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ORD NO 10-2024 wT CITY OF VAN BUREN,ARKANSAS ORDINANCE NO. /() -2024 BE IT ENACTED BY THE CITY COUNCIL,FOR THE CITY OF VAN BUREN, ARKANSAS,AN ORDINANCE TO BE ENTITLED: AN ORDINANCE AUTHORIZING KIMBERLY ANALIZ GARCIA TO FILE AN APPLICATION FOR A PRIVATE CLUB PERMIT, PURSUANT TO A.C.A. 3-9-222 WITH THE ALCOHOLIC BEVERAGE CONTROL DIVISION, AND FOR OTHER PURPOSES. WHEREAS, Kimberly Analiz Garcia has presented to the City of Van Buren, Arkansas, for consideration an application for a Private Club Permit for a business to be known as NP Club, Inc., d/b/a "The Box Arcade" and located at 612 Main Street, Van Buren,Arkansas; and WHEREAS, the City Council of the City of Van Buren, Arkansas, believes it is in the best interest of the citizens of the City of Van Buren, Arkansas to authorize Kimberly Analiz Garcia to proceed with such petition before the Alcoholic Beverage Control Division. NOW,THEREFORE,BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF VAN BUREN,ARKANSAS, THAT: SECTION 1: The application submitted by Kimberly Analiz Garcia for the Private Club Permit is hereby approved to be submitted to the Alcoholic Beverage Control Division. IN WITNESS WHEREOF, the City of Van Buren, Arkansas, by its City Council, did pass, approve, and adopt, by a vote of A for and against, the foregoing Ordinance at its regular meeting held on the 25t"day of March 2024. G\erk Trews City of Van Buren P. H t Mayor ATTESTED: aCounty,P��aca APPR TO FORM: Shawnna Rey o ds acob Howell City Clerk/Treasurer City Attorney i March 18, 2024 Mayor Joe Hurst Van Buren City Council 1003 Broadway Van Buren, AR 72956 Subject: Consideration for Council approval to pursue Private Club License Dear Mayor Joe Hurts and City Council, Thank you for your time. My name is Kimberly Analiz Garcia. Many know my husband Jesus Garcia as he owns The Box Arcade LLC. He is very active in TOTMA and everything that involves downtown along with going the extra mile in promoting Van Buren and downtown as the better alternative for tourism and exploring. My reason for being here is to ask for your consideration and approval to pursue a Private Club License for alcoholic drinks to be served at the current location of The Box Arcade. The private club's name would be NP Club Inc. d/b/a Box Arcade on Main The Box Arcade is currently located on 612A Main St. Van Buren, AR.The Box Arcade helped bring change and inspired the current owners of the location, Moxie Ventures LLC. into investing and revitalizing the building as they saw potential by the foot traffic that The Box Arcade brought into downtown. The primary business of The Box Arcade is to bridge nostalgia classics and the latest gaming technology. It charges a $10 entry fee to unlock and encourage exploration and endless play without worrying about tokens. The atmosphere is not just about gaming but also a social hub for different generations to interact and be bridged by a common interest. With Box Arcade,on Main we plan to expand the social hub aspect by offering drinks such as beer and usual canned or bottled beverages found in other social places. Our current hours are Friday 5-10 p.m, Saturday noon-10 pm and Sunday 2-7 p.m. I believe making this addition will generate even more foot traffic and provide a better experience for our local residents as we are located in the heart of the Entertainment District. Thank you for your consideration in this matter and feel free to contact me with any question you may have. Sincerely, A' 6-6a Kimberly Analiz Garcia 3/8124,10:00 AM EIN Individual Request-Online Application IRSova • EIN Assistant Your Progress: 1.Identity 2.Aulhenticale .. a.Addresses 4.Details: 5.EIN Confirmation Congratulationsi The EIN has been successfully assigned. Help Topics © EIN Assigned: 99.1799771 the confirmation fore teller Is Legal Name: NP CLUB INC received? The confirmation letter will be mailed to the applicant This letter wit be the applicants official IRS notice and will contain Important Information regarding the EIN.Allow up to 4 weeks for the letter to arrive by mail. We strongly recommend you print this page for your records. CIIck'Conlinue'to get additional Information about using the new EIN. Conlinue»; httpsJ/sa.www4.irs.govlmodieinrindividual/confirmaUon.jsp �/1 Form $$ 4 Appl6catioat for Employer Identification Number OMB No.1545-0003 (Rev.January 2010) (For use by employers,corporations,partnerships,trusts,estates,churches. EIN government agencies,Indian tribal entities,certain Individuals,and others.) Dapanmam of rhn T—try onomnl Reveme Send= Jo- See.separate Instructions for each fine. ► Keep a copy for your retards. 