Skip Navigation

University of Nebraska–Lincoln

Nebraska Well Drillers Association Archives

Courtesy of the School of Natural Resources

ARTICLES OF INCORPORATION
OF
NEBRASKA WELL DRILLERS ASSOCIATION

KNOW ALL MEN BY THESE PRESENTS:

The undersigned incorporators hereby associate themselves together for the purpose of forming a not-for-profit corporation under the Non-Profit Corporation Act, Sections 21,1901, et seq., R. Neb. Rev. Stat., 1943, and for that purpose hereby adopt these Articles of Incorporation.

ARTICLE I.

The name of the corporation shall be: The Nebraska Well Drillers Association.

ARTICLE II.

The street address of the initial registered office of the corporation shall be 952 Stuart Building, Lincoln, Nebraska, and the name of the registered agent at such address shall be Roy E. Mehmken.

ARTICLE III.

The corporation shall have perpetual existence.

ARTICLE IV.

The nature of the business and the objectives and purposes to be transacted, promoted and carried on by the corporation and its power are as follows:

  1. The corporation is organized for the purpose of being a trade association for water well drillers doing business within the State of Nebraska.
     
  2. More specifically, the corporation is organized for the promotion of the common business interest of drilling of water wells, and providing other related services. Such promotion shall include but not necessarily be limited to the following:
     
    1. To improve the business of privately owned and operated commercial water well drillers throughout the State of Nebraska:
    2. To develop publications, trade-shows and educational material;
    3. To develop principals of uniformity and cooperation among water well contractors; and
    4. To organize and promote legislative activity on behalf of commercial water well contractors.

ARTICLE V.

The corporation shall be a non-profit corporation. No part of the property or net earnings of the corporation shall inure to the benefit of or be distributable to its directors, officers, or private persons. The corporation shall be authorized to pay reasonable compensation for services rendered, to reimburse for reasonable expenses incurred on its behalf, and to make payments for expenses in furtherance of the purposes set forth in Article IV of these Articles of Incorporation.

The corporation except as limited herein, shall have all the powers and may engage in all activities allowed by the Nebraska Non-Profit Corporation Act which are related to the performance of purposes set forth in Article IV of these Articles of Incorporation.

Notwithstanding any other provisions of these Articles of Incorporation, 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 501(c) (6) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law.

ARTICLE VI.

The corporation shall have the following classification for membership:

  1. Active members who shall be any business, firm or organization which is engaged in the business of well drilling, service of wells, installation of wells, or installation of pumps. Active members shall be entitled to vote on matters of association business on the basis of one vote for each firm, notwithstanding the number of separate offices which a firm may have;
     
  2. Associate members which shall consist of firms, corporations, or associations interested in the business of water well drilling but not actively engaged in such well drilling. Associate members shall be entitled to all privileges of the Association except the privilege of voting and the privilege of holding office;
     
  3. Technical members shall consist of any individual or firm engaged in research, regulation, evaluation, development, or investigation of water or related technology; or any individual in an accredited university, college, or preparatory school, public or private, studying or teaching subject matter embracing the water well industry. Technical members shall be entitled to all privileges of the Association except the privilege of voting and the privilege of holding office; and
     
  4. Life members who shall be any active member of the Association having 30 years of paid attendance at conventions. Such life member shall be exempt from payment of convention registration fees. Such life member shall have all of the privileges of an active member.

The board of directors may establish classifications for benefactors, patrons, or similar groupings to honor or receive assistance from contributors of persons who otherwise are deserving of recognition, provided that no such person shall have a membership vote or director's vote by virtue of such recognition.

The members of the corporation and its officers and directors shall not be liable for, and their private property shall not be subject to, payment of corporate debts.

ARTICLE VII.

The affairs of the corporation shall be administered by a board of directors consisting of not less than seven (7) nor more than fifteen (15) members. The number, of qualifications and term of office, of the directors shall be provided in the by-laws. The members of the board of directors shall be elected as provided in the by-laws of the corporation.

The initial board of directors shall consist of the following persons:

NAME
ADDRESS
James Haggard
Imperial, Nebraska 69033
Leroy Maruhn
RR 2, Red Cloud, Nebraska 68970
Boyd Reed
Sterling, Nebraska 68443
Gerald Svoboda
2540 South 17th, Lincoln, Nebraska 68502
Ron Jensen
Burwell, Nebraska 68823
Earl L. Penry
Atkinson, Nebraska 68713
Rex Hand
Pleasanton, Nebraska 68866
Roy Rieschick
2202 Crook, Falls City, Nebraska 68355
Don Burton
Bartley, Nebraska 69020
Dick Grosch
O'Neill, Nebraska 68763
Fred W. Salmon
Wakefield, Nebraska 68784
Loren Taylor
Box 370, Gothenburg, Nebraska 69138

ARTICLE VIII.

No contract or other transaction between the corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose if:

  1. The fact of such relationship or interest is disclosed or known to the board of directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without helping the votes or consents of such interested directors; or
     
  2. The contract or transaction is fair and reasonable to the corporation.

Common or interested directors may be counted in determining the presence of a quorum at a meeting or the board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

ARTICLE IX.

The officers or the corporation shall be a president, vice president, secretary and treasurer, and such other offices as the by-laws may provide. The qualifications, method of election, term of office and responsibilities of the officers shall be as provided in the by-laws.

ARTICLE X.

Upon the dissolution of the corporation, after paying or making provision for the payment of all liabilities of the corporation, the board of directors, or in the event of its failure to act, a court of competent jurisdiction, shall distribute the remaining assets, to an organization exempt under Section 501(c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law, as the board of directors or the court, respectively, may determine.

ARTICLE XI.

These Articles of Incorporation may be amended at any regular or special meeting of the board of directors by a two-thirds vote of all directors.

ARTICLE XII.

The incorporators of this corporation are:

NAME ADDRESS
James Haggard Imperial, Nebraska 69033
Boyd Reed Sterling, Nebraska 68443