I, the undersigned, being of full age, for the purposes of forming a nonprofit corporation under and pursuant to Chapter 317A of Minnesota Statutes, as amended, do hereby adopt the following Articles of Incorporation: ARTICLE I. 1.1 The name of the Corporation shall be Midwest Writing Centers Association ARTICLE II. 2.1 The purposes of this Corporation are: 2.1.1 To foster communication among college, secondary school, elementary school and private-sector writing centers and associated professionals and students; to provide a forum in which to address concerns of such writing centers; and to promote the educational objectives of such writing centers. 2.1.2 To engage in, assist and contribute to the support of exclusively charitable, scientific or educational activities and projects, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended; and 2.1.3 To perform such functions either directly or by making donations, gifts, grants, contributions, loans, guarantees, fellowships, or subsidies out of the net income or principal assets of the Corporation, or both, without limit as to the amount going to any one recipient or in the aggregate to all recipients, including donations, gifts, grants, contributions or loans to or for the use or benefit of other corporations, organizations, foundations, institutions or governmental bodies, but subject always to the provisions of Section 2.3 hereof. 2.2 In addition to, and not by way of limitation of, any authority possessed by it or conferred upon it by law, the Corporation shall have the authority, subject only to Section 2.3 hereof: 2.2.1 To pursue its purposes and conduct and carry on any and all lawful business or activities in connection therewith or incidental thereto, or any part thereof, in the State of Minnesota, or in any other state, territory or possession of the United States; 2.2.2 To do any and all acts and things and carry on and conduct all other activities consistent with the purposes set forth above as may be necessary or advisable, suitable, convenient, useful or expedient in connection with, or incidental to, accomplishment of any such purposes, to the full extent permitted by the laws of the State of Minnesota. 2.3 Notwithstanding any other provision of the Articles of Incorporation, all work of the Corporation shall be carried on, and all of its funds shall be used and applied exclusively for, charitable, scientific or educational purposes. No part of the net earnings of the Corporation shall inure to the benefit of any member, officer or other individual, except that reasonable compensation may be paid for service, rendered to or for the Corporation and payments or distributions may be made in furtherance of the purposes of the Corporation. Subject to the provisions of Section 501 of the Internal Revenue Code of 1986, as amended, governing expenditures by public charities to influence legislation, 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 any political campaign on behalf of any candidate for public office. The Corporation shall not carry on any other activities not permitted to be carried on by a Corporation exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future United States Internal Revenue Law. ARTICLE III. 3.1 The Corporation shall not afford pecuniary gain or profit, incidental or otherwise, to its members. 3.2 The Corporation shall be a nonprofit corporation governed under Chapter 317A of the Minnesota Statutes, as amended. ARTICLE IV. 4.1 This corporation shall not discriminate on the basis of race, color, creed, religion, national origin, sex, marital status, sexual preference, status with regard to public assistance, disability or age. ARTICLE V. 5.1 The duration of existence of the Corporation shall be perpetual. ARTICLE VI. 6.1 The registered agent for the Corporation shall be Michael H. Dickel, whose mailing address shall be the registered office of the Corporation. 6.2 The location of the registered office of the Corporation shall be: Learning Center ARTICLE VII. 7.1 The Corporation shall have Members who shall have such voting rights and who shall be ascertained as prescribed in the Bylaws of the Corporation. The Bylaws of the Corporation may establish more than one category of voting Members. ARTICLE VIII. 8.1 The management and direction of the business of the Corporation shall be vested in its Board of Directors. 8.2 The number, terms of office, powers, authorizations and duties of the Directors of the Corporation, the time and place of their meetings, and such other regulations with respect to the Directors which are not inconsistent with the express provisions of these Articles of Incorporation shall be as specified from time to time in the Bylaws of the Corporation. 8.3 Any action, other than an action requiring membership approval, may be taken by the Board of Directors by written action signed by the number of Directors that would be required to take the same action at a meeting of the Directors; provided that all Directors shall be notified of the text of the written action prior to the signing by any of the Directors. Upon adoption of any such written action all Directors shall be notified immediately of the effective date of such action. ARTICLE IX. 9.1 In the event of liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or by operation of law, the remaining property and assets of the Corporation shall be distributed in such manner as the Board of Directors of the Corporation, by majority vote, shall determine. Such distribution shall be (a) exclusively for the purposes for which the Corporation is formed or (b) to such organization or organizations created and operated for charitable, scientific, literary or educational purposes as shall at such times qualify as being exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986 or any similar federal statutes. ARTICLE X. 10.1 The Corporation shall have no capital stock and no corporate seal. ARTICLE XI. 11.1 The Directors, Officers and Members of the Corporation shall not be personally liable for the debts or obligations of the Corporation of any nature whatsoever, nor shall any of the property of the Directors, Officers or Members be subject to the payment of the debtor obligations of the Corporation to any extent whatsoever. ARTICLE XII. 12.1 These Articles may be amended in the manner now or hereafter prescribed by law. ARTICLE XIII. 13.1 The number of Directors constituting the first Board of Directors of the Corporation shall be seven (7), and the tenure in office for the members of the first Board of Directors shall be until the first annual meeting in 2001 and until their successors are elected and qualified. The names and addresses of each of the first Directors are: Michael H. Dickel Frankie Condon Michael Eodice John T. Ikeda Franklin Bob Marrs Suellen Shaw Cinda Coggins
ARTICLE XIV. 14.1 The name and address of the Incorporator of this corporation is:
Michael H. Dickel
IN WITNESS WHEREOF, the undersigned incorporator has hereunder set his hand this 24 th day of August, 2001. Incorporator: Michael H. Dickel
STATE OF MINNESOTA )
On this 24 th day of August, 2001 before me, a Notary Public, personally appeared Michael H. Dickel, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.
Notary Public |