Certificate of Incorporation
of the
Country Club Wrestling Association of America
Pursuant to the General Corporation Law of Ohio
State of Ohio • Secretary of State
We, the undersigned, all being persons of full age and citizens of the United States, desiring to associate ourselves together for the purposes hereinafter set forth, do hereby certify, pursuant to the provisions of the General Corporation Law of the State of Ohio:
ARTICLE I.
NAME
The name of this corporation shall be:
COUNTRY CLUB WRESTLING ASSOCIATION OF AMERICA
hereinafter referred to as "the Association."
ARTICLE II.
PURPOSES
The purposes for which this Association is formed are:
FIRST:
To promote, encourage, and foster the sport of wrestling as practiced among the country clubs, athletic associations, and similar social organizations of the United States of America, and to elevate said sport to a position of dignity and respectability befitting its ancient and honorable heritage.
SECOND:
To establish uniform rules, regulations, and standards for the conduct of wrestling exhibitions and competitions among member organizations, and to serve as the governing and sanctioning body for such activities.
THIRD:
To maintain registers of wrestlers, officials, and other persons engaged in the sport, and to issue such licenses, credentials, and certifications as may be appropriate.
FOURTH:
To protect the health, safety, and welfare of wrestlers and other participants in Association-sanctioned activities.
FIFTH:
To organize and conduct conventions, exhibitions, tournaments, and other gatherings for the benefit of members and the advancement of the sport.
SIXTH:
To acquire, hold, mortgage, lease, and dispose of such real and personal property as may be necessary or convenient for the accomplishment of the foregoing purposes.
SEVENTH:
To do any and all things necessary, suitable, or proper for the accomplishment of any of the purposes herein enumerated, or which shall at any time appear conducive to or expedient for the protection or benefit of the Association, and to exercise all powers conferred upon corporations formed under the Membership Corporations Law of the State of New York.
ARTICLE III.
PRINCIPAL OFFICE
The principal office of the Association shall be located in the City of Cleveland, County of Cuyahoga, State of Ohio. The Association may establish such additional offices, branches, and places of business in other localities as the Board of Governors may from time to time determine.
ARTICLE IV.
TERRITORY
The territory in which the operations of the Association are principally to be conducted shall be the United States of America and its territories and possessions.
ARTICLE V.
CLASSIFICATIONS OF MEMBERSHIP
Section 1. The membership of the Association shall consist of such country clubs, athletic associations, and similar organizations as shall be duly admitted to membership in accordance with the By-Laws.
Section 2. The Association may establish such classifications of membership, with such rights, privileges, and obligations pertaining to each class, as may be set forth in the By-Laws.
Section 3. Individual persons may be admitted to such classes of associate, honorary, or affiliate membership as may be established by the By-Laws, but only organizational members in good standing shall be entitled to vote on matters submitted to the membership.
ARTICLE VI.
BOARD OF GOVERNORS
Section 1. The affairs of the Association shall be managed by a Board of Governors, which shall consist of not less than five (5) nor more than fifteen (15) members, the exact number to be fixed from time to time by the By-Laws.
Section 2. The Board of Governors shall have full power and authority to manage the affairs of the Association, to make and amend By-Laws, to elect officers, to fill vacancies, and to do all things necessary and proper for the accomplishment of the purposes herein set forth.
Section 3. The first Board of Governors shall consist of the incorporators named herein, who shall serve until the first annual meeting of members or until their successors are elected.
ARTICLE VII.
OFFICERS
Section 1. The officers of the Association shall be a President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other officers as the By-Laws may provide. Any two or more offices may be held by the same person, except that the President shall not also hold the office of Secretary.
Section 2. The officers shall be elected by the Board of Governors and shall serve at the pleasure of the Board, unless otherwise provided in the By-Laws.
Section 3. The President, or in his absence a Vice-President, shall preside at all meetings of the members and of the Board of Governors. The President shall be the chief executive officer of the Association and shall have general supervision over its affairs, subject to the control of the Board of Governors.
ARTICLE VIII.
EXECUTIVE COMMITTEE
Section 1. The Board of Governors may, by resolution adopted by a majority of the entire Board, designate an Executive Committee of three (3) or more Governors.
