Articles of Incorporation. Of the. Amboy Area Community Club. Article I Name. Article II Purpose. Article III Registered Address

Transcription

1 Articles of Incorporation Of the Amboy Area Community Club We, the undersigned incorporators, hereby declare, as required by Minnesota Statues, these Articles of Incorporation to be formed under and this corporation to be governed by Minnesota Statue 317A, otherwise known as the Minnesota Nonprofit Corporation Act. No amendments may be made to these Articles of Incorporation or to the Bylaws of this organization, nor any action taken, that would alter the status from nonprofit to a for-profit organization. Article I Name The name of this organization is the Amboy Area Community Club. The name includes the residence of the City of Amboy Minnesota, rural Amboy Minnesota residence and others interested in the overall welfare of the Amboy Minnesota community. Article II Purpose This Amboy Area Community Club is organized exclusively for charitable, cultural, historical, and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Section One. Continuity of Registered Address Article III Registered Address The registered address shall be chosen by the Board, and shall be either a location of central programs of the club, or an address of a Board Member that meets legal requirements. This address is required to be submitted to the Secretary of State s office. Section Two. Registered Address. The registered address upon incorporation is 244 East Maine Street, Amboy, Minnesota 56010, in Blue Earth County. Page 1

2 Section One. Organizational Incorporators. Article IV Incorporators and Contributors The incorporators of the organization are: Marty Aldinger Jeff Boesch 304 Troendle Street S.E. 311 East Prairie Street Mapleton, Minnesota Amboy, Minnesota Debra Raiche Marybeth Olson 304 Troendle Street S.E 417 West South Street Mapleton, Minnesota Amboy, Minnesota Sheila Lewis Tanya Larson th Ave th Ave Amboy, Minnesota Amboy, Minnesota Bernice Tallman Jacki Jauss 312 West Maine Street 3414 Lyndale Ave. North Amboy, Minnesota Minneapolis, Minnesota Kelly Reuter Susan Sorenson 308 West South Street 141 West Maine Streets Amboy, Minnesota Amboy, Minnesota Rhonda Roesch 317 North Street West Amboy, Minnesota Section two. Organizational Contributors. The Amboy Area Community Club recognizes the following individuals for their outstanding vision in development and support of the mission: Richard Dethloff, Kenny Irvine, BeeDee Starkweather, Verla Boesch, Tom Tallman, Section Three. First Board of Directors Marty Aldinger, President Debra Raiche, Secretary Sheila Lewis, At-Large Director Bernice Tallman, At-Large Director Kelly Reuter, At-Large Director Rhonda Roesch, At-Large Director Jeff Boesch, Vice President Marybeth Olson, Treasurer Tanya Larson, At-Large Director Jacki Jauss, At-Large Director Susan Sorenson, At-Large Director These terms will expire in December Page 2

3 Article V Directors and Officers The organization shall have at least five (5) but no more than fifteen (15) directors, to be Determined by the adopted Bylaws, who shall be elected by the voting membership. The five minimum officers shall be the President, Vice President, Secretary, Treasurer, and At-Large Director. The roles, duties, obligations, methods of appointment/election, and all other terms, qualifications, and definitions of these officers and directors shall be determined in the adopted Bylaws of this organization. Article VI Membership This organization shall be composed of members, who through declaration and other qualifications join the organization. There shall be two classes of membership, voting and associate. Article VII Powers This organization shall have vested in it, within the officers and members, the power to act in any and all means necessary, in compliance with all applicable laws, regulations, and other restrictions within local, state, and federal authorities, governing Nonprofit, 501(c)(3) organizations, to further this organization. However, no part of the net earnings of the Association shall inure to the benefit of, 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 purpose set forth in these Articles. No substantial part of the activities of the corporation shall be carrying out 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 of or in opposition to any candidate for public office. Notwithstanding any other provisions in these Articles, the corporation shall not carry on any other activities not permitted to be carried on by (a) corporation exempt from federal income taxes 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. No part of this section shall limit the organization and its individual members right to meet, conduct associations, or discuss issues, ideas, or other concerns with elected officials in the natural course of business, or to promote the mission, notwithstanding lobby limitations of the Internal Revenue Code. Page 3

4 If at any time, this Association is ruled a private foundation by the Internal Revenue Service, under Section 501(c)(3) of the Internal Revenue Code, the following restrictions shall become effective immediately: 1. The Association will distribute its income for each tax year at a time and in a manner as not to become subject to tax on undistributed income imposed by section 4942 of the Internal Revenue Code, or the corresponding section of any future federal tax code. 2. The Association will not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code, or the corresponding section of any future federal tax code. 3. The Association will not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code, or the corresponding section of any future federal tax code. 4. The Association will not make any taxable expenditure as defined in section 4945(d) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Article VIII Dissolution Dissolution procedures shall follow those outlined in the Minnesota Nonprofit Corporation Act at the time of dissolution. For dissolution procedures to begin, a majority of board members must approve a motion to be put before the voting membership. The distribution of assets upon dissolution shall be in the following manner, once approved, in the following order: 1. Distribution of assets received and held for a special purpose shall be used for that purpose. 2. Payments of costs and expenses of the dissolution proceedings, including attorney fees and disbursements. 3. Payment of any debts, obligations, and liabilities of the Association. 4. The remaining assets shall be distributed to one or more exempt purposes under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, by the Board, or shall be distributed to the federal, state or local governments, for a public purpose. Any such assets not so disposed of shall be disposed of the court of competent jurisdiction in Blue Earth County, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. Article IX Supremacy Page 4

5 If in the course of the organization s operation, a conflict exists between any policy, action, or other operation between policies, the following shall be used as the hierarchal structure for determination of resolution. Section One. Articles of Incorporation Compliance No Portion of this organization in functioning shall be in conflict with the Articles of Incorporation. If any portion or portions of an action or operation should be in such conflict, including but not limited to the Bylaws, Member or Board resolutions or other, the said action shall be null, void, and immediately vacated. This compliance shall still be subsidiary to any compliance required in Article VII. Page 5