1 Legal name of entity(or individual)for whom the EIN is being requested NP Club,Inc. 2 Trade name of.business(if different from name on Una 1) 3 Executor,administrator,trustee,'care of name M The Box Arcade v 4a Malling address(room,apt.,suite no.and street,or P.Q.box) 5a Street address(it different)(Do not enter a P.O,box.) c 612 Main Street .Q 46 City,state,and ZIP code Cif foreign,see instructions) 5b City,state.and 23P code Of foreign,see Instructions) L. Van Buren,AR 72956 d 6 County and state where principal business is located Crawford,Arkansas 7a Name of responsible party 7b SSN,MN.or EIN Kimberly Analiz Garcia 8a is this application fora limited liability company(LLC)(or 8b it Be is'Yes,"enter the number of a foreign equlvalent)? ® Yes ❑ No LLC members ► 3 Be If as Is'Yes,"was the LLC organized in the United States? ® Yes ❑ No 9a Type of entity(check only one box).Caution.if 8a is"Yes;son the instructions for the correct box to check. ❑ Sole proprietor(SSi4) ❑ Estate(SSN of decadent) ❑ Partnership ❑ Plan administrator(nN) Corporation(enter fort number to be filed)► ❑ Trust(ifN of grantor) ❑ Personal service corporation ❑ National Guard ❑ Statellocal government ❑ Church or crunch-controlled organization ❑ Farmers'cooperative ❑ Federal govemment/m(litary ❑ Other nonprofit organization(specify)► ❑ REMIC ❑ Indian tribal govemmards/enterprises ❑ Other(specify)► Group Exemption Number it any► 9b if a corporation,name the state or foreign country State Foreign country (t applicable)where incorporated Arkansas 10 Reason for applying(check only one box) ❑ Banking purpose(specify purpose)► r © Started new business(specify type) ► ❑ Changed type of organization(specify now type)► ❑ Purchased going business ❑ Hired employees(Check the box and see line 13.) ❑ Created a trust(specify type) ❑ Compliance with IRS withholding regulations ❑ Created a pension plan(specify type)► ❑ Other s ed ' ► 11 Date business started or acquired(month,day,yam.Sea Instructions. 12 Closing month of accounting year December 14 If you expect your employment tax liability to be$1,000 13 Highest number of employees expected in the next 12 months(enter-0-if none). or toss in a full calendar yaw and want to file Form 944 1I no employees exported,skip line t4. annually Instead of Forms 941 quarterly,check here. (Your employment tax Uability generally will be$1.000 Agricultural Household t Other or less if you export to pay$4,000 or less In total A g wages.)It you do not check thisbox.you must flit) 0 1 0 _J_ Form 941 for every quarter. 15 First date wages or annuities were paid(month,day,year).Note.if applicant is a withholding agent,enter date Income will first be paid to nonresident alien(month,day,year) . ► N/A 16 Check one box that best describes the principal activity of your business. ❑ Health care&social assistance ❑ Wholesele-agent/broker ❑ Construction ❑ Rental&teasing ❑ Transportation&warehousing ® Accommodation&food service ❑ Wholesale-other ❑ Retail ❑ Reap estate ❑ Manufacturing ❑ Finance&insurance ❑ Other(specify) 17 Indicate principal line of merchandise said.specific construction work done,products produced,or services provided. 18 Has the applicant entity shown on line 1 ever applied for and received an EIN? ❑ Yes ® trio If"Yes,"write previous EIN here► complete this section only it you want to adlhorhe tho named MMdrml to remlve the er Ulft EN and answer questions about the completion of this form,and make 'third DestgneWs name any changes within the seven(7)days after filed if needed. Dastim's Wei*—mmd-(nciude area code) Party Kathryn A.Stocks ( 479 ) 782 7203 Designee Address and ZIP code DeslgoWs lax number(Inctude area code) Jones,Jackson,Moll,McGinnis&Stocks,PLC 401 N.71h,Ft.Smith,AR 729M ( 479 ) 782-9460 Under penaUles of ptr)ory.I dedara Mal I have examined lids app9eallmt,and to the bat of my buv&dP and tmr9f,it Is tree,caned and tam;I ta. 4p2mrXs tdephmm munt er(irA*area code) Name and title(type or print clearly)► Kimberly Anaft Colulua,President ( 501 ) 655-6198 Applt=Ws fax number(include area code) st nature► ` ` Date► Qs. 1 gE2- j ( ) For Privacy Act and Paporwork Reduction Act Hotite,see separate instructions. tat.No.16055N Form SS-4 (Rev.1-2o10) STATE OF ARKANSAS ALCOHOLIC BEVERAGE CONTROL DIVISION APPLICATION FOR PRIVATE CLUB PERMIT Private Club Permit No. We hereby make applications for permits to serve alcoholic beverages on our premises to the club's adult members,members of their families over the age of 21,and duly qualified guests. I NP Club, Inc. d/b/a The Box Arcade FEIN# ' 1�q9 77 Non-Profit Corporation ' APPLICANT ON BEHALF OF CLUB Kimberly Analiz Garcia First Middle Last HOME ADDRESS 3420 Fischer Ave. Fort Smith 72904 Sebastian BUSINESS NAME Street The Box Arcade city Zip County ' BUSINESS ADDRESS 612 Main St. Van Buren 72956 Crawford Street City Zip County Is proposed location inside or outside city limits? Inside Does the club own the premises? No If leased,give name and address of owner: Moxie Ventures, LLC 105 N.28TH ST.VAN BUREN, AR 7295E Is your establishment primarily engaged in the business of serving food for consumption on the premises? No Under which system of dispensing alcoholic beverages will the club operate? Pool/Revolving Locker V/ Does anyone now hold an alcoholic beverage permit a this location? No If so,give name,address and permit no. (s) NA Amount of Dues$, NA ANNUAL() MONTHLY Give names and addresses of all officers/directors of the non-profit organization: NAME TITLE ADDRESS Kimberly Analiz Garcia President 612 Main st.Van Buren,AR 72956 Jesus Salvador Garcia-Barroso Vice-President 612 Main st. Van Buren,AR 72956 Marcia Graciela Garcia Barroso Secretrary/Treasurer 612 Main st.Van Buren,AR 72956 Kimberly Analiz Garcia Registered Agent 612 Main st.Van Buren,AR 72956 Has any member of the club's board of directors or other governing body, or any club officer, been under the sentence, whether suspended or otherwise, of