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1970-01 Lease Amendment for Kodiak Fairgrounds and Bylawsm ✓_� STATE F ALASKA 0 A DEPARTMENT OF NATURAL RESOURCES DIVVISION OF LANDS 323 East Fourth Avenue Anchorage, Alaska 49501 ADL No. 50037 LEASE AGREEMENT NEGOTIATED PURSUANT TO AS 38.05.315 THIS INDENTURE made and entered into this 4th day of November , 19 70 , by and between the STATE OF ALASKA, through the Director of the Division of Lands, with the consent and approval of the Commissioner of the Department of Natural Resources, acting for and on its behalf under and pursuant to AS 38.05, as amended, and the regulations promulgate thereunder, as amended or hereafter amended, hereinafter referred to as the LESSOR: and KODIAK JAYCEES INC. of Box 265, Kcdiak_, Ala_sl:a hereinafter referred to as the LESSEE: d WITNESSETH, that whereas the Lessor has classified =C-1ERCIAL lands on pursuant to AS 38.05, as amended; and ^w the lands herein demised as: 19 , WHEREAS, the Lessor has caused the lands herein demised to be appraised and such appraisal was made and approved on or after November 3, , 19 70 ; and WHEREAS, the Lessor has caused a notice of intent to lease the lands herein demised to be published as required by law or caused notices of intent to lease to be posted as re- W=�ired by law; and WHEREAS, an auction of the herein demised property was held at the time and place designated by notice and said sale was approved by the Director of the Division of Lands, Department of Natural Resources, State of Alaska: ' NOW THEREFOR, the Lessor has agreed to let and does hereby let and demise to the Lessee, and the Lessee has agreed to take and does hereby .take from the Lessor all that lot, piece, or parcel of land more particularly bounded and described, as follows: A tract of land located in U. S. Survey 2539, Kodiak Island Borough, State of Alaska, describedas follows: Beginning at triangulation monument Hi "A"; thence S 260L!.00'along the northerly boundary of :AVY Tractto corner o said tract, thence 0h^ 0000 OU' d, 2100.00'; thence N70o1k '35 W, 300.00 , 'thence S667 2811 ri', 3121.05 more or� less to the point of bpr inning. Contains 73 acres more or less. Located in Township 28 South, Range 20 West, Seward Meridian. TO HAVE AND TO HOLD the said demised premises for a term of F'ifty-fiv'e ( 55 ) years commencing on the 4th day of Nova-ber , 19 770 and ending at 12 o'clock midnight on the 3rd day of November , -14.2025, unless sooner terminated as hereinafter.provided.,,, - The Lessee shall pay to the Lessor rental as follows: Equal annual paymencsJ1 in advance, on or before the 4th day of November of every year during' said term at the rate of Two f'tundred Forty and Wo. /100 ----------------------------- ollar_s ($ 240.00 ) per .annum ; such payments to be subject to adjustment at each five- year interval from the effective date hereof, if the lease term hereof exceeds five years, 0h adjustment to'be based primarily upon a reappraised annual rental value of land in a . of improvement similar to that of the land described herein at the time this lease entered into. It is agreed that the covenants, terms and agreements herein contained shall be binding upon the successors at,d assigns of the respective partes hereto. It is hereby mutually covenanted and agreed that this indenture is made upon e foregoing, and upon the following agreements, conditions, covenants, and terms, VIZ: 1. lige word "Lessor" as and wherever used in the lease, shall be construed to aclude, and shall include, bind and inure to the benefit of the State of Alaska, Lts IM and assigns, at any time during the term of this lease or any renewal thereo~f; and the word "Lessee" as and wherever used in this lease shall be construed to include and shall include and bind and inure to the benefit of the Lessee, his successors and assigns. 2. It shall be the responsibility of the Lessee to properly locate himself and his improvements within the confines of the property leased herein. 3. The Lessor, hereby expressly saves, excepts and reserves out of the grant hereby sadesunto itself, its lessees, successors, and assigns forever, all oils, gases, coal, ores, minerals, fissionable materials, and fossils of every name, kind or descrip- tion, and which may be in or upon said lands above-described, or any part thereof, and the right to explore the same for such oils, gases, coal, area, minerals, fissionable materials, and fossils, and it also hereby expressly saves and reserves out of the grant hereby made, unto itself, its lessees, successors, and assigns forever, the right to enter by itself, its or their agents, attorneys, and servants upon said lands, or any part or parts thereof, at any and all times. for the purpose of opening, developing, drilling,and working mines or wells on these or other lands and taking out and removing therefrom all such oils, gases, coal, ores, minerals, fissionable materials and fossils, and to that end it further expressly reserves out of the grant hereby made, unto itself, its lessees, successors, and assigns forever, the right by its or their agents, servants and attorneys at any and all times to erect, construct, maintain, and use all such buildings, machinery, roads, pipe- lines. powerlines, and railroads, sink such shafts, drill such wells. remove such soil, and to remain on said lands or