the laws of the State of New Hampshire. Any assets not so disposed of shall be disposed of by the appropriate court of the jurisdiction in which the principal office of the NHWOA is then located, exclusively to one or more other organization exempt from Federal income tax under Section 501 (c) (3) of the Code whose purpose and mission fulfill as nearly as possible the mission of the NHWOA, as said court shall determine. Anything in this Article IX to the contrary notwithstanding upon liquidation or dissolution of the NHWOA, its assets shall be distributed solely to tax-exempt organizations whose exclusive beneficiaries are the people of the State of New Hampshire.
ARTICLE X
The NHWOA shall have no capital stock.
ARTICLE XI
The Incorporators hereby adopt the provisions of RSA 292:2,V-a, limitation of liabilty.
ARTICLE XII
No part of the net earnings of the NHWOA shall be divided among, inure to the benefit of or be distributed to its officers, Directors, or other private persons, except that the NHWOA 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 Article III hereof, except as otherwise provided in the NHWOA’s Bylaws.
ARTICLE XIII
The Board of Directors shall at all times be composed of individuals who are, or has been, actively participating as a wrestling official, or a qualified non-wrestling candidate.
ARTICLE XIV
All references herein to (i) the Code shall be deemed to refer to the Internal Revenue Code of 1986, as of now in force or hereafter amended,(ii) the RSA shall be deemed to refer to said statutes as now in force or hereafter amended, and (iii) particular sections of the Code or the RSA shall be deemed to refer to similar or successor provisions hereafter adopted.
IN WITNESS WHEREOF, the undersigned have hereto subscribed their names this 13 day of March, 2017