any court for the conviction of a felony within two (2) years preceding the date of this application? YES NO X _ If yes,please explain Signed this day of Signature of Applicant/Managing Agent President Official Title Subscribed and sworn to before me this day of 'binary 0.r�"�` 2024 otarh Public \```` MO \`���pllli IIIIIIU/gj���i .p� A�► /y My Commission Expires: 3/15/16 ��///!lIIIIII11U11\ NEWSCHAO102 SCHEDULE A INDIVIDUAL'S PERSONAL HISTORY i Application filled by Applicant -A,.Stockholder/Partner- S I submit answers to the following questions under oath: 1. Name Isi�u.F_ � lqoCk,1i7 G01-C;0 Sex r Date of Birth 07I ZS/9Y 2. Home Address __3Y20 c r - iLie Qdy phone No. CIR701 44-7 -O6$fo Street City Zip 3. Are you a person of good moral character and reputation in your community? Ues, 4. Hte you (CITIZEN) r(PERMANENT RESIDENT.ALIEN) of the United States? CIRCLE ONE Social Secu o. 93ti-S-337 —Green Card No. K� 5. Are you a resident of the county in which application has been made? a= JUO If not, do you live within 35 miles of the premises to be permitted? _ !/e�g _ 6. Have you ever been convicted of a felony? YES NO ✓,If so, give full information 7. Have you been convicted of any violation of any law relating to alcoholic beverages within the five (5)years preceeding this application? YES NO ✓ If so, give full information 8. Have you had any alcoholic beverage permit issued to you revoked within the five (5) years preceeding this application? YES NO-Al_ If so, give full information ___ 9. Do you presently hold or have you ever held an alcoholic beverage permit(s)?-.n1), If so, give name, place, and permit number(s) 10. Have you applied and been refused a permit at the applied for location within the last 12 months? 00_If so, give full Information 11. Marital Status: Single.( ) Married (X ) Divorced ( ) Separated ( ) Other 12. Furnish complete information regarding members of immediate family: &e109nshin Full Name Address Occu aR tio� �t 5� 4 Mar tt !a(x o, &rm54> 3142n��" $C_ f�c�ttnri� C A►}ta (Ie &Kk Comer C-CA R- c>4- t rn�h{r Gn�ic;aen v ��0. Et8 QyC cj� e K-mil~ 0 C%14,i s�n�r�r1 r,r►c Tuc-fi.�n ::�'_'rCHA02172 Srwrxt C.cstula '�c��Yttt (l8 �.� Gtt<<c Cuba€f C���eaci`3t_��� (�nrhvcs�t'on C(zp{e =nn �Iut0.1�e .tr tl � k� �eLC Cr.t o�F f�.,imood 713 {C 5 ct+ �Otui�e �jCt,rassa tr�ttzl �3Sttf !!� �krsiNtll loop t4otsp_nn_�___�---7tgl� tat Are any of the above to be connected with the operation of the outlet? V-e s (b) If so, who and in what capacity?_'!CPsA Sr,1„n&� Cesar t r�'6ss�_ UCcP �rpc�.(Q�4 13. Give your home address (city or town) and dates at each for the past five (5) years: _3�-D— Tlesdi y r- Amy Hai Stnitin e4¢ 7Aocl -Is Rea cke-ek r J4 o e-f 14. Covering the past five (5) years, give in detail the following: YQLvr Occupation Business or O ation L�a�e &address q� �ygt pates of EmRoymgnt colt_ CWrdtr�lEt,�r -, a,. .! �n.,.1 /ll � ZOlto nl a na4cijrex% f4cctic'} _.4 _ rmt4ia., tue 4 Pump, I'1'tfcliuh, Za21z AMC3['('rjr0 rf\fmh..t ubj �J&ar k V^5- t t •- ' '--IF y state on oath that I will not violate any law of this State or any regulation of the Alcoholic Beverag.- Control Division, nor will any agent or employee be allowed to violate any law or regulation. It is hereby consented that the licensed premises and its books and records shall be open at all times to all law enforcement officials without warrant or other legal process. I STATE OF ANSAS Applicant's Signature ARKQ f COUNTY OFQ��IQj'T/IOn/ a/16d at- , being first duly sworn on oath deposes and says that he/she has ldr�eachofquestions to which he/she has made answer, and that his/her said answers in each instance are true and correct. Subscribed and sworn to before me this. day of tary Public My Commission Expires: l _j � �a�pp 0 it 1Z357954 cAa �pTARY m ��iptytl����le /�//��itttlllitttti�r\\ NEWETDS0102 DESCRIPTION OF BUSINESS AND ENTERTAINMENT ACTIVITIES i FOR PRIVATE CLUB PERMIT NAME OF OUTLET CITY V6n [ke'A COUNTY rJy'Qu,( Arkansas Law requires that a private club must exist for some reason other than the consumption of alcoholic beverages.On this sheet of paper,,which is a part of your verified application,you are to describe, in complete detail, what entertainment (live bands, dancers, food service, etc.), social functions, or other recreational events will be available at the club for the members.If you are in doubt about whether to list an item,you are urged to include it. Under Section 1.34 of the ABC regulations, any permit issued by this agency is only valid for the uses described in the original application. Any material change in the club's operation or entertainment, other than originally listed in this application, without prior approval of the director, shall be grounds or revocation of your permit. On your floor plan,which is a separate attachment,please mark the entrance to the private club,noting the location of the guest book,and mark any major features of the private club area, including where specific entertainment items will be located. PLEASE PRINT OR TYPE YOUR RESPONSES BELOW. USE THE BACK OF FORM, OR ADDDITIONAL SHEETS,IF NECESSARY. v O h ►`fit a- 4 Q.CIM `5 i0 of S l'�cr G 1'�1S UPi li vl d? 6,tce55 �y a d,yerSe ra.,q of arc4W2 q ame5- ra 05{a/41C 40 Ino der A 9� C mD 4,141'Ve SDi r, is a re ri ltrae w/ I1Pao 9r b,agrc( avcO( de