Proposed

Please think of this version of the document as a starting point for discussion.

All parts of this document need to be reviewed. The parts that I think need more input from the team are in bold. When this document is done, none of it will be in bold.

"Articles are difficult to amend and should be written in general terms."

ARTICLES OF INCORPORATION

UPTOWN-ON-CALHOUN MORRIS DANCERS

The undersigned incorporators, natural persons 18 years of age or older, in order to form a corporate entity under Minnesota Statutes, Chapter 317A, adopts the following articles of incorporation.

ARTICLE I

NAME/REGISTERED OFFICE

The name of this corporation shall be Uptown-on-Calhoun Morris Dancers

The corporation s registered office is located at 4037 Beard Ave. S., Minneapolis, MN, 55410.

ARTICLE II

PURPOSE

This corporation is organized exclusively for educational purposes, more specifically to have fun while preserving, promoting and advancing the traditions of Morris Dancing through performance and educational sessions.

To this end, the corporation shall at all times be operated exclusively for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, 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 of 1986, as now enacted or hereafter amended. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.

ARTICLE III

EXEMPTION REQUIREMENTS

At all times shall the following operate as conditions restricting the operations and activities of the corporation:

1. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or others private persons, except that the organization 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 the purpose clause hereof.

2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

3. Notwithstanding any other provisions of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

ARTICLE IV

DURATION

The duration of the corporate existence shall be perpetual.

ARTICLE V

CAPITAL STOCK

The corporation shall not have capital stock.

ARTICLE VI

MEMBERSHIP/BOARD OF DIRECTORS

The terms, conditions, and qualifications for membership in the corporation shall be provided for in the Bylaws.

The members of the Board of Directors shall hereinafter be known as Officers, as defined in the corporation's Bylaws. No Officer shall have any right, title, or interest in or to any property of the corporation.

The number of Officers constituting the first Board of Directors is (3 or more), their names and addresses being as follows:

   Stephen B. Sullivan
   4037 Beard Ave S.
   Minneapolis, MN 55410

   Name
   Address

   Name
   Address

Members of the first Board of Directors shall serve until the first team meeting, at which their successors are duly elected and qualified, or removed as provided in the bylaws.

ARTICLE VII

PERSONAL LIABILITY

The private property of the members of the corporation shall not be subject to the payment of the corporate debts to any extent whatsoever, nor shall any member be personally liable for any corporate obligation or debt.

ARTICLE VIII

DISSOLUTION

In the event of the liquidation, dissolution, or winding up of the corporation, whether voluntary or involuntary or by operation by law, except as and to the extent otherwise provided or required by law, the remaining property and assets of the corporation, after the payment of debts and costs of liquidation, shall be distributed to any other corporation or other foundation selected by a majority of the officers, which, in their judgment, is best calculated to carry out the objects and purposes for which this corporation is formed. It is a specific condition, however, that none of the property or assets of the corporation shall be distributed for purposes other than one or more of the exempt purposes specified in Section 501[c](3) of the Internal Revenue Code of 1986 as that Section may from time to time hereafter be amended, nor shall any part of the assets of the corporation be distributed to any person whether or not a member or director of the corporation.

ARTICLE IX

INCORPORATORS

The incorporators of this corporation are:



Stephen B. Sullivan
4037 Beard Ave S.
Minneapolis,  Minnesota 55410

and at least two others

The undersigned incorporators certify both that they execute these Articles for the purposes stated herein, and that by such execution, they affirm the understanding that should any of the information in these Articles be intentionally or knowingly misstated, they are subject to criminal penalties for perjury set forth in Minnesota Statutes Section 609.48 as if this document had been executed under oath.




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Stephen B. Sullivan              Date


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END OF DOCUMENT