any part thereof for the foregoing purposes and to occupy as much of said lands as clay be necessary or convenient for such purposes hereby expressly eserving to itself, its lessees, successors, and assigns. as aforesaid. generally all ghts and power in. t% and over said land, Whether herein expressed or not, reasonably cessary or convenient to render beneficial and efficient the complete enjoyment of the property and rights hereby expressly reserved. Provided, however, no rights shall be exercised by the Lessor or its Lessees, until provision has been made by the Lessor or its lessees, to pay to the Lessee of the land, upon which the rights herein reserved to the Lessor or its Lessees, are sought to be exercised. full payment for all damages sustained -by said Lessee, by reason of entering upon said land; provided. that if said Lessee for any cause whatever refuses or neglects to settle said damages, the Lessor or its Lessees, or any applicant for a lease or contract from the Lessor or its Lessees for the purpose of prospecting for valuable minerals. or option contract or lease for mining coal or lease for extracting petroleum or natural gas, shall have the right, after posting a surety bond with the Director issued by a corporation qualified to do business In Alaska and licensed to sell insurance in Alaska or a bond exe- cuted by one or more individual sureties approved by the Director, after due notice and opportunity to be heard, to be sufficient in amount and security to secure the said Lessee full payment for all such damages, to enter upon the land in the exercise of said reserved rights, and shall have the right to institute such legal proceedings in a court of competentjurisdiction wherein the land is situated, as may be necessary to determine the damages which the surface lessee of such lands may suffer. 4. The lands leased herein have been classified as shown on Page 2 of this agreement and in accordance with the Classification Regulations. Title 11, Division 1, Chapter 1, Subchapter 1, Alaska Administrative Code and any use thereof which shall be in 10. material ccnflict with said classification shall, if not remedied after due notice there - has been served on the Lessee, constitute a breach of this lease and the Lessor may reupon terminate same in accordance with provisions herein contained. The Lessor does DOE warrant that by such classification the land is ideally suited for the use authorized thereunder and the Lessor gives no guaranty, actual or implied, that the ut said Classification will be profitable, ilization under J S. tinder this lease the Lessee acquires no interest whatsoever in any coAl, oil. #as and other minerals or any deposits of stone or gravel valuable for extraction or utili- zation or any materials subject to Title 11, Division 1, Chapters four (4), Five (S) and Six (b), Alaska Administrative Code, as amended or as shall hereafter be amended. The Lessee shall not sell or remove or attempt to sell or remove any timber, stone, gravel. peatmose, or any other material valuable for building or commercial purposes; provided, however, that naterLal required in the enjoyment of this lease may be used after a written permit therefor has been obtained from the Lessor. E. The Lessor expressly reserves the right to grant easements or rights-of-way across the land herein leased if tt is determined by the Director to be in the best Interests of the State to do so; provided, however, that the Lessee' shall be entitled to compensation for all improvements or crops which are damaged or destroyed as a direct result of the utilisation of such easement or right-of-way. 7. The Lessee shall not commit waste or injury upon the property leased herein. 9. If the lands leased herein are classified and leased as grazing or agri- cultural lands the LessPe shall not prevent or deny the lawful pursuit or the hunting of game or the taking of fish; provided, however, Lige Director, upon request in writing, may allow the lands leased herein, or portions thereof, to he posted to prohibit hunting and fishing when it appears necessary in order to properly protect the Lessee and his property. 9. Should the lands herein leased lie within the jurisdiction of any authorized building or zoning authority they shall be utilized in accordance with the rules and regu- ions promulgated by said authority. 10. The Lessee shall take all reasonable precaution to prevent, and take all reasonable action to suppress grass, brush and forest fires on the land herein leased. 11. The Lessee shall allow the Lessor, through its duly authorized representa- tive. to enter upon the leased premises, at any reasonable time, for the purpose of an inspection thereof. 12. when the Lessee shall u3e the lands leased herein to construct env form of hydraulic project or employ any equipment or engage in any activity which will use, divert, obstruct, pollute or change the natural, flew or bed of anv river, lake or stream or that will utilize any of the waters of the. State or materials trom any river. lake or stream beds, the Lessee shall. prior to the commencement of any such operations, procure the approval of the Cornnisitoner of the Departnent of Fish dnd Came and the original or an image cony thereof shall be filed with the Lessor prior to the commencement of such activity. 