State of Georgia
Office of Secretary of State
I, Ben W. Fortson, Jr., Secretary of State of the State of Georgia, do hereby certify that "THE FEDERAL PROBATION OFFICERS ASSOCIATION, INC." was on the 24th day of March, 1975 duly incorporated under the laws of the State of Georgia by the Superior Court of Clarke County for a period of perpetual years from said date, in accordance with the certified copy hereto attached, and that the original articles of incorporation of said corporation has been duly filed in the office of the Secretary of State and the fees therefor paid, provided by law.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal of office, at the Capitol, in the City of Atlanta, this 1st day of April in the year of our Lord One Thousand Nine Hundred and Seventy Five and of the Independence of the United States of America the One Hundred and Ninety-ninth. /s/ Ben W. Fortson, Jr., Secretary of State of the State, Ex-Officio Corporation Commissioner of the State of Georgia.
IN THE SUPERIOR COURT OF CLARKE COUNTY, GEORGIA
The petition of Patrick J. Murphy, Walter Evans and Logan Webster, Petitioners, show the Court as follows:
I. The Articles of Incorporation of The Federal Probation Officers Association, Inc. executed by the incorporators are attached hereto.
II. The certificate of the Secretary of State that the name “The Federal Probation Officers Association, Inc.” is available is attached hereto.
WHEREFORE, Petitioners pray the The Federal Probation Officers Association, Inc. be incorporated.
/s/ Richard A. Chappell, Attorney for Petitioners
905 Citizens and Southern National Bank Building
Athens, Georgia 30601
ARTICLES OF INCORPORATION
I
The name of the corporation is:
THE FEDERAL PROBATION OFFICERS ASSOCIATION, INC.
II
The corporation shall have perpetual duration.
III
The corporation is organized for the following purposes:
1. To study and improve methods of correctional services and philosophy through research, publication, conferences and advocating pre-service and in-service education.
2. To promote a program of public relations in order to build and maintain an enlightened public interest in the proper administration of probation and parole and other correctional services.
3. To collaborate and, when appropriate, affiliate with other associations and groups interested in the prevention and treatment of crime and delinquency.
4. To continually maintain and advocate high professional personnel standards.
5. To promote the improvement of the laws governing criminal justice and correctional process.
6. To support and assist in studies for the determination and evaluation of fiscal and personnel needs and to make appropriate recommendations.
7. To acquire and administer funds and property, which after the payment of necessary expenses shall be devoted exclusively to scientific, literary and educational purposes.
8. The corporation is not organized and shall not be operated for pecuniary gain or profit. No part of the property of the corporation and no part of its net earnings shall inure to the benefit of any director or other private individual. It shall never be authorized to engage in a regular business of a kind ordinarily carried on for profit or any other activity except in furtherance of the purposes stated above for which the corporation is organized.
9. In the event of the dissolution of this corporation to the extent allowed under applicable law, all of the assets of the corporation shall be distributed to, or its assets shall be sold and the proceeds distributed to, another organization organized and operating for the same purposes for which this corporation is organized and operating, or to one or more corporations, funds or foundations organized and operating exclusively for religious, charitable, scientific, literary or educational purposes, which shall be selected by the executive board of the corporation. In the event that for any reason upon the dissolution of the corporation the executive board of the corporation shall fail to act in the manner herein provided within a reasonable time, the senior judge of the Superior Court of Fulton County shall make such distribution as herein provided upon the application of one or more persons having a real interest in the corporation or its assets.
IV
The affairs of the corporation shall be managed by an Executive Board consisting of the President, Executive Vice President, Secretary, Treasurer, one representative from Chief Probation Officers Council and the Regional Vice Presidents of the Probation Officers Association, Inc. The method of election of Directors shall be determined by the By-Laws of the corporation.
The By-Laws of the corporation may be adopted, altered, amended or repealed and new by-laws adopted, only by the affirmative vote of a majority of the members voting after due and appropriate notice.
V
The initial registered office of the corporation shall be at 1620 Stonecliff Drive, Decatur, Georgia 30033.
The initial registered agent of the corporation at the above address shall be Patrick J. Murphy.