a /so haS ( local kur4661e4 r,q G'dmeS A fled, 5-IC4 dr,'I CS '-knae in"aawab�� xe. !S A Aso o 6�:e r e Ids J2212 c 6r a 42 firC-e Q ,�e VPpw e r furl and -�toM 7'6e drrLly gt,,01v AUTHORITY TO RELEASE INFORMATION Application filled by Applicant - A, Stockholder/Partner-S TO'WHOM IT MAY CONCERN: I understand that the Alcoholic Beverage Control Enforcement Division will conduct a thorough investigation before a final decision is made regarding my eligibility to hold an. alcoholic beverage permit. This investigation may include inquiries as to my character, reputation, and the location and feasibility of a permit being issued at the applied for location. To facilitate this investigation, 1 do hereby give my consent and authority for any public utility or police agency to furnish information from their records to the Alcoholic Beverage Control Enforcement Division and the Alcoholic Beverage Control Board. Signature - Full Name Date 1s ram. tav e Home Address Fnr_+ SmckyA 1�2 �2go�l City State Zip Mailing Address City State Zip Contact Phone Business Phone -i"rr�.t>�Q �C-llYY1�S{rt7 � Q[YlLt1� rL� E-Mail Address Sworn and subscribed before me this day of ON /1/k,, Notary P lfc v ; 11�R.{ Q My Commission Expires: 1� ` ` o1 O (Revised 3/011) a s � w•a �••r•o a •s w r VERO WIR: OF S &*I ' SWFZ-4 i y OF STATE John Thurston ARKANSAS SECRETARY OF STATE To All to Whom These Presents Shall Come,Greetings: 1,John Thurston,Arkansas Secretary of State of Arkansas,do hereby certify that the following and hereto attached instrument of writing is a true and perfect copy of Articles of Incorporation for Dom.Non-Profit Corp Of NP CLUB,INC. filed In this office December 15,2021 In Testimony Whereof,I have hereunto set my hand and affixed my official Seal.Done at my office In the City of Little Rock,this 15th day of December 2021. A' John Thurston ' Secretary of State online Certificate Authorization Code:49058781baftd83945 i To verity the Authorization Code,visit sos.arkansas.gov i r r- FILED-Arkansas Secretary of State-John Thurston-Doc#.14930405001-FiIIng#:811344683-F11ed On:1211512021-Page(s):2 Articles of Incorporation for Dom. Non-Profit Corp - 501 (c)(3) Filing Information Filing Act:1147 of 1993 Entity Name:NP CLUB,INC. Fite Date:2021-12-15 13:18:32 Effective Date:2021-12-15 Filing Signature:KATHRYN A STOCKS Organization Type:Mutual-Benefit Corporation Asset Distribution:Upon the 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 a Court of Competent Jurisdiction 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. Power:No part of the net earnings of the corporation shall inure to the benefit,or be distributable to its members,trustees,officers,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 previous articles 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 or,in opposition to 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 under section 501(c)(3)of the Internal Revenue Code,or the corresponding section of any future federal tax code,or(b)by a corporation,contributions to which are deductible under section 170(c)(2)of the Internal Revenue Code,or the corresponding section of any future federal tax code. Has Members:Yes Primary Purpose: The purpose for which this corporation is organized: I 1.The primary purpose of the Corporation shall be:Said corporation is organized exclusively for charitable,religious,educational,and scientific purposes,Including,for such purposes,the making of distributions to organizations that qualify as exempt organizations under 501(c)(3)of the Internal Revenue Code,or the corresponding section of any future federal tax code. 2.To conduct any business enterprise not contrary to law. 3.To exercise all the powers enumerated in Section 4-27-302 of the Arkansas Business Corporation Act. Re istered Agent: First Name:KATHRYN Middle Name:A Last Name:STOCKS Address 1:401 N.7TH STREET City:FORT SMITH State:AR Zip:72901 Country:USA a First Name:KATHRYN r C®� Arkansas Secretary of State a 1401 W.Capitol,Suite 250,Little RockJAR 72201 John Thurston 501-682-3409•www.sos.arkansas.gov `1RKANSI+g ARTICLES OF INCORPORATION — DOMESTIC NONPROFIT (PLEASE TYPE OR PRINT CLEARLY IN INK) We,the undersigned,acting as incorporators of a corporation under the Act 1147 of 1993 and Arkansas Code Annotated§4-33-202,adopt the following Articles of Incorporation of such corporation. 1. The name of the corporation: NP Club, Inc. 2. This corporation is: (check one of the following) ❑Public—Benefit Corporation Q Mutuai—Benefit Corporation ❑Religious Corporation 3. Will this corporation have members? YesO NOD 4. How will the assets be distributed upon dissolution?(Use additional pages if necessary) See attached s. Corporation's initial registered agent: Kathryn A. Stocks 401 N. 7th Street Name Street Address Fort Smith, AR 72901 Street Address Line 2 city.State Zip 6. Incorporator information: (Use additional pages if necessary) Mark A. Moll Name signature Date 401 N. 7th Street Fort Smith, AR 72901 Address UtKathryn A. Stocks y, a e p ame Signature Uate, 401 N. 7th Street Fort Smith, AR 72901 Address Lary.State Zip J. Randall McGinnis Name Signature Uate 401 N. 7th Street Fort Smith, AR 72901 Address city,State zip Optional:You may attach any of the following if applicable to this corporation. • The names and addresses of the initial directors • Power of the Corporation • The purpose for which the corporation is organized • Other provisions as deemed necessary $50.00 Filing Fee payable to Arkansas Secretary of State NPD-01 Rev.11115 ARTICLES OF INCORPORATION Attachment 4. