ARTICLES OF INCORPORATION

Administrative Affairs Division ARTICLES OF INCORPORATION AS AMENDED Filed with the Minnesota Secretary of State’s office on December 1, 1994. Infor...
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Administrative Affairs Division

ARTICLES OF INCORPORATION AS AMENDED

Filed with the Minnesota Secretary of State’s office on December 1, 1994. Information presented current as of February 26, 2006.

Articles of Incorporation

p1 ARTICLES OF INCORPORATION OF GAY-LESBIAN-BISEXUAL-TRANSGENDER PRIDE/TWIN CITIES We, the undersigned natural persons of the age of eighteen (18) or more, acting as incorporators of a corporation under Minnesota Statutes, Chapter 317A, do hereby adopt the following Articles of Incorporation for such corporation. ARTICLE I NAME The name of the Corporation shall be Gay-Lesbian-Bisexual-Transgender Pride / Twin Cities. ARTICLE II REGISTERED OFFICE AND AGENT The address of the registered office of the corporation shall be the Law Offices of Ann Viitala, 701 Fourth Avenue South, Suite 500, Minneapolis, MN 554151. The registered agent shall be Ann Viitala2. The mailing address shall be PO Box 2104, Loop Station, Minneapolis, MN 55401. ARTICLE III DURATION The duration of the Corporation shall be perpetual. ARTICLE IV PURPOSES AND POWERS OF THE CORPORATION The purposes for which this Corporation is formed are 1) 2) 3)

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to educate the community at large about the diversity, issues, and goals of the gay, lesbian, bisexual, and transgender communities to provide a forum for celebration of the history and accomplishments of gay, lesbian, bisexual, and transgender people to provide an opportunity for networking and outreach by the many service and community organizations that serve gay, lesbian, bisexual, and transgender people and their families and friends, and

Amended: Mike Goodman, 1160 Cushing Circle, #320, St. Paul, MN 55108 approved by the Board of Directors on April 4, 2005 2 Amended: Mike Goodman approved by the Board of Directors on April 4, 2005

Articles of Incorporation

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any related exclusively charitable or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as enacted and as hereinafter amended.

The Corporation shall have only those powers afforded to it by the Minnesota Nonprofit Corporation Act and laws amendatory thereto; provided, that all activities of the Corporation shall be exclusively those of an educational or charitable organization within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereinafter amended. The Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may be hereafter amended, or by an organizations, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code and Regulations as they now exist or as they may hereafter be amended. ARTICLE V MEMBERSHIP The members of this Corporation, and the conditions and terms of membership shall be provided for in the Bylaws of the Corporation. ARTICLE VI PECUNIARY GAIN The Corporation is not organized for pecuniary profit; it shall have no stock or stockholders and none of the income or assets of the Corporation, if any, shall be distributed in dividends to members or for the personal profit of any individual, non-charitable institution or corporation. The income and property of the Corporation, wheresoever derived, shall be applied solely towards the promotion of the charitable and educational purposes of this Corporation, and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise, by way of profit to any member, officer, or director of this Corporation, provided that nothing herein shall prohibit the payment, in good faith, of reasonable and proper remuneration to any officer, member, director, or employee of the Corporation for services rendered, nor prevent the payment of reasonable interest for money lent or reasonable or proper rent for premises demised or let by any member, officer, or director of the Corporation. ARTICLE VII LOBBYING No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation. The Corporation shall not participate in or intervene in (including the publishing or distribution of any statements) any political campaign on behalf of, or in opposition to, any candidate for public office.

Articles of Incorporation

p3 ARTICLE VIII DISSOLUTION Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the Corporation, dispose of the assets of the Corporation exclusively for religious, charitable or educational purposes or to such organizations which then qualify as an exempt organization or organization under Section 501(c)(3) of the Internal Revenue Code and its Regulations, as now enacted or hereinafter amended, as the Board of Directors shall determine. Any such assets not disposed of shall be disposed of by the district court of the county in which the principal office of the Corporation has been located, exclusively for such purpose or to such organization or organizations as said court shall determine, which are organized and operated exclusively for such purposes. ARTICLE IX BOARD OF DIRECTORS The names and addresses of the initial Directors of the Corporation shall be: Nancy Cournoyer 5813 Abbott Ave. S. Edina, MN 55410 Jeff Oman 4306 Knox Ave. N. Minneapolis, MN 55412 Mark Kinney 214 West 15th St. Apt. 204 Minneapolis, MN 55403 Ruth Debra 3624 17th Ave. S. Minneapolis, MN 55407 George Holdgrafer 1012 17th Ave. N. Minneapolis, MN 55411 Wayne Dehne P.O. Box 2800 Minneapolis, MN 55402 Colin Spriestersbach 4126 Upton Ave. N.

Articles of Incorporation

p4 Minneapolis, MN 55412 Yvonne Bergquist 1572 Portland Ave. S. Apt. 6 St. Paul, MN 55104 Ashley Rukes 610 East 15th St. Apt. 16 Minneapolis, MN 55404 Ken McLaughlin 319 West Lake St. Apt. 103 Minneapolis, MN 55416

Articles of Incorporation

p5 James Schewe 3125 Fremont Ave. S. Apt. 5 Minneapolis, MN 55408 Hereafter, the Board of Directors shall be determined in accordance with the Bylaws of the Corporation. ARTICLE X BYLAWS The first Bylaws of the Corporation shall be adopted by majority vote of the members of the Board of Directors. Thereafter, the Bylaws may be amended as provided in the first bylaws duly adopted. ARTICLE XI AMENDMENTS These Articles may be amended in accordance with state law and as provided in the Bylaws of the Corporation. ARTICLE XII NAME AND ADDRESS OF INCORPORATORS The name and address of the Incorporators are: Nancy Cournoyer 5813 Abbott Ave. S. Edina, MN 55410 James Schewe 3125 Fremont Ave. S. Apt. 5 Minneapolis, MN 55408 Colin Spriestersbach 4126 Upton Ave. N. Minneapolis, MN 55412 IN WITNESS WHEREOF, the undersigned Incorporators certify that they are authorized to execute these Articles, and each Incorporator further certifies that they understand that by signing these Articles, they are subject to the penalties of perjury as set forth in Minnesota Statutes Section 609.48 as if they had signed these Articles under oath.

Articles of Incorporation

p6 Nancy Cournoyer James Schewe Colin A. Spiestersbach November 28, 1994