ARTICLES OF INCORPORATION
NACO HERITAGE ALLIANCE, INC.
(Arizona Non-Profit, Tax Exempt Corporation)
We, the undersigned, associate ourselves together to form a non-profit private corporation under the laws of the State of Arizona and for that purpose adopt the following Articles of Incorporation.
ARTICLE I - CORPORATE NAME
The name of this Corporation shall be: NACO HERITAGE ALLIANCE, INC.
ARTICLE II - PLACE OF BUSINESS
The principal office and place of transacting the business of the Corporation shall be Naco Heritage Alliance, 1794 W. Newell, P.O. Box 727; Naco, Arizona 85620; however, its Board of Directors may meet for the transaction of business at such other places within the State of Arizona as the Directors may from time to time designate.
ARTICLE III - PURPOSE
The purpose for which this Corporation is organized is the transaction of any and all lawful business for which non-profit corporations may be incorporated under the laws of the State of Arizona, as they may be amended from time to time. Said Corporation is organized exclusively for charitable, scientific and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code, including for such purposes the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code. To the extent that the following conforms to such charitable, scientific and educational purposes, the general nature of the business to be transacted by the Corporation is more specifically as follows:
1. Preservation, restoration and educational activities related to Camp Naco, Arizona
2. Preservation, restoration and educational activities related to other sites of historical and cultural importance in the area.
The foregoing enumeration of special powers shall not be deemed to limit or restrict the general powers of the Corporation and the enjoyment and exercise thereof, as conferred by the laws of the State of Arizona under which this Corporation is incorporated.
ARTICLE IV - INITIAL BUSINESS
The character of the affairs and business that the Corporation initially intends to conduct in this State is to take all such actions as may be appropriate to accomplish the purposes set forth above.
ARTICLE V – POWERS
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section or provision of any future United States Internal Revenue law or federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, or the corresponding section or provision of any future United States Internal Revenue law or federal tax code.
ARTICLE VI - MEMBERSHIP
The Corporation will have members.
ARTICLE VII - LIQUIDATION
Upon the winding up and dissolution of this Corporation, the Board of Directors shall, after paying or adequately providing for the payment of all of the liabilities of the Corporation, the remaining assets exclusively for the purposes of the Corporation shall be distributed to a non-profit fund, foundation, or corporation, which is organized and operated exclusively for charitable, educational, religious or scientific purpose as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future United States Internal Revenue law or federal tax code, as the Board of Directors shall determine. Any assets not disposed of shall be disposed of by the Superior Court of the County in which the principle office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE VIII - BOARD OF DIRECTORS
The affairs of the Corporation shall be conducted by a Board of Directors whose number and term shall be provided in the Bylaws of the Corporation. The initial Board of Directors shall consist of three directors. The names and addresses of the persons who are to serve as the directors until the first annual meeting of the Board of Directors, or until their successors are elected and qualified are:
Name Address
Name Address
Name Address
The number of persons to serve on the Board of Directors thereafter shall be fixed by the Bylaws.
Except as otherwise provided in these Articles of Incorporation, the Board of Directors, by a majority vote of those present at a duly-convened meeting, shall have the power to adopt, amend and rescind the Bylaws for the governing of the Corporation, to fill vacancies occurring in the Board of Directors, or in the offices of the Corporation, from any cause, and to designate such powers and duties for said officers as they may be prescribed.
ARTICLE IX - EXEMPTION OF PRIVATE PROPERTY
The incorporators, directors, officers, employees and agents of the Corporation and their property shall be forever exempt from liability or assessment for its debts, obligations or engagements.
ARTICLE X - ELIMINATION OF DIRECTORS’ LIABILITY
The personal liability of the directors to the Corporation or its members for monetary damages for any action taken or failure to take any action as a director is eliminated to the fullest extent permitted by applicable law. Neither this provision nor any other provisions in these Articles shall eliminate or limit the liability of a director for any of the following:
A. The amount of a financial benefit received by a director to which the director is not entitled.
B. An intentional infliction of harm on the corporation.
C. A violation of A.R.S. § 10-3833 (liability for unlawful distributions).
D. An intentional violation of criminal law.
For purposes of this provision, “director” shall include trustees or persons who serve on a board or council of the Corporation in an advisory capacity.
ARTICLE XI - INDEMNIFICATION
The Corporation shall indemnify any person against expenses, including without limitation, attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by reason of the fact that he/she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trustor, other enterprise, in all circumstances in which, and to the extent that, such indemnification is specifically permitted and provided for by the laws of the State of Arizona as then in effect.
The power of indemnification under the Arizona Revised Statutes shall not be denied or limited by the Bylaws.
