EPSILON BETA OF ALPHA TAU OMEGA
BUILDING COMPANY
ARTICLES OF INCORPORATION
As Originally Filed on October 13, 1933 and as Amended on December 29, 1981
KNOW ALL MEN BY THESE PRESENTS, That we, the undersigned, hereby voluntarily associate ourselves together for the purpose of forming a corporation under the Laws of the State of Arizona for social and fraternal purposes, and not for profit, and for that purpose do hereby adopt the following Articles of Incorporation, to-wit:
ARTICLE I
The names, residences and addresses of the incorporators are as follows:
Elias M. Romley, Phoenix, Arizona
Louis J. Taylor, Phoenix, Arizona
ARTICLE II
The name of said corporation shall be Epsilon Beta of Alpha Tau Omega Building Company, and its principal place of business shall be in Tucson, County of Pima, Arizona.
ARTICLE III
The object and purpose of this corporation are declared to be not for pecuniary profits, either of its members or of the corporation, but to hold title to property, to collect income therefrom, and to turn over the entire amount thereof, less expenses, to the Arizona Epsilon Beta Chapter of Alpha Tau Omega Fraternity, University of Arizona, an unincorporated organization (provided that such organization is exempt from federal income taxation under Section 501(c) of the Internal Revenue Code of 1954 ("Code") (or the corresponding provisions of any future United States Internal Revenue Law), or to any other organization which is exempt under Code Section 501(c), and which promotes the ideals of Alpha Tau Omega Fraternity. To accomplish any or all of the foregoing, the corporation shall have and may exercise all of the rights, powers and privileges as set forth in Chapter V of the Arizona Revised Statutes.
The general nature of the business proposed to be transacted by this corporation is as follows: To buy and otherwise acquire, own, lease, rent, sell, convey, mortgage and in all other ways to deal in real estate both improved and unimproved; to own, operate and maintain an apartment or fraternity house, and to rent or least the same; to purchase or otherwise acquire, hold or dispose of the capital stock and bonds of any other corporation; to incur indebtedness, and to loan, raise and borrow money and to secure the payment thereof, in any lawful manner, including the execution of promissory notes or the issuance and sale or other disposition of bonds and other evidences of indebtedness of all kinds, whether secured by mortgage, pledge, deed of trust, or otherwise; to enter into, make and perform contracts of every kind with any person, firm, association or corporation; to receive donations, gifts, devises and bequests of every kind and character, from any source whatsoever; And for the purpose of attaining or furthering any of the objects of this corporation, to do any and all other acts and things and to execute any and all other powers, which a natural person could do and exercise.
ARTICLE IV
There shall be no capital stock of the corporation. Members of the corporation shall, subject to additional requirements as may be established in the Bylaws of the Corporation, consist of the following:
(a) All alumni members of the Arizona Epsilon Beta Chapter of Alpha Tau Omega Fraternity, and
(b) Upon application to, and approval by, the Board of Directors of the corporation, all alumni members of the Alpha Tau Omega Fraternity who are not alumni members of Arizona Epsilon Beta of Alpha Tau Omega Fraternity.
ARTICLE V
The time of commencement of this corporation shall be when the Articles of Incorporation have been filed in the office of the Arizona Corporation Commission, and the corporation's existence shall be perpetual.
ARTICLE VI
The affairs of the corporation shall be conducted by a Board of Directors consisting of not less than three (3) members, the exact number of which shall be established in the Bylaws. Directors shall be elected at annual meetings of the members, which shall be held at the time and place set forth in the Bylaws; and, unless provided otherwise by said Bylaws, or changed by resolution of the members, the said annual meeting shall be held on the first Monday of February of each year. Until the election and qualification of the directors as herein provided, the following shall constitute the directors of this corporation, who shall serve as such until the first annual meeting of the stockholders of said corporation to be held on the first Monday in February, 1934, except vacancies in said board which may be filled by the board itself in the manner to be provided in the by-laws of the said corporation:
Dr. V.G. Presson, Tucson, Arizona; J.B. Cunningham, Tucson, Arizona; John M. Johnson, Tucson, Arizona; William A. Steenbergen, Tucson, Arizona; Maximilian P. Vosskuhler, Tucson, Arizona (having been elected at a meeting in Tucson, Arizona on the 23rd day of September, 1933)
and the board of directors shall have the power to fill any vacancies on the board caused by death or otherwise, and any person so chosen shall serve until his successor has been duly elected and qualified. The by-laws of this corporation shall be adopted by the Board of Directors and the said board shall have the authority to amend or change the same at any time. The officers of this corporation shall be a president, vice-president, secretary and treasurer, and such other officers as the board of directors may decide upon, all of which shall be elected by the board of directors at its first and organization meeting, and thereafter at the first regular meeting of the directors after each annual meeting of the members, which officers shall be elected for one year and until their successors are duly elected and qualified.
ARTICLE VII
Provisions for contracting, securing, paying and limiting the indebtedness of the corporation and all other regulations not inconsistent with the laws of the State of Arizona and the purposes of this corporation shall be established by the Board of Directors of the corporation.
ARTICLE VIII
The private property of the members, directors and officers shall be exempt from all debts of the corporation.
ARTICLE IX
Elias M. Romley, of Phoenix, Arizona, who has been a bona fide resident of the State of Arizona for at least three years last past, is hereby appointed the lawful agent of this corporation for and on behalf of this corporation to accept and acknowledge service and upon whom may be served all necessary processes in any action, suit or proceeding that may be had or brought against this corporation any of the courts of the State of Arizona and for all purposes required by law. The board of directors may revoke this appointment at any time and shall have the power to fill any vacancy in such position.
ARTICLE X
These Articles of Incorporation may be amended by the affirmative voice of a majority of the members of the Corporation present at any duly called special or regular meeting at which a quorum is present, provided that such amendments are in conformance with Arizona law and in the corporation's tax exempt status.
IN WITNESS WHEREFOR, the said incorporators have hereunto set their hands this 13th day of October, 1933.
// ss Elias M. Romley //
// Ss Louis J. Taylor//
STATE OF ARIZONA
COUNTY OF MARICOPA
The foregoing instrument was acknowledged before me this 13th day of October, 1933, by Elias M. Romley and Louis J. Taylor, therein named as incorporators.
Lulu B. Lamm, Notary Public
My commission expires December 19, 1934