VI
The initial Executive Board shall consist of three members who shall be:
(1) Ted 0. Wisner, 1635 Acacia Drive, Grand Rapids, Michigan 49502
(2) Paul M. Chandler, 680 Cambrian Drive, Campbell, California 95008
(3) Patrick J. Murphy, 1620 Stonecliff Drive Decatur, Georgia 30033
The names and addresses of the incorporators are:
(1) Ted 0. Wisner, 1635 Acacia Drive, Grand Rapids, Michigan 49502
(2) Paul M. Chandler, 680 Cambrian Drive, Campbell, California 95008
(3) Patrick J. Murphy, 1620 Stonecliff Drive Decatur, Georgia 30033
The above incorporators shall serve on the initial Executive Board and shall serve for a period of six months, and shall during that time prepare by-laws for consideration of the membership and shall conduct an election of officers by the membership.
IN WITNESS WHEREOF, the undersigned execute these Articles of Incorporation.
/s/ Ted O. Wisner
/s/ Paul M. Chandler
/s/ Patrick J. Murphy
ORDER
The Articles of Incorporation of The Federal Probation Officers Association, Inc. and the Certificate of the Secretary of State of Georgia that the name The Federal Probation Officers Association, Inc. is available having been examined and found lawful;
IT IS HEREBY ORDERED that The Federal Probation Officers Association, Inc. be and it hereby is incorporated under the laws of the State of Georgia.
This 20th day of March, 1975
Filed in this office the 24th day of March, 1975.
King Crawford, Clerk
/s/ James Barrow, Judge, Superior Court of Clarke County, Georgia
Newspaper Advertisement
On application of Patrick J. Murphy, Walter Evans, and Logan Webster, articles of incorporation have been granted to The Federal Probation Officer's Association, Inc. by the Honorable James Barrow, Judge of the Superior Court of Clarke County, in accordance with the applicable provisions of the Georgia Non-Profit Corporation Code. The registered office of the corporation is
located at 1620 Stonecliff Drive, Decatur, Georgia 30033, and its registered agent at such address is Patrick J. Murphy. The purpose of the corporation is to promote higher professional standards in probation and parole services and to encourage the improvement of the criminal justice process.
/s/ Richard A. Chappell, Attorney-for Petitioners, 509 Citizens & Southern National Bank Building, Athens, Georgia 30601
GEORGIA)
CLARKE COUNTY)
IN OFFICE OP CLERK OF SUPERIOR COURT, CLARKE COUNTY, GEORGIA
I, King Crawford, Clerk, Superior Court, said county, do hereby certify that the foregoing is a true and correct copy of Conformed copy of petition for amendment to Charter and articles of incorporation of ',The Federal Probation Officers Association, Inc." with order of the Judge thereon granting same, as the same appears on file and of record in this office.
I further certify that all costs have been paid to the Clerk of Superior Court of Clarke County, Georgia.
Witness my official signature and seal of said Court, this the 24th day of March 1975.
/s/ King Crawford, Clerk, Superior Court, Clarke County, Ga.
MINUTES OF THE FEDERAL PROBATION OFFICERS
ASSOCIATION INCORPORATORS MEETING
The meeting was called to order at 11:05 A.M., April 21, 1975, at the Cosmos Club, 2121 Massachusetts Avenue, Washington, D.C.
Present and participating were:
Ted O. Wisner Grand Rapids, Michigan
Paul M. Chandler San Jose, California
Patrick J. Murphy Atlanta, Georgia
constituting all of the Incorporators.
Also present but not participating were the following FPOA Board Members/Guests:
Eugene M. Sadoian, Las Vegas, Nevada
John H. Lynch, Pittsburgh, Pennsylvania
Edward L. Brown, Tucson, Arizona
Ezra E. Nash, Gadsden, Alabama
Eugene A. Curtis, Lewisburg, Pennsylvania
Charles B. Mandsager, Sioux Falls, South Dakota
Thomas L. Barnes, Cincinnati, Ohio
Arthur L. Hunter, Washington, D. C.
Logan A. Webster, Pittsburgh, Pennsylvania
William T. Woodard, Jr., Alexandria, Virginia
George Howard, Washington, D. C.