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in.which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine which are organized and operated exclusively for such purposes. Initial Directors: Mark A. Moll Kathryn A. Stocks J. Randall McGinnis I s Y if �l ��•~fY 4 21 FMAH$•1 v •v •*tw•w �RN t v •v w STAVE OF AIMANSAS w„w q r SECRETARY �+ OF STATE John Thurston ARKANSAS SECRETARY OF STATE To All to Whom These Presents Shall Come,Greetings: I,John Thurston,Arkansas Secretary of State of Arkansas,do hereby certify that the following and hereto attached Instrument of writing is a true and perfect copy of Change of Registered Agent or Office Of NP CLUB,INC. filed in this office February 12,2024 In Testimony Whereof,i have hereunto set my hand and affixed my official Seal.Done at my office in the City of Little Rock,this 12th day of February 2024. Iohn Thurston Secretary of Slate online Certificate Authorization Code:72395065d6MMI101 To verity the Authorization Code,visit sos.arkansas.gov FILED-Arkansas Secretary of State-John Thurston-Doc#:17745751001-Filing#:811344683-Filed On:2J12J2024-Page(s):1 Notice of Change of Registered Office or Agent for Domestic Non-Profit Corporation Filing Information Entity File Number:811344683 Alt Entity Type:DomNonProfitNewCode Entity Name:NP CLUB, INC. File Date:2024-02-12 10:15:12 Alt Tax Type:NonftfitCorporation Filing Signature:KATHRYN A. STOCKS Current Registered Agent First Name:KATHRYN Middle Name:A Last Name:STOCKS Address 1:401 N.7TH STREET City:FORT SMITH State:AR Zip:72901 Country:USA ChangingRegistered Agent First Name:KIMBERLY Middle Name:ANALIZ Last Name:GARCIA Address 1:612 MAIN STREET City:VAN BUREN State:AR ZIP:72956 Country:USA I I I Kathryn Stocks From: Arkansas Secretary of State <support@ark.org> Sent: Monday, February 12,2024 10:16 AM To: Kathryn Stocks Subject: SOS Corporation Filing The Arkansas Secretary of State's Office has received your filing. Notice of Change of Registered Office or Agent for Domestic Non-Profit Corporation Filing Information Entity File Number: 811344683 Alt Entity Type: DomNonProfitNewCode Entity Name: NP CLUB, INC. File Date:2024-02-1210:15:12 Alt Tax Type: NonProfitCorporation Filing Signature: KATHRYN A. STOCKS RegisteredCurrent Agent First Name: KATHRYN Middle Name:A Last Name: STOCKS Address 1:401 N. 7TH STREET City: FORT SMITH State: AR Zip: 72901 Country: USA Changing Registered Agent- First Name: KIMBERLY Middle Name:ANALIZ Last Name: GARCIA Address 1: 612 MAIN STREET City: VAN BUREN State: AR Zip: 72956 Country: USA i SECT Arkansas Secretary of State a y Capitol,Suite 250,Little Rock,AR 72201 W� �y John Thurston 1401 W. 501-682-3409-www.sos.arkansas.gov `1kANSA� NOTICE OF CHANGE OF REGISTERED AGENT INFORMATION (PLEASE TYPE OR PRINT CLEARLY IN INK) MARK ENTITY TYPE Corporation-Profit General Partnership Limited Liability Limited Partnership Corporation-Nonprofit Limited Partnership Series LLC/Protected Series Limited Liability Company Limited Liability Partnership Other Pursuant to the Laws of the State of Arkansas,the undersigned submits the following statement for the purpose of changing its registered agent In the State of Arkansas. If this statement reflects a change in registered agent for any entity or entities other than listed,this form must be accompanied by notice of such change to any and all applicable entities. 1. Name of entity:,NP Club, Inc. 2. is the entity: aDomestic —]Foreign 3. Street address of registered agent for service of process changing from: 401 N. 7th Street ee ress Fort Smith AR 72901 Street Address Line 2 City,State Zip 4. Street address for service of process,which registered agent is changing to:612 Main Street bfreetAddress Van Buren AR 72956 Street Address Line 2 City,State Zip 5. Name of registered agent changing from: Kathryn A. Stocks To: Kimberly Analiz Garcia 6. Filing date of Notice of Change of Registered Agent: I understand that knowingly signing a false document with the intent to file with the Arkansas Secretary of State is a Class C misdemeanor and is punishable by a fine up to$-11000.{0,0 and/or imprisonment up to 30 days. Executed this. ' day of ! , 2024 I I Kathryn A. Stocks, Officer Sig t e nd T101 Authoriz d Officer Authorized Officer Note:For Series LLCs only-Per Arkansas law,all Protected Series associated with the Series LLC named in section#1 will also have a change in the Registered Agent information. NO FEE DO-31DN-041FN-06PALU Rev.12119 BY-LAWS OF NP CLUB,INC. ARTICLE I. MEMBERSHIP A. Membership. There shall be no membership fee. Members must be 21 years or older. A record of each member shall be kept in the Corporation's records. B. Transfer. Membership in the Corporation shall not be transferable. ARTICLE ff. MEMBERS A. Annual Meeting. The annual meeting of the members of this Corporation shall be held at such place within the continental limits of the United States as the Directors shalt designate, the date of the meeting to be held on the first.Saturday.in June every year. B. Special Meetings. Special meetings of the members may be