The undersigned, a majority of whom are citizens of the United States, desiring to form a non-profit Corporation under the non-profit Corporation law of Idaho, do hereby certify:
First: The name of the Corporation shall be God and Country Association, Inc.
Second: The place in this state where the principal office of the Corporation is to be located in the city of Nampa, Canyon County.
Third: Said Corporation is organized exclusively for religious, educational, and public service purposes to promote the edification of God and the United States of America. It is a non-profit corporation.
Fourth: The duration of the Corporation shall be perpetual.
Fifth: The purposes for which this Corporation is formed include:
Sixth: The Corporation is to have members. The Corporation's address is as stated in article Seven. The names and addresses of the persons who are the initial trustees of the Corporation are as follows:
Michael Howard 1412 Fern Nampa, Idaho
Delta Lewis 507 6th St. S. Nampa, Idaho
Bill Augsburger 2406 Latah Nampa, Idaho
Seventh: The initial registered office address and agent is:
Doyle W. Overman 1108 3rd Ave N #18 Nampa, Idaho
Eighth: The initial board of directors will be the trustees named in Article Six.
Ninth: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to members, trustees, officer, 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 Three 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 code, or (B) by a corporation, contributions to which are deductible under Section 170(C) (2) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code.
Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code, or shall be distributed to the Federal Government, or to a State or Local Government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal 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.
God and Country Association, Inc.
(Adopted date August 18, 2023)
Name: The name of this organization shall be the “God and Country Association, Incorporated”, hereinafter referred to as the “Association.” This name has been registered with the Secretary of State of the State of Idaho on May 18, 1988.
Section Business: This association shall be incorporated so as to qualify as a tax-exempt organization under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The duration of the corporation shall be perpetual.
Business of this association shall be conducted in accordance with the highest standards of Christian ethics.
Section 2. Purposes: To cooperate in the continuance and development of a God and Country Festival in the local area, Treasure Valley, Idaho; to promote the finances as related to the needs of evangelism, promotion, production and, as occasions arise, to meet purposes set forth by the voting members of this association; to develop correlating events and activities that are mutually beneficial to the community and to this association; to further the kingdom of God by offering an opportunity for members of the general public to commit their lives to Christ and to show God’s love through the efforts of this association.
Section 3. Organization: This association shall consist of a board of directors as outlined under articles III, IV and V. Robert’s Rules of Order, latest edition, shall be recognized as the authority governing the meetings of the Association, its Board of Directors, and committees, in all instances wherein its provisions do not conflict with these Bylaws.
Section 4. Events: This association shall provide for an open public festival once a year scheduled to be on the Wednesday preceding the 4th of July or as outlined by the board of directors. Various correlating events may take place throughout the year or on the same day as the primary event. The primary event shall provide for acknowledgment of those serving in the armed forces for the United States of America, patriotic public gathering as outlined in the constitution of the United States of America, a public fireworks display, celebrating the independence of our country and shall provide for an evangelical outreach to the public, of our Christian faith. The primary event may be comprised of various activities of entertainment and ministry that are within the guidelines and purposes of this association.
Membership: Membership in the board of directors of this association, shall be granted to those who agree with the stated purposes and bylaws of said organization and who are voted on by the majority of Board of Directors. A prospective member must be a Christian whose dedication to the Lord is in line with the purposes of this association. This person must further see the vision of reaching others for Christ and edifying God’s people.
Section 1. Board of Directors: The governing body of the Association shall be the Board of Directors consisting of the elected officers for a minimum of four (4) and a maximum of seven (7)
Section 2. Officers: The elected officers of the Board shall be a PRESIDENT, a VICE PRESIDENT, PAST PRESIDENT, a SECRETARY, and a TREASURER. The President and Vice President shall be elected for terms of one year. The Secretary and Treasurer may be the same person and shall be elected for terms of two years. The President shall serve no more than two years consecutively, unless approved by the Board.
Section 3. Duties of Officers: The duties of the officers shall be such as their titles, by general usage, would indicate and such as may be assigned to them by the Board of Directors. The Vice President shall perform the duties of the President in the event of absence or disability. Duties of the officers and other members of the Board of Directors shall be such as established annually by the Board of Directors.