Richard A. Chappell, Athens, Georgia
Paul M. Chandler, by motion, nominated Ted O. Wisner, as Acting President; the motion was seconded by Patrick J. Murphy, and by unanimous vote Mr. Wisner was elected.
Ted O. Wisner, by motion, nominated Patrick J. Murphy as Acting Secretary; the motion was seconded by Paul M. Chandler, and by unanimous vote Mr. Murphy was elected.
The Charter of the Corporation was presented by Richard A. Chappell, Attorney, who stated that it had been duly granted by the Judge of the Superior Court of Clarke County, Georgia, on the 20th day of March, 1975.
After discussion, and on motion of Ted O. Wisner, and the motion being seconded by Patrick J. Murphy, the following resolution was unanimously adopted.
RESOLVED: that the Charter granted to the Incorporators be and the same is hereby accepted. The Acting Secretary of this meeting is directed to place a copy of the application, the Order
granting it and the Certificate of the Secretary of State of Georgia, in the forefront of the minute book of the corporation.
Paul M. Chandler, Incorporator, made a motion that all members of the Federal probation Officers Association be accepted into the corporation. The motion was seconded by Ted O. Wisner, and the Incorporators, by unanimous vote, elected to membership in the corporation the members of the incorporators predecessor organization, The Federal probation Officers Association, as shown by the membership records of that organization.
The matter of adoption of By-Laws and approval of other corporate matters for the corporation, by unanimous vote of the Incorporators, was referred to the membership for adoption. It was recommended to the membership that the By-Laws of the predecessor association be adopted at their first meeting and that its officers also be elected for this corporation; all this by Georgia State law being required within six (6) months of this meeting of Incorporators.
There being no further business to come before this meeting, it was adjourned.
/s/ Patrick J. Murphy
Acting Secretary
APPROVED:
/s/ Ted O. Wisner
Acting President
MINUTES OF THE FEDERAL PROBATION OFFICERS ASSOCIATION, INC. MEETING OCTOBER 14, 1975
The initial Executive Board of the Federal Probation Officers Association, Inc., also known as the Incorporators, consisting of Ted o. Wisner, Paul M. Chandler and Patrick J. Murphy, met at
Atlanta, Georgia on October 14, 1975 in compliance with Georgia State law. The meeting was called to order in the U. S. Probation Office, 56 Forsyth Street, N. W., at 10:15 A. M.
Prior to the Atlanta, Georgia meeting, the Incorporators submitted ballots to the general membership for their consideration and vote for or against the following three proposals:
1. Acceptance of the Charter of Incorporation.
2. Ratification of the same bylaws as previously governed the predecessor organization and,
3. The election of all officers of the Federal Probation Officers Association to be in the same position in the new Corporation.
Incorporators Wisner, Chandler and Murphy counted a total of 174 returned ballots which reflected a unanimous vote of yes to all of the above proposals, thereby effecting their adoption.
With the adoption of proposal three (3), the election of officers, the following were installed as officers of the Federal Probation Officers Association, Inc.:
Ted O. Wisner, President
Paul M. Chandler, Executive Vice-President
John H. Lynch, Secretary
Eugene M. Sadoian, Treasurer
REGIONAL VICE-PRESIDENTS:
Eugene A. Curtis, Northeast
Arnold L. Hunter, Mid-Atlantic
Ezra E. Nash, Southeast
Thomas L. Barnes, Great Lakes
Charles B. Mandsager, Central States
Edward L. Brown, Western
Brayton B. Crist, Council of Chief Probation Officer
Ted O. Wisner made a motion that Patrick J. Murphy be the Corporation's Representative as the Registered Agent, for annual Corporate filing purposes in the State of Georgia. Paul M. Chandler seconded the motion and it was unanimously passed.
Patrick J. Murphy made motion to ratify the actions of the Incorporators taken at the meeting held at Washington, D. C. on April 21, 1975. Ted O. Wisner seconded the motion and it was unanimously passed.
The next Annual Membership/Executive Board meeting was set for April 4, 1976; its location to be determined later.
There being no further business to come before this meeting, Paul M. Chandler moved that it be closed; Ted O. Wisner seconded the motion, and the meeting was adjourned.
/s/ Patrick J. Murphy
Acting Secretary