13. The Lessee may assign :he lan.ls, or porcion thereof. herein demLsed. pro- vided, he first makes„applicatLon to the Lessor for a permit. The Utrector, in his discretion, may issue such -e mit if he finds it to be in :he �esc interest of Alaska. No aastgnmenc shall be permitted until the assignee thereunuer a,lrees to become subject to and be governed by the provisions of this lease in the same manner as though he were the origi- nal Lessee. No such aselgnment will be effective until tie Director signs and issues a written permit therefor. 0 11 14. This lease may not be modified orally or Ln any manner other than by an meet in writing signed by all parties hereto or their respective successors in interest. 15. The Lessee's rights under this lease may be terminated by the Director, inu whole or in part, if the leased premises are being used for an unlawful purpose. lb. If the Lessee should default in the performance of any of the terms, cove- nants or stipulations herein contained or of the regulations promulgated pursuant to A5 38.45, as amended, and said default shall not be remedied within 30 days after written notice of such default has been served upon the Lessee by the Lessor, the Lessee shall be subjected to such legal action as the Lessor shall deem appropriate including but not limited to, the forfeiture of this lease. No improvements may be removed by the Lessee during any period in which this lease is in default. In the event that this lease shall be terminated because of a breach of any of the terms, covenants, or stipulations contained herein the annual rental payment last made by the Lessee shall be retained by the lessor as liquidated damages. 17. Any notice or demand which must be given or made by the parties hereto shall be in writing, and shall be complete by sending such notice or demand by United States, registered or certified mail to the address shown on the lease or to such other address as the parties shall designate in writing from time to time. A copy of any such notice shall be forwarded by the Lessor to any lienholder who has properly recorded his interest in the lease with the Lessor. 18. In the event that this lease is terminated as herein provided, by summary proceedings or otherwise, or in the event that the demised lands, or any part thereof, *part ld be abandoned by the Lessee during the term of this lease, the Lessor may immedi- y, or at any time thereafter, enter or re-enter and take possession of said lands, or thereof, and without liability for any damage therefor. remove all persons and property therefrom either by summary proceedings or by a suitable action or proceeding at law; provided, however, that the words "entry" and "re-entry" as wed herein, are not restricted to their technical legal meaning. Any entry or re-entry, possession, repossession, dispossess, and/or dispossession by the Lessor, whether had or taken by summary proceedings, or otherwise, shall not be deemed to absolve, relieve, release or discharge the Lessee, either in whole or in part. -from any liability hereunder. 19. Upon the expiration, termination or cancellation of this lease, unless the same has been renewed, the Lessee shall quietly and peaceably leave, surrender and yield up unto the Lessor all of the leased land on the last day of the term of the lease. 20. The receipt of rent by the Lessor, with or without knowledge of any breach of the lease by the Lessee or of any default on the part of the Lessee in observance or performance of any of the conditions or covenants of this lease, shall not be deemed to be a waiver of any provision of this lease. No failure on the part of the Lessor to en- force any covenant or provision herein contained, nor any waiver of any right hereunder by the Lessor, unless in writing, shall discharge or invalidate such terms or covenants or affect the right of the Lessor to enforce the same in the event of any subsequent breach or default. The receipt by the Lessor of rent or any other sum of money or the termination, in any manner, of the term therein demised, or after giving by the Lessor of any notice hereunder to affect such termination, shall not reinstate. continue, or extend the resultant term herein demised, or destroy, or in any manner impair the efficacy of any IWting notice of termination as may have been given hereunder by the Lessor to the Lessee r to the receipt of any such sum of money or other consideration, unless expressed in and signed by the Lessor. 21. The Lessee, after written request therefor has been filed with the Lessor and prior to the commencement of such work, may receive credit toward cur.rent or future rentals, provided the contemplated work, to be accomplished on or off the area leased erein, in the discretion of the Lessor, shall result in increased valuation to other tate-owned lands. The Lessor's authorization to proceed with the work for rental credit, if granted, shall stipulate the type and extent of improvements, standards of construccion to be followed and the maximum allowable rental credit therefor; provided further that no rental credit shall inure to the Lessee until the work has been completed and the Lessor, has inspected .same to determine compliance with the provisions of said authorization. 