ARTICLE XII - INCORPORATORS
The names and addresses of the Incorporators are:
1.
2.
3.
All powers, duties, and responsibilities of the incorporators shall cease at the time of delivery of these Articles of Incorporation to the Arizona Corporation Commission.
ARTICLE XIII - STATUTORY AGENT
The Statutory Agent is , whose physical address is
ARTICLE XIV - AMENDMENTS
These Articles of Incorporation may be amended from time to time only by a majority vote of the Board of Directors of the Corporation present, in accordance with procedures set forth in the Bylaws of the Corporation, at a duly convened meeting called for that purpose, if a quorum is present and a notice is given as specified in the Bylaws of the Corporation.
ARTICLE XV - DISCRIMINATION
The Corporation will not practice or permit discrimination on the basis of sex, age, race, national origin, religion, or physical handicap or disability.
IN WITNESS WHEREOF, we, the undersigned Incorporators, hereto set our hand this _______ day of ________________, 2008.
CONSENT TO ACT AS STATUTORY AGENT
I , having been designated to act as statutory agent for NACO HERITAGE ALLIANCE, INC., hereby acknowledge, consent, and accept the appointment as statutory agent effective this ______ day of __________________, 2008, and I shall act in this capacity until removal or resignation is submitted in accordance with Arizona Revised Statutes.
Monday, July 07, 2008
Articles of Incorporation
A lot has been happening with the preservation/restoration efforts of Camp Naco in 2008. Community town forums, aka charrettes, have been held to gather input from folks as to how people feel this resource should be developed. Fencing the property, which has been a priority, has finally been accomplished.
And, most recently, Articles of Incorporation have been drawn up to formalize a non-profit organization to spearhead much of the anticipated future activity and plans. Having a non-profit entity will be valuable in applying for future grants for the Camp.
The group of volunteers who have been working on Camp Naco are now OFFICIAL! The old unofficial name, Camp Naco Arizona Preservation Committee (CNAPC) has been replaced with the official name of Naco Heritage Alliance, Inc.
Tuesday, December 18, 2007
Wednesday, October 17, 2007
Sunday, May 20, 2007
May 19, 2007.....Volunteers clean up Camp NacoNACO, Ariz. Chainsaws and weed-eaters buzzed as volunteers swarmed over an old Army border post Saturday.Local historians searched for clues to the past as they cleared decades of debris and desert vegetation that have nearly enveloped Camp Naco.For more of this story, click on or type the URL below:http://svherald.com/articles/2007/05/20/news/doc464ff15bcb242790367172.txt
Friday, May 18, 2007
Update on Clean-up
In lieu of an official CNAPC meeting, 13 people met at the Camp to discuss the requirements and the plan for the Clean-up on Saturday, 19 May 07.
On the advice of the Naco Fire Dept, it was determined that more effort during the Clean-up will be devoted to removing the hazards from around the buildings based on the increased risk of fire threat.
The plan is to begin at the southwest corner, having some begin along the Newell Street side and some along Willson Road side, and clear the small trees, brush, and trash around the buildings. The smaller trash items will be placed in the dumpsters, the larger items will be stacked behind the dumpsters, and will be thrown in later if there is room. The bio trash, brush, trees, etc, will be placed in the open area between the two quadrangles.
..............................
My sincere gratitude to everyone who has supported this.
Sincerely,
Debby Swartzwelder
On the advice of the Naco Fire Dept, it was determined that more effort during the Clean-up will be devoted to removing the hazards from around the buildings based on the increased risk of fire threat.
The plan is to begin at the southwest corner, having some begin along the Newell Street side and some along Willson Road side, and clear the small trees, brush, and trash around the buildings. The smaller trash items will be placed in the dumpsters, the larger items will be stacked behind the dumpsters, and will be thrown in later if there is room. The bio trash, brush, trees, etc, will be placed in the open area between the two quadrangles.
..............................
My sincere gratitude to everyone who has supported this.
Sincerely,
Debby Swartzwelder
Thursday, April 19, 2007
Clean-up Scheduled May 19
A group interested in preserving historic Camp Naco met Thursday, April 18, 2007, at the Turquoise Valley Country Club in Naco. This was the first time this year most of us had all sat down together to review our progress.
The items for discussion included a bank account for donations, updates on grant applications, clean-up, creating a mission statement, having a Charette, etc.
There are currently two grant applications under review, one with the State Historic Preservation Office, and one with the Center for Desert Archaeology. Decisions on both are expected sometime in May, 2007.
While hopeful the grants will be approved, clean-up of the property is necessary, in any event. There is an awful lot of trash both inside and outside the buildings which must be removed.