Section 2. The Executive Committee, to the extent provided in said resolution or in the By-Laws, shall have and may exercise all the authority of the Board of Governors in the management of the Association; PROVIDED, HOWEVER, that no such committee shall have authority as to the following matters:
- (a) The submission to members of any action requiring members' approval;
- (b) The filling of vacancies in the Board or in any committee;
- (c) The fixing of compensation of the Governors for serving on the Board or any committee thereof;
- (d) The amendment or repeal of By-Laws, or the adoption of new By-Laws;
- (e) The amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable.
Section 3. Notwithstanding the foregoing, in the event of an emergency affecting the continued existence or operations of the Association, the Executive Committee, or if no Executive Committee has been designated, the President acting alone, may take such actions as are reasonably necessary for the preservation of the Association, subject to ratification by the Board of Governors at its next meeting. [See Section 4 below.]
Section 4. For purposes of Section 3 above, an "emergency" shall be deemed to exist when, in the judgment of the Executive Committee or the President, circumstances arise which threaten the continued viability of the Association and which require immediate action before the Board of Governors can reasonably be convened. The determination that an emergency exists shall be conclusive unless manifestly unreasonable.
ARTICLE IX.
DUES
The Board of Governors shall have power to fix and collect dues and assessments from the members, subject to such limitations as may be set forth in the By-Laws.
ARTICLE X.
ANNUAL MEETINGS
Section 1. The Association shall hold an annual meeting of members at such time and place as shall be designated by the Board of Governors, for the transaction of such business as may properly come before the meeting.
Section 2. The Association shall endeavor to hold its annual meeting in conjunction with an annual convention, which shall provide opportunity for fellowship, education, competition, and the general advancement of the purposes of the Association.
Section 3. Special meetings of members may be called by the President, by the Board of Governors, or by members representing at least one-tenth of the votes entitled to be cast at such meeting.
ARTICLE XI.
QUORUM REQUIREMENTS
Section 1. At any meeting of members, a quorum shall consist of such number or proportion of members as shall be specified in the By-Laws; PROVIDED, HOWEVER, that if no quorum requirement is specified in the By-Laws, then members present in person or by proxy and entitled to cast a majority of the votes shall constitute a quorum.
Section 2. The By-Laws may establish different quorum requirements for different classes of business, and may provide that certain matters of particular importance shall require a greater quorum than ordinary business.
Section 3. If a quorum shall not be present at any meeting, the members present may adjourn the meeting from time to time without further notice until a quorum shall be present. [NOTE: The By-Laws may modify this provision.]
ARTICLE XII.
INDEMNIFICATION
The Association shall indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that such person or such person's testator or intestate was a Governor, officer, or employee of the Association, against judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys' fees, actually and necessarily incurred as a result of such action or proceeding, to the fullest extent permitted by law.
ARTICLE XIII.
AMENDMENTS TO CERTIFICATE
This Certificate of Incorporation may be amended, and the Association may be dissolved, in the manner provided by law; PROVIDED, HOWEVER, that no amendment shall be adopted which would cause the Association to cease to qualify as an organization described in Section 501(c)(6) of the Internal Revenue Code of 1954, or corresponding provisions of any future federal tax law.
ARTICLE XIV.
DISSOLUTION
Upon dissolution of the Association, after payment of all liabilities, the remaining assets shall be distributed exclusively to organizations which are organized and operated for purposes similar to those of this Association and which are exempt from federal income tax under Section 501(c)(3) or 501(c)(6) of the Internal Revenue Code, or corresponding provisions of any future federal tax law, as the Board of Governors shall determine.
ARTICLE XV.
PERPETUAL EXISTENCE; PRESERVATION
Section 1. The Association shall have perpetual existence.
Section 2. The Board of Governors, and all officers and agents of the Association, are charged with the duty of preserving the Association and maintaining its continued existence and operations for the benefit of current and future members. This duty shall be paramount and shall inform the interpretation of all other provisions of this Certificate and the By-Laws.