22. If, upon the expiration of this lease, the Lesseedesires a renewal lease on the lands, properties or interests covered herein, he shall within 30 days before the expiration of this Lease, make application to the lessor an Forex DL-74 entitled "Application for Renewal of Lease". in which he must certify under oath as to the character and value of all the improvements existing upon the land, the purpose for which he desires a renewal and such other information as the Director of the Division of Lands may require. Along with the application the applicant shall deposit a sum equal to 50% of the current annual rental, as provided herein, but in no event to exceed the sum of $50.00. The _Lessor may thereupon lease said lands in compliance with the provisions herein enumerated, AS 38.05, as amended, and the rules and regulations promulgated thereunder, allowing a preference right to the Lessee herein. 23. The Lessee hereunder shall, upon the expiration of this lease or the prior termination thereof by mutual agreement, be allowed a preferenceright to re-lease the lands leased herein if all other pertinent factors are substantially equivalent. If the renewal lease does not require public auction, the preference right holder shall exercise his right within 30 days before the expiration of this lease by written notice directed to the Lessor and failure to do so shall result in forfeiture and termination of such prefer- ence right. In the event that the lease is subject to and is offered at public auction right *holder he preference right holder, shall. at the close of bidding, indicate his destre to xercise his preference right and sheet the highest hid. In tit& eve does not elect to exercise his rLght and fails to do so at thisthe timerence hisrpreference right shall be forfeited and forever lost. 24. Improvements owned by a Lessee on Alaska lands shall within 60 days after termination of the lease be removed by him; provided, such removal will not cause injury or damage to the lands; and further provided, that the Lessor may extend the time for removing such improvements in cases where hardship is proven, The retiring Lessee or permittee may, with the consent of the Lessor. sell his improvements to the succeeding lessee or permittee. If any improvements and/or chattels having an appraised value in excess of $10,000.00 as determined by the Lessor are not removed Within the time allowed, such Improvements and/or chattels shall upon due notice to the Lessee, be sold at public sale: under the direction of the Lessor. The proceeds of sale shall inure to the Lessee who placed such improvements and/or chattels on the lands after paying to the Lessor all rents due and owing and expenses incurred in making such sale. In case there are no other bidders at •any such sales, the Lessor is authorized to bid on such improvements and/or chattels. The Lessor shall acquire all the rights, both legal and equitable, that any other purchaser could acquire by reason of said purchase. If any improvements and/or chattels having an appraised value of $10,000.00 or less, as determined by the Lessor, are not removed within the time allowed, such improve- mencs axed/or chattels shall revert to and absolute title shall vest in the Lessor. 25. If any clause, or provision, herein contained, shall be adjudged to be Ovalid, it shall not affect the validity of any ocher clause or provision of this lease or conscit°_te any cause of ac_ion in favor of either Percy as against the otner. =b. ;he Lessee agrees to pay all taxes that nay be levied against the pr=- ises during the terra of tris lease. IN WITNESS WHEREOF, the State of Alaska, Lessor, acting through the Direci of ie Division of Lands of the Department of Natural Resources, lawfully authorized there- ' unto, has caused these presents to be executed -at Anchorage, Alaska, in duplicate, and the' said Lessee has hereunto set his hand, agreeing to keep, observe and perform the rules -nd regulations promulgated under AS 38.05, as amended, the terms, conditions and provision herein contained, on the Lessee's part to be kept, observed and performed. APPROVED. �F;-sy�'Ls�' ^•.•!l *!_'r Chief, Lands Sectionn-w.t Division of Lands COMFIISSIONER, DEPARTMENT OF NATURAL RESOURCES STATE OF ALASKA *'-v - -Nculep UNITED STATES OF AMERICA } as. LESSEE (S) State of Alaska THIS IS TO CERTIFY that on the �— day of4� 19 before me, the undersigned Notary Public, personally appeare ..N.:,rTH H. NAt,LrACK known to me and''known by me to be the Chief._Lando Section _ of the Division of Lands of the Department of Natural Resources, and acknowledged to me that he executed the foregoing lease for and on behalf of said State, freely and voluntarily and for the use and purposes therein set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year in this certificate first above wr en. w Notary blit in and MY- the tae f Alaska My fission expires UNITED STATES OF AMERICA State of Alaska _ ss. THIS IS TO CERTIFY that on this �� day of %A,44�7 19 -71 before me, the undersigned, a Notary Public in and for Alaska duly commissioned and sworn, personally appeared 11.1? !LD DIERICH JR. President tome personally known to be one of the persons described in and who executed the within instrument and the said HAROLD D,IERiCH JR, President acknowledged to me that he signed and executed the same freely and voluntarily for the uses and purposes therein mentioned. IN TESTIMONY WHEREOF, E have hereunto set my hand and affixed my official seal, the day and year in this certificate first above written. APPROVED AS TO FORM: aREN C ; COLVE.Z "- TO.1jjZ;Y ='ER!! L Deputy Attorney Ceneral 01 Notary Public in acid for the State of Alaska My commission expires NOTARY ?inuc i`! t:h] rel': TH! S7111TOf ALAS -%A MY COiAhtilSSiCN E:iFXIES I. -ARCH 17 1974 jo 1 Iir"K rAGE O O Kodak Remnilcg Dist" �..