called at any time by the President, by resolution of the Board of Directors, or by not less than fifty percent(50%) of the members entitled to vote on any action to be presented at such meeting. I C. Notice. Written notice of special members' meetings shall be given either personally or by mail, to each member of record at his address, as the same appears on the membership book of the Corporation, not less than ten (10) nor more than sixty (60) days before the meeting is to be held since the date of the annual meeting is set, no notice will be given. In case of special meetings, the notice shall also include a statement of the purpose or purposes for which the meeting is called and no other business may be transacted or considered. Notice of any meeting or service of such notice may be waived in writing before or after the meeting by a member or by the attendance in person or by proxy of any member at such meeting. No irregularity of notice of any regular or special meeting of the members shall invalidate such meeting or any proceeding there at. D. Quorum. A quorum at any meeting of the members shall consist of a majority of the members entitled to vote, represented in person or by proxy. A majority of such quorum shall decide any questions that may come before the meeting. Each member will have one vote. E. Proxies. A member may vote at any meeting of the members by being present in person or by giving to some other person present at the meeting a written proxy. F. Voting. Directors and officers shall be elected at the annual meeting of members. G. Infonnal Action by Members. Unless otherwise provided by law, any action required to be taken at a meeting of the member, or any other action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof. i ARTICLE Ili. DIRECTORS A. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. B. Number.Tenure and Qualifications. The number of Directors of the Corporation shall be three (3). Each Director shall hold, office for a term of two years or until his or her successor shall have been elected and qualified. C. Vacancies. If a vacancy occurs in the Board of Directors by reason of death or resignation, or if the members fail to fill all the vacancies in the Board of Directors at the annual meeting of members or any meeting for the purpose of electing Directors, the vacancies shall be filled by the affirmative vote of a majority of the remaining members of the Board of Directors. Any 2 vacancy caused by removal of a director shall be filled by the members and may be filled at the members'meeting at which the vacancy is created or at a subsequent meeting. D. Reslanations. A Director may resign at any time by filing his or her written resignation with the Secretary. E. Removal. A Director may be removed at any time, with or without cause, by a special members'meeting called expressly for that purpose. F. Meetings. Meetings of the Board of Directors shall be held on call of any member after giving notice in writing or otherwise to all members at least twenty-four (24) hours thereto. Notice of any meeting or service of such notice may be waived in writing before or after the meeting by a Director or by attendance at such meeting. No irregularity of notice of such meeting shall invalidate such meeting or any proceeding there at. G. Quorum, A quorum of any meeting of the Board of Directors shall consist of a majority of the entire membership of the Board. A majority of such quorum shall decide any question that may come before the meeting. H. Informal Action. Action taken by a majority of the Directors without a meeting in respect to any corporate matter shall be valid if, before or after such action, all Board members sign and file with the Secretary for inclusion in the Corporate Minute Book a memorandum showing (a) the nature of the action taken, (b) the consent of each Board member,. and (c) the names of Directors approving and Directors opposing such action. I. Proxies. Directors may not vote by proxy. J. Election of Officers. Officers of the Corporation shall be elected by the Board of I Directors and shall serve at the pleasure of the Board of Directors subject to any contracts of employment entered into by the Corporation. The officers of the-Corporation will receive no compensation for their services. 3 ARTICLE IV. OFFICERS A. Number. The offices of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers as may be elected in accordance with these bylaws. If there is more than one (1) member, any two (2) or more offices may be held by the same person,except the offices of President and Secretary. B. Vacancies. When a vacancy occurs in one of the executive offices by death, resignation, or otherwise, it shall be filled by the Board of Directors. The officer so selected shall hold offices until his successor is chosen and qualified. C. Execution of Written Instruments. The Board of Directors may authorize any one (1) or more officers and/or employees to execute contracts in the ordinary course of business on behalf of the Corporation, and such authority may be.general or confined to specific instances. D. Checks and Notes. Checks,notes, drafts and demands for money shall be signed by any officer who may from time to time be designated by the Board of Directors. E. Reimbursement of Payments. Any