Debbie Swartzwelder has lined up a number of Lieutenants from Ft. Huachuca to assist on Saturday, May 19, 2007. She will be contacting Home Depot, Lowe's, and other appropriate businesses requesting donations of trash bags, gloves, and such. Dave Perryman, Gene McCullough, and others will work with Debbie in coordinating the event.
MARK May 19, 2007, on your calendar if you would like to come down to Camp Naco to help out. Because this is an historic site, this will be a monitored activity, but help is welcome. Contact us for additional information, and look for announcements in the Sierra Vista Herald.
The group also agreed to schedule regular meetings on the 3rd Thursday of the month at 4pm. If there is nothing to discuss, or a change in venue, group members will be contacted. If you would like to be kept informed, please contact us.
At this point there has not been any formal committee formed, but efforts are underway to create one that can apply for 501 (c) 3 non-profit status, allowing contributions to be tax-deductible.
Everyone acknowledges Huachuca City as the rightful owner, but having a 501 (c) 3 opens the door to so many grant opportunities that forming a non-profit advisory committee would be very helpful.
Chris Overlock presented a mock-up for a brochure describing the current status of the Camp, and will be in contact with other group members to work on revisions.
The items for discussion included a bank account for donations, updates on grant applications, clean-up, creating a mission statement, having a Charette, etc.
There are currently two grant applications under review, one with the State Historic Preservation Office, and one with the Center for Desert Archaeology. Decisions on both are expected sometime in May, 2007.
While hopeful the grants will be approved, clean-up of the property is necessary, in any event. There is an awful lot of trash both inside and outside the buildings which must be removed.
Debbie Swartzwelder has lined up a number of Lieutenants from Ft. Huachuca to assist on Saturday, May 19, 2007. She will be contacting Home Depot, Lowe's, and other appropriate businesses requesting donations of trash bags, gloves, and such. Dave Perryman, Gene McCullough, and others will work with Debbie in coordinating the event.
MARK May 19, 2007, on your calendar if you would like to come down to Camp Naco to help out. Because this is an historic site, this will be a monitored activity, but help is welcome. Contact us for additional information, and look for announcements in the Sierra Vista Herald.
The group also agreed to schedule regular meetings on the 3rd Thursday of the month at 4pm. If there is nothing to discuss, or a change in venue, group members will be contacted. If you would like to be kept informed, please contact us.
At this point there has not been any formal committee formed, but efforts are underway to create one that can apply for 501 (c) 3 non-profit status, allowing contributions to be tax-deductible.
Everyone acknowledges Huachuca City as the rightful owner, but having a 501 (c) 3 opens the door to so many grant opportunities that forming a non-profit advisory committee would be very helpful.
Chris Overlock presented a mock-up for a brochure describing the current status of the Camp, and will be in contact with other group members to work on revisions.
Monday, October 16, 2006
Though in disrepair, many of the original adobe buildings are still clearly identifiable as officer quarters, barracks, and a hospital. Camp Naco played an instrumental role in the Mexican Expedition when General John "Blackjack" Pershing led 10,000 soldiers, including then-Lt. George Patton, into Mexico in retaliation for Pacho Villa's raids into the United States.
The Camp is visible reminder of a time when the military relied on the horse cavalry. While troops came from all over the United States, of particular interest is the presence of the 10th Cavalry, known as the Buffalo Soldiers, at a time when the races were still segregated. Concern for border security during and after WWI kept the Camp in operation until 1923.
The historical importance of Camp Naco continued into the Great Depression when the Civilian Conservation Corps (CCC) occupied the adobe compound and upgraded the facilities. That portions of the Camp were converted to residential housing enabled the buildings to avoid demolition. Vacant since 1990, Camp Naco is now at a crossroads. It will either be preserved as a vital link to a dramatic era which still reverberates throughout North America. Or it will be bulldozed and forgotten. It will either aid us in understanding the roots of the current border situation, or its rich history and great legacy will be buried and forever lost.
The Camp is visible reminder of a time when the military relied on the horse cavalry. While troops came from all over the United States, of particular interest is the presence of the 10th Cavalry, known as the Buffalo Soldiers, at a time when the races were still segregated. Concern for border security during and after WWI kept the Camp in operation until 1923.
The historical importance of Camp Naco continued into the Great Depression when the Civilian Conservation Corps (CCC) occupied the adobe compound and upgraded the facilities. That portions of the Camp were converted to residential housing enabled the buildings to avoid demolition. Vacant since 1990, Camp Naco is now at a crossroads. It will either be preserved as a vital link to a dramatic era which still reverberates throughout North America. Or it will be bulldozed and forgotten. It will either aid us in understanding the roots of the current border situation, or its rich history and great legacy will be buried and forever lost.
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