� KODIAK ISLAND BOROUGH AMENDMENT TO LEASE WITH KODIAK JAYCEES, INC. WHEREAS, by agreement dated November 4, 1970, numbered K366 (ADL 50037), hereinafter referred to as the lease, Kodiak Jaycees, Inc. leased from the State of Alaska, as agent for the Kodiak Island Borough under a management agreement dated June 17, 1965, certain real property described in the lease; WHEREAS, the Kodiak Island Borough has assumed the management of the land described in the lease by terminating the management agreement with the State of Alaska effective November 1, 1978; and WHEREAS, Kodiak island Borough Ordinance No. 79-19-0 provides that the Borough may negotiate leases to non-profit corporations on terms approved by the Borough Assembly; and WHEREAS, the Kodiak Jaycees, Inc. qualifies for a negotiated lease under Ordinance No. 79-19-0, and the terms of this lease amendment were approved by the Kodiak Island Borough Assembly on February 2, 1980; NOW, therefore, the Kodiak Island Borough, and Kodiak Jaycees, Inc., an Alaskan corporation, en ter into the following agreement this day of , 1980.OF .. In consideration of the mutual covenants herein the parties agree as follows: 1. The lease is amended by deleting the eighth paragraph, pertaining to tent, on the first page, and replacing it with the following: The lessee shall pay the lessor an annual rental fee - of $1.00 on or before the 4th day of November of every year during said term. 2. This agreement does not change any term, covenant or condition of the lease not specifically amended herein. IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMEAr ; KODIAK JAYCEES, INC:' +.:�.� • +x; :rr ' Title F, ,•1• .r �' F STATE OF ALASKA "�t_ =y .:G� •��� u) THIRD JUDICIAL DISTRICT THIS IS TO CERTIFY tha n this d ay, "b€`- 1980, before me appearedyJ - ' i'sir: "tra' to me known, and acknowledged that he - wad the Kodiak Jaycees, Inc. a corporation, and that he voldntarily signed and sealed the foregoing instrument on behalf of said corporation and was authorized so to do. WITNESS my hand and official seal the day and year hereinabove written. Notary in and for Alaska My Commission Expires:&�� m ,�i, �,'�'» Ste'":'r' '-%` � ,'�'.'�;' +w,�• r BOOA- 47 ---PAGE Kodiak Recording Dj0zkt KODIAK ISLAND BOROUGH EKY TITLE �e STATE: OF ALASKA � ) ss. THIRD JUDICIAL DISTRICT ) THIS IS TO CERTIFY that on thisday of ,1980, before the undersigned, a NOTARY UB I in n or he STATE OF ALASKA personally appeared ,known to me to be the o th AK ISLAND BOROUGH. and acknow'120gFA that he executed said instrument on behalf of said Borough by authority of its ordinances, as its free and voluntary act and deed for the uses and purposes therein mentioned. ,•y hand and official seal an the day and year in e f•cate first above written. �S� , �....• :; Fe �fUi3L��. a NOMX PUC an SKA My Commission expire $p-000989`" 0,011~- 411.00 RECORDI=DM= NGI)hkK RECORIII41P. DISTRICT M&Y V 4 oe PH '80 REQUESTEDJY Wei ADDRESSf6L1,1196 Kwi m FMW#...ILLIRn) BFiTVS C La ,r IWA'IE (* ALASKA " f i . JUL 3D ,197I ARi1C..isS oil I � NCtSRPORATiOH OF KODIAK JAYCEE RODEO AND STATE FAIR, INC. Wes the undersigned, all bona fila residents and inhabitants of the State of Alaska, and all being„of latiful age and citizens of the United States of America, have this day voluntarily associated ourselves together for the purpose of forming a nonprofit corporation under and purdAnt to the provisions of Chapter Twenty of the Alaaka Statutes. ARTICLE I NAME The name of this corporation shall be Kodiak Jaycee Rodec and State Fair, Inc. I; ARTICLE II PLACE OF BUSINESS The principal offices and place of business of this corporation shall In- kudlak, Alaska, Third Judicial District, State of Alaska. ARTICLE III DURATION The duration of this corporation shall be perpetual. ARTICLE IV fiF:t.ISTLRk D OFFICE AND RECISTERED AGENT Tae address of the ►tttLal registered office of the corporation shall he llnx 265, Kodiak, Alaaka, and the name of its intim regintored agent at o.ch addreus Id Jack E.W. M.t[in, box 245. assnc lat io qualificat ARTIL'L4 V PURP(I%F:S The luerposes for w1j7ch titin corporatlon is larmed are: l). To provide a means for establishing a Kodiak, - M asks, e Slate Fair site. T3 display local livestock and produce. to continue the "dirk Jaycee Rodeo. To provide public entertainment. ARTICLE VI Mr-M$ERSIS iF rshlp %all,1 he open only to persons or corporations or business o agree to°patronize and support the Corporation and who meet ti of membership prescribed in the by-laws. aarh member shsxT�egoc ias7e ,thea; 7� 'f r� .� WN { onew'4a a,. r r3ded 'ior in the by—la i S .��lr if°u�id` oting by asail on A Is Iti.c�issues 'may be la• . • r u, puts4tted. as, provid ed in the by--; , . .i . ICY �. ARTICLLVII ' LIKITATION � 1.