DOWNTOWN MARCELINE ARTICLES OF
We, the undersigned natural persons of the age of eighteen (18) years or more, acting as
incorporators under the Missouri Nonprofit Corporation Act, adopt the following Articles of Incorporation.
The name of the corporation is the Downtown Marceline, and its duration shall be perpetual.
The purposes of this corporation are as follows:
1) To engage in educational and charitable activities. This corporation is organized
exclusively for charitable and educational purposes within the meaning of Section 501(c)(3)
of the Internal Revenue Code. Notwithstanding any other provisions of these Articles, this
corporation shall not carry on any activities not permitted to be carried on by an
organization exempt from federal income taxation under Section 50l(c)(3) of the Internal Revenue Code.
2) To engage in any lawful activity for which nonprofit corporations may be organized under 355 RSMo.
The initial registered office of the corporation in the State of Missouri is
209 N Main Street USA, Marceline, MO 64658, and the initial registered agent for the corporation is Christine T. Ankeney.
The members of the governing board shall be known as directors, and the number thereof shall be
fixed by the Bylaws of this corporation. The initial Board of Directors shall consist of a
minimum of five directors, not to exceed nine, whose names and addresses are:
Chris Ankeney, 31866 Julep Rd., Marceline
Chase Batye, 777 Valley Forge Dr., Brookfield
Darrell Gardner, 107 N. Main St. USA, Marceline
Kaye Malins, 100 West Broadway, Marceline
Michael Olinger, 641 Forest Bend Dr., Plano, TX
Julie Sheerman, 32951 Laser Dr., Marceline
Albert Yocom, 511 West Santa Fe, Marceline
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its
members, trustees, 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 II hereof. No substantial part of the activities of the
corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation. The
corporation shall not participate in, or intervene in, 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 by a corporation exempt from federal income tax under
section 50l(c)(3) of the Internal Revenue Code, or corresponding sections of any future federal tax code.
Upon dissolution of the corporation, assets shall be distributed to a nonprofit fund, foundation, or corporation
which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code or
corresponding section of any future federal tax code, or to a state or local government, for a public purpose.
These Articles may be amended as provided by Missouri law. However, no amendment may be made to Articles V and VI.
No director, trustee or any uncompensated officer of the corporation shall be personally liable to the
corporation or its members for monetary damages for conduct as a director, trustee, or any uncompensated
officer provided that this Article shall not eliminate the liability of a director, trustee or any
uncompensated officer for any act or omission occurring prior to the date when this Article becomes
effective and for any act or omission for which elimination of liability is not permitted under the Missouri
Nonprofit Corporation Act. Any director, trustee or uncompensated officer shall be entitled to
indemnification for any expenses or liability incurred in his or her capacity as a director, trustee or any
other uncompensated officer as provided by the Missouri Nonprofit Corporation Act.
The names and addresses of the incorporators are:
Chris Ankeney, 31866 Julep RD., Marceline
Chase Batye, 777 Valley Forge Dr., Brookfield
Darrell Gardner, 107 N. Main St. USA, Marceline
We, the undersigned incorporators, declare under penalty of perjury, that we have read the foregoing and to the
best of our knowledge and belief, it is true, correct, and complete.
Dated the 15th day of July, 2013.
BY-LAWS OF DOWNTOWN MARCELINE
ARTICLE I - NAME
The name of the organization shall be Downtown Marceline, and its duration shall be perpetual.
ARTICLE II - PURPOSE
The sole purpose of this not-for-profit corporation is to promote restructuring, restoration and preservation of
the downtown district of the City of Marceline, and to preserve our unique culture and heritage, in order to
promote the general welfare of this community as particularly set forth in the Articles of Incorporation
filed with the Missouri Secretary of State.
ARTICLE III - BOARD OF DIRECTORS
SECTION 1. BOARD OF DIRECTORS. The management of this organization shall be vested in the Board of Directors
with a minimum of five members.
SECTION 2. TERM. The term of the directors shall be three years beginning on January 1. Each director may
serve for more than one term if appointed. Each director shall serve until his/her successor is duly appointed.
SECTION 3. APPOINTMENT. On or before January 1, each year the directors for the issuing year shall be
designated and appointed as follows, to-wit:
The City of Marceline, MO, shall appoint one director; and
The Marceline Area Chamber of Commerce shall appoint two directors; and
The Marceline Tourism Committee shall appoint two directors; and
Additional at-large members as the Board deems necessary.