payments made to an officer for an expense incurred by him on behalf of the Corporation, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance. It shall be the duty of the Board of Directors to enforce payment of each such amount disallowed. in lieu of payment by the officer, subject to the determination of the Board of Directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered. ARTICLE V. INDEMNITY A. Directors and Officers Indemnification. Every person who was or is a party or is threatened to be made a party to, or is involved in, any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer 4 of the Corporation or, is or was serving at the request of the Corporation as director or officer of another corporation, or as its enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under and pursuant to any procedure specified in the Arkansas Non- Profit Corporation Act of the State of Arkansas, as amended as the same may be amended hereafter, against all expenses, liabilities and losses (including attorney's fees, judgments, fines and amounts paid or to be paid in settlement)reasonable incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right that may be enforced in any lawful manner by such person. Such right of indemnification shall not be exclusive of any other right which such director or officer may have or hereafter acquire and, without limiting the generality of such statement, he shall be entitled to his rights of indemnification under any agreement, vote of members, provisions of law, or otherwise, as well as his rights under this paragraph. The board of directors may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have power to indemnify such person. B. Advancement of Expenses. Expenses incurred by a director or officer of the Corporation in defending a civil or criminal action, suit or proceeding by reason of the fact that he is, or was, a director or officer of the Corporation (or was serving at the Corporation's request as a director or officer of another corporation, or as its representative in a partnership,joint venture,trust or other enterprise) shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by, or on behalf of, such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized by relevant provision of the Arkansas Non-Profit Corporation Act as the same now exists or as it may hereafter be amended. 5 ARTICLE VI. AMENDMENTS Bylaws may be adopted, amended or repealed at any meeting of the Board of Directors by the vote of a majority thereof, unless the Articles of Incorporation provide for the adoption, amendment or repeal by the members, in which event action thereon may be taken at any meeting of the members by vote of a majority of the voting members. CERTIFICATION OF ADOPTION The foregoing Bylaws of the Corporation have been duly adopted this day of 2024, by action of the Board of Directors of the Corporation pursuant i to the laws of this state. IN TESTIMONY THEREOF, witness the hand of the undersigned as Secretary of the Corporation on such date. (SEAL) Maria Graciela Garcia Barroso,Secretary APPROVED: Kimberly Aiializ Garcia, Chairman I ' 6 ScT Arkansas Secretary of State o a y 1401 W.Capitol,Suite 250,Little Rock,AR 72201 John Thurston 501-682-3409•www.sos.arkansas.gov N5�5 INSTRUCTIONS: File with the Secretary of State's Office, Business Services Division, State Capitol, Little Rock, Arkansas 72201-1094. A copy will be returned to the entity and must be filed with the County Clerk in the coun- ty in which the entity's registered office is located (unless registered office is in Pulaski County). APPLICATION FOR FICTITIOUS NAME Select entity type: For-Profit Corporation($25.00 fee) ✓ Nonprofit Corporation ($25.00 fee) General Partnership ($15.00 fee) Limited Partnership ($15.00 fee) LLC ($25.00 fee) LLP ($15.00 fee) LLLP ($15.00 fee) Series LLC ($25.00 fee) Pursuant to the provisions of Arkansas law, the undersigned entity hereby applies for the use of a fictitious name and submits herewith the following statement: 1. The fictitious name under which the business is being, or will be, conducted by this entity is: The Box Arcade 2. The character of the business being, or to be, conducted under such fictitious name is: restaurant 3.. a)The entity name of the applicant and its date of qualification in Arkansas: Date: 12/15/2021 Name: NP Club, Inc. b)The entity is Fv-] Domestic F1 Foreign (state of domestic registration) c)The location (city and street address)of the registered office of the applicant entity in Arkansas is: 612 Main Street Van Buren AR 72956 Street City State ZIP Code I understand that knowingly signing a false document with the intent to file with the Arkansas Secretary of State is a Class C misdemeanor and is punishable by a fine up to$100.00 and/or impris- onment up to 30 days. Authorizing Officer Kathryn A. Stocks Cr or Pnnq Authorized Signature: (Chfirman,153Mner or other authorized person) Address: 401 N. 7 Street, Fort Smith, AR 72901 DN 181F48 Rev.9120 OFFICE OF THE SECRETARY OF STATE LETTER OF AFFILIATION To: Secretary of State Re: Letter of affiliation between NP Club,Inc.and The Box Arcade LLC Dear Sir or Madam: Please let this letter acknowledge the consent by The Box Arcade LLC.for NP Club,Inc. to use the factious name of The Box Arcade. I control these entities. NP Club, Inc. is the non- profit that will hold the liquor license for the Van Buren location since it is located in a dry county and both will operate from the same physical location. These entities are affiliated with one another and it will serve my business purpose to have this name available. Very truly yours, THE BOX ARCADE LLC By: �*sus Salvador Garcia Barroso,Manager I MINUTES OF SPECIAL MEETING OF BOARD OF DIRECTORS OF NP CLUB,INC. A meeting of the Board of Directors of NP Club, Inc. (the "corporation ) was held.at the offices of the corporation on the day of . 