�LL,',7i �r, ,• r s' v Voting may not be by piro)iy. `. ARTICLE VIII ' BOARD DF DIRECTORS This corporation shall be managed by a Board of Directors consisting of at least three (3), and not more than nine (9) members of the corporation as further prescribed in the by -Lassa. IncorporatIAS directors shall serve until their succeaaors are duly elected and qualified as prescribed in the by-laws. The names"and adsresges of those who are to serve as inc4orating directors°until their successors are elected and qualified shall be: :,Dille OFFICE ADDRESS Alen Austermaq President Box 2212, Kodiak Dean Blake Vitt President Sox 2705, Kodiak Jonn Lucas Secretary -Treasurer Sox 2256, Kodiak S ARTICLE XI suruiAuVkPVe An :uneadment must fLrat be approved by two third (213) of the directors and Lhen adopted by a majority of all members of the association. Amendments to the articles of incorporation when so adopted shall be flied in accordance with the provisions of the general corporation law of this State. IN TrS'TUIONY WHEREOF, we have hereunto set qur rands and of f ix our s calss: this - - -day of r , 1971; e Witnes3ath ) STATE: OF ALASKA ) ss: THIRD JUDICIAL DISTRICT.,), SUBSCRIBED AND SWORN to before me thie c"m�h any ofu��y 1971. 2 r 'f. NotkIiry or Postmasta , ok, Alak ate' Ky Commission expires:_.7�_CQ�?� --- - Y' A Fw- NAYluzitau a uyNCERTIFICATE O The ersigned, as Commissioner of Commerce of the State of A' ska, hereby certifies that duplicate originals of the Art' es of Incorporation of KODIAK JAYCEE RODEO AND STATE FAI -X}IC a duly signeM nd verified pursuant to the provisions of the Alaska Nonce ofit Corporation Act, have been received in this office And, a found to conform to law. ACCOR HGLY the undersigned, as such Corunissioner of Commrrea, by virtue of they authority voated in him by law hereby', sues this Certificate of Incorporation of R! YAK JAYCEE ROD80 AND STATE FAIR, INC. and attacha, hereto a duplicate original of the Articles of inecorporatl; IN TF—IVMIONY WIRMEOF. I havr hereunto set my hand and nfftred my afffrlal seat, at Juni-nu, the Caphal, this 30th filly of July A.A. I>a 7`1 XVVIFTH TI, KAMP COMMISSIONER of COWMERCr (Please do not write in spaces baton for department use) Date Received 7•/,3.0 Receip 86:0 1 7 2 Amount: Return duplicate originals and $15.00 fee to: Dept. of Commerce and Economic Development Corporations Section P.O. Box D -CORP Juneau, Alaska 998114)800 ARTICLES 0.- AMENDMENT (Domestic Nonprofit Corporation) PILING DATE: Hod for raeoard State of Alaska J U L 13 1989 ORMI hent of commerce and Fconomle deveK.om'nt _J The undersigned hereby adopts the following amendment to its Articles of Incorporation pursuant to AS 10.20.1$1: ARTICLE I (See Part 2 of (natructicns) The name of the corporation is: KODIAK JAYCEE RODEO AND s-rATE FAIR, INC. ARTICLE 11 (See Part 3 of Instructions) The following amendment to the Atticles of Incorporation was adopted on the 11th `day of MAY , 1989 _, by the 0members 0 board of directors. A. If adopted by the members, check one of the following: ,"There are members entitled to vote on the amendment; a quorum was present at the meeting and the amendment received at feast two-thirds of the votes which members present at the meetings or represented by proxy were entitled to cast. 0 There are members entitled to vote on the amendment, and the amendment was adopted by a consent in writing signed by all members entitled to vote, with respect to the amendment. B. if adopted by the board of directors, check one of the following: There are no members; and There are no members entitled to vote; and the amendment received the vote of a majority of the directors In office. 08-146 (Rev. 2187) r ' (Please do not write in spaces baton for department use) Date Received 7•/,3.0 Receip 86:0 1 7 2 Amount: Return duplicate originals and $15.00 fee to: Dept. of Commerce and Economic Development Corporations Section P.O. Box D -CORP Juneau, Alaska 998114)800 ARTICLES 0.- AMENDMENT (Domestic Nonprofit Corporation) PILING DATE: Hod for raeoard State of Alaska J U L 13 1989 ORMI hent of commerce and Fconomle deveK.om'nt _J The undersigned hereby adopts the following amendment to its Articles of Incorporation pursuant to AS 10.20.1$1: ARTICLE I (See Part 2 of (natructicns) The name of the corporation is: KODIAK JAYCEE RODEO AND s-rATE FAIR, INC. ARTICLE 11 (See Part 3 of Instructions) The following amendment to the Atticles of Incorporation was adopted on the 11th `day of MAY , 1989 _, by the 0members 0 board of directors. A. If adopted by the members, check one of the following: ,"There are members entitled to vote on the amendment; a quorum was present at the meeting and the amendment received at feast two-thirds of the votes which members present at the meetings or represented by proxy were entitled to cast. 0 There are members entitled to vote on the amendment, and the amendment was adopted by a consent in writing signed by all members entitled to vote, with respect to the amendment. B. if adopted by the board of directors, check one of the following: There are no members; and There are no members entitled to vote; and the amendment received the vote of a majority of the directors In office. 