ARTICLES OF RESTATEMENT
Pursuant to the Nebraska Nonprofit Corporation Act, Nebraska Firearms Owners Association, a Nebraska nonprofit corporation, executes the following Articles of Restatement:
FIRST: The name of the corporation is Nebraska Firearms Owners Association.
SECOND: The Corporation’s Articles of Incorporation have been amended and restated so as to read in their entirety as follows:
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
NEBRASKA FIREARMS OWNERS ASSOCIATION
The name of the corporation is Nebraska Firearms Owners Association.
The corporation is a public benefit corporation. The period of duration of the corporation is perpetual.
The corporation is organized to: (1) protect and defend the rights of citizens of the State of Nebraska to acquire, possess, transport, carry, transfer ownership of, and enjoy the right to use arms; (2) promote public safety, law and order; (3) provide a consistent and unified voice for Nebraska firearms owners, including as it relates to firearms legislation at the state and local level; and (4) educate citizens in the State of Nebraska in the safe handling and efficient use of firearms. The Association may take all actions necessary and proper in furtherance of these purposes and objectives.
The affairs of the corporation shall be conducted by a board of directors of not less than three members. The qualifications of members of the board of directors, their manner of selection, term of office and voting rights shall be determined by the bylaws.
The corporation shall be under the complete control of the board of directors, which shall be responsible for the administration and disposition of all of its real and personal property in accordance with the purposes for which the corporation has been organized.
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 above. The corporation shall be organized and operated exclusively for the promotion of social welfare and not for profit. Notwithstanding any other provisions of these articles, the corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(4) of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent United States Internal Revenue Law).
Upon the dissolution of the corporation, the board of directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation in accordance with the provisions of the Nebraska Nonprofit Corporation Act, exclusively for the purposes of the corporation in such manner or to such organization or organizations organized and operated for substantially the same purposes as this corporation or exclusively for educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) or 501(c)(4) of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent United States Internal Revenue Law), as the board of directors shall determine.
The directors and officers of the corporation shall not be liable for the debts, liabilities, or obligations of the corporation, and the private property of such persons shall not be subject to the payment of corporate debts.
The corporation shall indemnify each person who serves or has served as a director or officer of the corporation to the extent permitted under the Nebraska Nonprofit Corporation Act. Moreover, any person who serves as a director or officer of the corporation shall be indemnified from and against any civil liability or damages for any act or omission which results in damages or injury if such person was acting within the scope of his or her official functions and duties as a director or officer (unless such damage or injury was caused by the willful or wanton act or omission of such director or officer).
However, the foregoing shall not apply to:
a. any breach of such person’s duty of loyalty to the corporation or its members;
b. any act or omission by such person not in good faith or which involves intentional misconduct or where such person had reasonable cause to believe his conduct was unlawful; or
c. any transaction from which such person derived any improper personal benefit.
The corporation will have members.
The street address of the registered office of the corporation is 1020 12th Street, Syracuse, Nebraska 68446; and the name of its registered agent at such address is Chris M. Zeeb.
To the furthest extent permitted by applicable law, the board of directors is expressly authorized and empowered to make, alter or repeal the bylaws of the corporation without further consent or approval of the members.
THIRD: The foregoing Amended and Restated Articles of Incorporation were adopted on November 5th, 2010.