Section 3. In the event of any ambiguity in these Articles or the By-Laws, such ambiguity shall be resolved in favor of the interpretation which best serves the continued existence and effectiveness of the Association.
ARTICLE XVI.
INCORPORATORS
The names and post-office addresses of the incorporators are as follows:
| NAME | ADDRESS |
|---|---|
| Douglas Pemberton Smith | Druid Hills Golf Club 740 Clifton Road Atlanta, Georgia |
| Admiral David Dixon Porter | Inverness Club 4601 Dorr Street Toledo, Ohio |
| Dr. Brently Grayston | Scioto Country Club 2196 Riverside Drive Columbus, Ohio |
| Dr. Burtis Sanderson | Pinehurst Resort & Country Club Carolina Vista Drive Pinehurst, North Carolina |
| Reginald Chadwick Beaumont | Oakland Hills Country Club 3951 West Maple Road Bloomfield Hills, Michigan |
| Theodore Ashworth Livingston | Oak Hill Country Club 346 Kilbourn Road Rochester, New York |
| Hamilton Forsythe Carruthers | East Lake Golf Club 2575 Alston Drive SE Atlanta, Georgia |
ARTICLE XVII.
FIRST GOVERNORS
The first Board of Governors shall consist of the incorporators named in Article XVI above.
ARTICLE XVIII.
REGISTERED AGENT
The Secretary of State of the State of New York is hereby designated as the agent of the Association upon whom process in any action or proceeding against it may be served. The post-office address to which the Secretary of State shall mail a copy of any process against the Association served upon him is:
Country Club Wrestling Association of America
c/o Cornelius Whitmore Addington, Esq.
Addington, Beaumont & Carruthers
40 Wall Street
New York, New York
SIGNATURES
IN WITNESS WHEREOF, we have made and signed this Certificate this 29th day of September, in the Year of Our Lord One Thousand Nine Hundred and Fifty-One.
/s/ Douglas P. Smith
DOUGLAS PEMBERTON SMITH
/s/ David D. Porter
ADMIRAL DAVID DIXON PORTER, USN (Ret.)
/s/ Brently Grayston
DR. BRENTLY GRAYSTON, M.D.
/s/ Burtis Sanderson
DR. BURTIS SANDERSON, D.P.M.
/s/ Reginald C. Beaumont
REGINALD CHADWICK BEAUMONT
/s/ Theodore A. Livingston
THEODORE ASHWORTH LIVINGSTON
/s/ Hamilton F. Carruthers
HAMILTON FORSYTHE CARRUTHERS
NOTARIZATION
STATE OF OHIO
COUNTY OF CUYAHOGA) ss.:
On this 29th day of September, 1951, before me personally came DOUGLAS PEMBERTON SMITH, ADMIRAL DAVID DIXON PORTER, DR. BRENTLY GRAYSTON, DR. BURTIS SANDERSON, REGINALD CHADWICK BEAUMONT, THEODORE ASHWORTH LIVINGSTON, and HAMILTON FORSYTHE CARRUTHERS, to me known to be the individuals described in and who executed the foregoing instrument, and they severally acknowledged that they executed the same.
/s/ Harold M. Worthington
HAROLD M. WORTHINGTON
Notary Public, State of Ohio
Cuyahoga County
Commission Expires December 31, 1954
NOTARIAL
SEAL
ENDORSEMENT
FILED AND RECORDED in the office of the Secretary of State of the State of Ohio on the 2nd day of January, 1952.
/s/ Theodore W. Brown
THEODORE W. BROWN
Deputy Secretary of State
STATE
SEAL
CERTIFICATE OF INCORPORATION
OF THE
COUNTRY CLUB WRESTLING ASSOCIATION OF AMERICA
Incorporated January 2, 1952
Under the Laws of Ohio
ANNOTATIONS
[The following annotations have been added by the Association's archivist for reference purposes and do not form part of the original Certificate.]
HISTORICAL BACKGROUND:
The Country Club Wrestling Association of America was organized on September 29, 1951, following six years of informal inter-club wrestling competition that began when Admiral David Dixon Porter established the first country club wrestling team at Toledo Country Club (later Inverness Club) in September 1946, as brave young officers returned from the Second World War.