08-146 (Rev. 2187) ARTICLE III (See number 4 of the Instructlone) Any article being amended must be set forth In Its entirety. Any number of articles may be amended, deleted, or added. Resolved that Article of the Articles of Incorporation be amended to read as follows: I1AM The name of this corporation shall be Kodiak Rodeo and State Fair, Inc, r For continuation of amendment, attach additlonal pages. Dated r1 q `T Kodiak Rodeo and State Fair, Inc. ' Name of Corporation By. 3S 661g By. President or Vice -President Secretary or Assistant Secretary Subscribed and sworn to or affirmed before me this 16T A day of 74 -j4E 19201. N tary Public In and for Re)Yr state of r +G%ti My commission expires: 1 Ton i "''`' 11W" IUJI/-U State of Alaska Department of Commerce and Economic Development Division of Banking, Securities and Corporations CERTIFICATE OF AMENDMENT The undersigned, as Commissioner of Commerce and Economic Development - of the State of Alaska, hereby certifies that duplicate originals of Articles of Amendment to the Articles of Incorporation, duly signed and verified pursuant to the provisions of the Alaska Nonprofit Corporation Act, have been received in this office and are found to conform to law. ACCORDINGLY, the undersigned, as Commissioner of Commerce and Economic Development, and by virtue of the authority vested In him by law, hereby issues this Certificate o7 Amendment to the Articles of Incorporation of KODIAK JAYCEE RODEO AND STATE FAIR, INC. and attaches hereto a duplicate original of the Articles of Amendment. Y.GIIJAK RODEO AND STATE FAIR, 1NC. 1 IN TESTIMONY WHEREOF, I execute this certificate, 4� y and affix the Great Seal of the State of Alaska on July 13, 1989. � 61 LAS Larry Merculleff 03-126 (Rev. 9/88)COMMISSIONER OF COMMERCE 3942M , AND ECONOMIC DEVELOPMENT Issued By: Corporadons Season, PO Bos I% Juneau. Alaska 99611. Telephone (907) 465-2530 KODIAK RODEO & STATE !~AIR, INC,. BY I.-tWS ARTICLE I. The place of business for Kodiak Rodeo & State Fair, Incorporated shall be located at 10102 West Rezanof at the fairgrounds in Belk flats; Kodiak, Alaska and the mailing address will be PO Box 507; Kodiak, AK 99615 ARTICLE II. MEMBERSHIP Section 1: Membership Membership shall be open to the general public. Section 2: Membership Fee The Board of Directors shall determine the fee for membership and all applications for membership shall be accompanied by the appropriate membership fee.. Section 3: Termination of Membership The Board of Directors, by affirmative vote of two-thirds (2/3) of the Board, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who is in default in the payment of dues Sccr on 4: Transfer of Membership Membership is not transferable or assignable. ' '# i ilu �►�1 Section 1: Composition of Boud of Directors The government of this organization shall be vested in the Hoard of Directors. Members of the hoard of Directors shall be the offices of President, Vice President, Secretary, Treasurer and five elective members. Section 2: Function of the Board of Directors The Board of Directors shall have control and management of the property and management of the orgarnzation and membership agreement, subject to the will of the membership in good standing. Funds of the organization shall be withdrawn from the bank with which they are on deposit by the sibmaturc of either the President or Treasurer. Checks over $5000 shall be signed by both the President and the Treasurer. Section 3: Vacancies in the Board of Directors Any officer or director who fails to attend (3) three consecutive regular board meetings shall be subject to removal from the office at the discretion of the remaining members of the Board of Directors. Vacancies in the Board of Directors or in any office shall be filled by vote of the Board of i]ircctors. Such appointees shall serge out the remainder of the term filled. ARTICLE IV. ELECTIONS Section 1: Appointment of Nominations Committee: Not less than 34 days prior to the annual election, the president shall appoint, with the approval of the Board of Directors, a nominating committee. Section 2: The Nominating Committee The nominating committee shall, not less than ten days prior to the annual election, decide upon and recommend to the members, the names of candidates for elections. At least one candidate shall be nominated for each expiring position on the board. Section 3: Nominations Prohibited No member of the nominating committee shall be eligible for any office by action of the nominating committee. Section 4: 1 -unction of the Nominating Committee The nominating committee shall select nominees for each expiring officer and director to serves as provided in Section G of the Article and shall also serve as Rules Committee for the election. Officers shall be eligible to serve in the same office for two full terms in succession, after which they may be reaticcted by unanimous vote of the Board. Section 5: Additional Notninations Additional names may be placed in nomination at the time of balloting by motion of any member. Section G: Number Uected At the annual election there shall be elected three directors each having a three year term; however, at the annual meeting for 1973, nine directors shall be elected. Three shall have three year terms, three shall have two year terms, three shall have one year terms. At each annual election thereafter, three directors having three year terms shall be elected to fill expiring directors on the Board. Section 7: Proxies Each individual member shall be entitled to one vote, and such vote may not be cast by proxy. Section 8: Majority A majority of the votes cast shall be accessary for election Section 9: 'Perm of Office Directors shall become members of the Board immediately following; election. Section 10: Organization of Board After each annual election, existing and newly elected directors shall orwww.c the board in the following; manner. The President shall call a reds and where the Board will meet in Executive Session for the purpose of electing officers. The Board of Directors shall nominate and a majority shall elect from among themselves the following; officers: President, Vice President, Secretary, and Treasurer. "i'he officers of the board shall also serve as officers of the corporation. Once reconvened, the outgoing President will announce the results of the election and the newly elected officers shall assume their respective office immediately. ARTICLE V: MEETINGS .Section 1: Organization of Meetings AD meetings will be run using; Robert's Rules of Order. Section 2: Annual Meeting The annual election meeting; of the organization shall be the fust Board meeting in October. Notice of such meeting shall be made public at least ten (10) (lays prior thereto. Section 3: Regular Membership Meetings The organization shall hold regular membership meetings on such dates and at such places as the membertihip may ser. Section 4: Board Meetings Meetings of the Board of Directors shall be held at prearranged dates or at die call of the President. At all meetings of the Board of Directors, five directors or one half of the total filled offices of the board shall constitute a quorum. Meetings of the Board of Directors shall be open to the membership. Section 5: Special Meetings Special meetings of the Board of Directors or the Membership shall be called by the President or the Secretary. Section I- President The President, as chief executive office of the organization, shall supervise the organization's affairs and activities and make an annual report theron to the members. 'llie President shall preside at all meetings and all Board of Director's meetings. Section 2: Vice President The Vice President shall preside at all membership meetings and board meetings in the absence of the President and shall work with the President on all affairs of the organisation. Section 3: Seacwy The Secretary shall give notice of all Special Meetings and shall keep a permanent record of the minutes of all meetings and shall be the custodian of the official records of the orga, nizatican. Section 4: Treasurer TheTreasurer shall issue notices of funds payable and be responsible for the collection of funds, keep the books of the organization, disburse funds at the direction of the Board of Directors, and shall report in detail it the annual meeting and at such other times as directed on the Financial condition of the Organi7ation. Accepted at the Annual meeting October 7, 2008. by unanimous vote at the 2008 Kodiak Rodeo & State Fair Board I'Ment, Gary Perriman �S�etary, Charlie 15ua nX w P. O CINCINNATI, OH 45201 KODIAK RODEO AND STATE FAIR INC PO BOX 7 KODIA K ,I l � Employer Identification Number: 0®3691489 N 603321176 Contact Persons PATRICE WHANG ICS# 95083 Contact Telephone Number: ( 77i 929-5500 Internal Revenue Code Section 501(c)(04) Accounting Period Ending September 3 Form 990 Required; YBs Addendum Applies Yes Based on information supplied, and assuming your operations stated in your application for recognition of exemption, we have determined you are exempt from Federal income tax under section 501(a) of Revenue Code an an organization described in the section indicated above. Unless specifically excepted, you are liable for taxes under the Federal Insurance contributions Act (social security taxes) for each employee to whom you pay $100 or more during a calendar year. And, unless excepted, you are also liable for tax under_ X i. r Act for each employee to whom you pay $50 or more during a calendar quarter if, during the current or preceding calendar year, you had one or more ■ of 20 calendar weeks or you paid wages of $1,500 or more in any calendar w,uarter. If you have any questions about excise, employment, or other Federa-k please address office. changeIf your sources of support, or your purposes, character, or method of operation change. please let us know so we can consider the effect Of the on your exempta In the case of an amendment yourr g anina- tional document or bylaws, please send us a copy of the amended document or bylaws. Also, you should inform us of all changes in your name or address. In the heading of T ., 990, Return of Organization ExemptFrom ik normallyare required to file Form 990 only if your gross receipts each year are w$25,000. "" +ireceive 1 package in the normallymail, please file the return even if you do not exceed the gross receipts test. if you are not required to file, simply attach the label provided, check the 4ox in the heading to indicate that your annual gross receipts are �25,000 or less, w sign the return. required,If a return is be filed by the 15th day of the fifth status, you should keep it in your permanent records. If you have any questions, please contact the person whose name and telephone number are shown in the heading of this letter, sincerely yours, Rfil Lois G. LeIrner Director, Exempt Organizations Pulings and Agreements M This determination letter is effective from July 30, 1971, the date your organization was incorporated.. Your exemption has been granted under section 501(c)(4) of the Code rather than section 501(c)(3), which is inapplicable.