The Directors set forth in the Articles of Incorporation will serve until January 1,
2015, or until their successors are duly appointed.
SECTION 4. MEETINGS. The annual meeting of the Board of Directors shall be held in conjunction with the first
monthly board meeting of the calendar year. The directors shall meet monthly.
SECTION 5. QUORUM. A majority of the Board of Directors must be present at a meeting thereof to constitute a
SECTION 6. POWERS OF THE BOARD OF DIRECTORS. The Board of Directors shall have the full power and authority to
administer all the assets of the organization, and to exercise all of the powers necessary and appropriate
to control the work and purposes of this corporation and all its details. No contract, debt, or obligation
shall be binding unless contract is under the authority of the Board of Directors or its designated agent.
SECTION 7. VACANCY. Should any director for any reason fail or refuse to fulfill his/her duty as a director
hereof, the appointing entity of that director shall be immediately notified to appoint a successor; and
thereupon, such entity shall appoint a successor to fill the unexpired term of the retiring director.
SECTION 8. REMOVAL AND RESIGNATION.
Any director may be removed, with or without cause, by a majority vote of the entire Board of Directors at
any meeting of the Board. Any director may resign at any time by giving written notice to the Board of
Directors, the President or the Secretary. Any such resignation shall take effect at the time specified
therein; and unless otherwise specified therein, the acceptance of a resignation shall not be necessary to
make it effective.
ARTICLE IV - OFFICERS AND THEIR DUTIES
SECTION 1. OFFICERS. The officers of this corporation shall be President, Vice President,
Secretary and Treasurer. The officers, who shall be elected by the Board of Directors at its annual
meeting, shall hold office for a term of one year or until their successors are elected and qualified.
SECTION 2. PRESIDENT. The President shall preside at all meetings of the Board of Directors and
shall execute all legal papers, documents, or other instruments authorized to be executed by the Board of
Directors. The President shall appoint all committees and shall perform such other duties as may from time
to time be prescribed by the Board of Directors.
SECTION 3. VICE PRESIDENT. The Vice President shall act in the absence or disability of the
SECTION 4. SECRETARY. The Secretary together with the President, shall execute such legal papers,
documents, or other instruments as authorized by the Board of Directors. The Secretary shall keep the
minutes of all meetings of the Board of Directors and shall oversee the physical program of the
SECTION 5. TREASURER. The Treasurer shall cause all funds of the organization to be deposited in
depositories approved by the Board of Directors. The Treasurer shall see that an accurate record is kept of
funds and shall see that adequate reports are made to the Board of Directors. All checks upon bank accounts
of the organization shall be signed and directed by resolution of the Board of Directors.
SECTION 6. DIRECTORS. Members of the Board of Directors shall serve on a committee as appointed by
the President and any other appointments as assigned.
SECTION 7. REMOVAL AND RESIGNATION. Any officer may be removed, with or without cause, by the vote
of a majority of the entire Board of Directors at any meeting of the Board. Any officer may resign at any
time by giving written notice to the Board of Directors, the President or the Secretary. Any such
resignation shall take effect at the time specified therein; and unless otherwise specified therein, the
acceptance of a resignation shall not be necessary to make it effective.
ARTICLE V - AMENDMENTS
These By-laws may be amended by majority vote of the Board of Directors.
ARTICLE VI - LIMITATION OF LIABILITY OF DIRECTORS and OFFICERS
To the fullest extent as the corporation is authorized to do so by applicable law, the
liability of each director and officer for monetary damages arising from negligence or breach of duty as a
director and officer is hereby eliminated and the corporation shall indemnify and hold harmless the
directors and officers and each of them from loss or liability from any an all claims, demands, damages,
costs, expenses, attorney fees, and other pecuniary loss thereby incurred, except for fraud, gross
negligence, and intentional torts.
ARTICLE VII - DISPOSITION OF ASSETS
In the event of the dissolution of this association, the assets of this organization shall be
transferred to one or more organizations exempt under Section 501 (c) (3) of the Internal Revenue Code (or
the corresponding provisions of any future United States Internal Revenue Code), primarily operating for the
benefits of residents of Marceline, Missouri.
Adopted:July 16, 2013
Amended: October 29, 2013
Amended: November 12, 2014
Secretary of Downtown Marceline
DOWNTOWN MARCELINE ORGANIZATION