The dramatic increase in inter-club bouts during the late 1940s necessitated a formal sanctioning body. The incorporators represented seven clubs with Donald Ross-designed courses, reflecting the sport's origins among elite golf establishments.
Douglas Pemberton Smith of Druid Hills Golf Club (Atlanta) served as the organizing force and first Director, with Admiral Porter providing the vision from his pioneering work in Toledo.
INCORPORATOR CLUB AFFILIATIONS
(All Donald Ross Designs)
| Incorporator | Club | Year |
|---|---|---|
| Douglas P. Smith | Druid Hills Golf Club | 1912 |
| Admiral D.D. Porter | Inverness Club, Toledo | 1903/1919 |
| Dr. Brently Grayston | Scioto Country Club, Columbus | 1916 |
| Dr. Burtis Sanderson | Pinehurst Resort, NC | 1907 |
| Reginald C. Beaumont | Oakland Hills CC, Michigan | 1918 |
| Theodore A. Livingston | Oak Hill CC, Rochester | 1926 |
| Hamilton F. Carruthers | East Lake Golf Club, Atlanta | 1913 |
AMENDMENT HISTORY:
1. Certificate of Amendment filed April 3, 1956
- Amended Article III to permit relocation of principal office
- Amended Article VI to reduce minimum Board size from 5 to 3
2. Certificate of Amendment filed September 12, 1967
- Amended Article V to expand membership classifications
- Added provisions regarding associate and honorary membership
3. Certificate of Amendment filed June 28, 1975
- Amended Article XIII to update tax code references
- Amended Article XIV to update tax code references
4. Certificate of Amendment filed November 4, 1989
- Amended Article VII to permit President and Secretary to be held by same person in emergency circumstances
- Expanded Article VIII emergency provisions
5. Restated Certificate of Incorporation filed August 14, 1997
- Consolidated all prior amendments
- Updated language for modern legal standards
- Preserved all substantive provisions
6. Certificate of Amendment filed February 22, 2005
- Amended Article VI to reduce minimum Board size from 3 to 3 and maximum from 15 to 7
- Amended Article VII to replace "President" with "Chairman" throughout and to create "Executive Director" position
- Significantly expanded Article VIII emergency provisions
- Added Article VIII Section 4 defining "emergency"
CROSS-REFERENCES TO CURRENT BYLAWS:
- Article VI (Board of Governors) → Bylaws §10(a) (Board of Directors)
- Article VII (Officers) → Bylaws §10(b) (Chairman), §10b (Executive Director)
- Article VIII (Executive Committee/Emergency) → Bylaws §10c (Emergency Powers)
- Article XI (Quorum) → Bylaws §1(18) (Quorum definition)
NOTES:
1. The seven incorporators represented Donald Ross-designed courses across the eastern United States, from New York to Georgia. This connection to Ross's work established the Association's distinctive character blending athletic competition with the refined culture of premier golf establishments.
2. Dr. Brently Grayston became the first inter-club wrestling champion at the historic Norwood Country Club bout. Dr. Burtis Sanderson, his opponent in that match, later served as the Association's first Treasurer.
3. Article VIII, Section 3-4 (emergency provisions) were modest in the original 1952 Certificate but have been significantly expanded through subsequent amendments, most notably in 1989 and 2005. These provisions now provide the legal foundation for the Emergency Administrative Authority set forth in Bylaws §10c.
4. Article XV, Section 2-3 (preservation duty and interpretation) has been cited as authority for various actions taken to maintain the Association during periods of declining membership.
5. The 2005 amendments to Article VI and VII were adopted in connection with the comprehensive governance reforms embodied in Bylaws Amendment X.
CERTIFIED TRUE COPY
I hereby certify that this is a true and complete copy of the Certificate of Incorporation of the Country Club Wrestling Association of America, as amended and restated, together with archival annotations, as maintained in the permanent records of the Association.
/s/ John Patrick Herold
JOHN PATRICK HEROLD
Chairman and Executive Director
Country Club Wrestling Association of America
Date: January 15, 2025
CORPORATE
SEAL
EST. 1952
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