Section 4. Directors: There shall be a minimum of four (4) and a maximum of seven (7) DIRECTORS as established annually by the Board of Directors. Directors shall be elected to serve for terms as established annually by the Board of Directors.
4.A. Voting shall be in person or by phone call. Proxy voting prohibited.
4.B. Section 2: Digital Voting: Voting on important matters, including but not limited to elections, amendments to the bylaws, and major decisions, may be conducted through secure digital voting platforms, as determined by the Board of Directors. Members will be notified of such votes through the Association's digital communication channels.
Section 5. Election of Officers and Directors: The election of Officers and Directors shall take place at the annual meeting in a manner established by the Board of Directors.
Section 6. Vacancies: Vacancies among the Board of Directors shall be filled by a simple majority vote of the Board of Directors in a manner established by the Board of Directors.
Section 7. Removal of Officers and Directors: In the event that an Officer or Director is deemed to be incapable of fulfilling the duties for which elected, or misses 3 meetings without permission, but will not resign from office voluntarily, the Officer or Director may be removed from office under majority vote of the Board of Directors.
The Advisory Committee shall consist of no more than 10 members and shall be considered as a prerequisite for membership in the Board of Directors as identified by majority vote of the Board of Directors. Advisory Committee members shall not have voting privileges but may voice their opinions openly or to individuals of the executive board.
Advisory Committee members may be re-elected each year by vote of the Board of Directors. Members of the advisory committee may become eligible for election to the Board of Directors after two years’ service on the advisory committee. Regular attendance is expected and encouraged, excessive absence will be deemed resignation from the committee.
Directors shall be assigned one or more committees to oversee and bring reports to the board. At the board’s discretion, Advisory Committee members may be invited to attend board meetings.
The committees shall consist of but not limited to:
See God and Country Policies & Procedures for details and guidelines.
Section 1: The Pastoral Committee shall consist of 3 Evangelical pastors. The chair for this committee shall be chosen by the board annually and the chair shall choose 2 other Pastors to serve with them.
Section 2: The duties of the Pastoral Advisory Committee are to administer over any ethical or moral complaints in regard to the board of directors or the advisory board. At the board’s will, prospective advisory committee members may be asked to appear before the pastoral committee before being placed on the advisory committee.
Section I. Annual Meetings: The annual meeting of the General Membership of the Board shall be held during August of each year, the date, place, and hour to be designated by the Board of Directors. Election of officers and board members shall take place at this meeting or as established by the Board of Directors.
Section 2. Monthly Meetings: Regular business meetings of the Board of Directors shall be held once a month to conduct business and planning sessions of the association and to hear various reports from committees and directors. Frequency of meetings may change by majority vote of the executive board. The Board of Directors shall designate a regular time and place of meetings.
Section 3. Other Meetings: Meetings of the Members may be held at other times as the President or the Board of Directors may determine, or upon special request of any board member.
Section 4. Quorum: The guidelines of a quorum shall be a majority of the board of directors.
Section 1. The elective year of the Board shall be August 1 to July 31.
Section 2. Our fiscal year of January 1 to December 31.
Section 1. These Bylaws may be amended by the majority vote of the Board of Directors present and qualified to vote at any meeting at which a quorum is present, provided the substance of such proposed amendment or amendments shall be plainly stated in the call for the meeting, except that the Board of Directors may, at any regular or special meeting of the Board of Directors at which a quorum is present, approve amendments to the Bylaws.
Section 2. Notice of all meetings at which amendments are to be considered shall be delivered to every member eligible to vote at least one (I) week prior to the time of meeting.
Section 3. All Directors, Officers, Advisory Committees, and Volunteers shall follow the Policies and Procedures as set forth by the Board of Directors.
Section I. According to Idaho current Idaho Code, upon the dissolution or winding up of affairs of this Association, the Board of Directors, after providing for the payment of all obligations, shall distribute any remaining assets, within its discretion, to any other non-profit tax-exempt organization.