2024, pursuant to a waiver of notice and consent, evidenced by the signatures of all the directors at the conclusion of these Minutes. It was announced that the three previous directors had resigned and the following directors were elected: Directors: Jesus Salvador Garcia Barroso Kimberly Analiz Garcia Maria Graciela Garcia Barroso The Minutes of the first meeting of incorporators and founding members were read. Upon motion duly made, seconded and unanimously adopted, all actions taken at such meeting were approved and ratified by the Board of Directors. The Chairman and the Secretary of the Board of Directors were elected as follows: Chairman Kimberly Analiz Garcia Secretary Maria Graciela Garcia Barroso The Chairman then discussed the corporation's desire to file an application to obtain a permit to sell liquor and to file to do business as The Box Arcade. The Chairman then appointed Kimberly Analiz Garcia to have the authority to make the liquor application on behalf of the corporation. Upon motion duly made and seconded, the following resolution was unanimously adopted: "RESOLVED, that the corporation is hereby authorized to file for a permit to obtain a liquor license and an application to do business as The Box Arcade and that Kimberly Analiz Garcia have the authority to make the liquor application on behalf of the corporation" 'The Chairman called for a nomination of officers. Thereupon, the following persons were nominated and elected unanimously to serve as officers of the corporation until their successors may be duly elected and qualified: Name Office Kimberly Analiz Garcia President Jesus Salvador Garcia Barroso Vice President Maria Graciela Garcia Barroso Secretary[Treasurer Kimberly Analiz Garcia Registered Agent It was next decided that a bank would need to be designated as the proper depository institution for corporate funds.The following motion was unanimously adopted: "RESOLVED, that the President of this corporation is authorized to designate Arvest Bank as the bank of the corporation, in which to deposit any funds of the corporation and the appropriate officer may execute the various resolutions required by said bank to act as a depository of corporate funds." There being no further business to come before the board, the meeting was duly adjourned. rna&- gam. Maria Graciela Garcia Barroso, Secretary Consent of New Directors: J s Salvador Oarcla Barroso Kimberly An liz Garcia limCir& ,, Ayzoo- Maria Graciela Garcia Barroso 2 SEC ? -446 Arkansas Secretary of State r i y� y 1401 W.Capital,Suite 250,little Rock,AR 72201 John Thurston 501-682-3409•wwwsos.arkansas.gov '9�KANSAy 2024 ANNUAL REPORT FOR NONPROFIT CORPORATION Report Due August 1st Pursuant to A.C.A.§4-33-131 Fide Online Today at www.sos.arkansasm Filing Number: 1.Name of the Nonprofit Corporation: NP Club, Inc. 2.Jurisdiction of incorporation(State or foreign country)under whose laws the corporation was incorporated: Arkansas 3.Name of Registered Agent for Service of Process: Kathryn A. Stocks. Address for Registered Agent,MUST be a physical address in the State of Arkansas: 401 N. 7th Street City: Fort Smith state: AR Zip. 72901 E-mail(optional): Phone(optional): 4.Address for Corporation's Principal Office: 612 Main Street city: Van Buren State.. AR Zip; 72956 E-mail(optional): Phone(optional): S.Names of Principal Officers: Addresses of Principal Officers: Jesus Salvador Garcia Barroso 612,Main Street, Van Buren, AR 72956 Kimberly Analiz Garcia 612 Main Street, Van Buren,AR 72956 Maria Graciela Garcia Barroso 612 Main Street, Van Buren, AR 72956 6.Names of Board of Directors Addresses of Board of Directors: (minimum of 3 persons): Jesus Garcia 612 Main Street, Van Buren, AR 72956 Kimberly Analiz Colula 612 Main Street, Van Buren, AR 72956 Maria Graciela Garcia Barroso 612 Main Street, Van Buren, AR 72956 NOTE:Include any additional officers or directors on page 2,if needed. 7.Annual Report Contact Name and Address(if different than above): Address: City: State: Zip: 8.Is this entity registered with the IRS as an exempt organization?(optional) YeS If yes,what type of exemption status is held?(optional) I understand that knowingly signing a false document with the intent to file with the Arkansas Secretary of State is a Class C misdemeanor and is punishable by a fine up to$100.00 and/or imprisonment up to 30 days. Executed this day of .2024 Kathryn A. Stocks, Director Signature ndnd Ti�Authorized Director or Officer Printed Name and Title of Authorized Director or Officer Rev.12123 •T EmeMency Exit Upstairs Storage Men's Restroom Back Room Women's Restroom Party Room W 0 Q D � n V try D DC o y p D 0 � m rn 0 G) M m D G) m _ N 0 LD rD CONSOLE STATION Ln Sitting Area La rD Service Counter