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Incorporation Articles of Loveland Creatorspace

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Philip (flip) Kromer edited this page Feb 22, 2019 · 1 revision

Articles of Incorporation of Loveland Creatorspace

  1. Table of Contents {:toc}

ARTICLE I - NAME

The name of the Corporation shall be Loveland CreatorSpace.

ARTICLE II – PERIOD OF DURATION

The Corporation shall exist in perpetuity, from and after the Effective Date of these Articles of Incorporation filed with the Secretary of State of the State of Colorado unless and until dissolved according to law.

ARTICLE III – PURPOSES AND POWERS

  1. Purpose. This corporation is organized and operated exclusively for educational, scientific, and charitable purposes within the meaning of 510(c)(3) of the Internal Revenue Code. The specific purpose for which this corporation is organized is to educate the members and the general public in technology. The means of providing such education includes, but is not limited to, maintaining facilities for instruction and public demonstrations.
  2. General Powers. Except as restricted by these Article of Incorporation, the Corporation shall have and may exercise all powers and rights which a non-profit Corporation may exercise legally pursuant to the Colorado Revised Nonprofit Corporation Act of 1998 and 510(c)(3) of the Internal Revenue Code.

ARTICLE IV – TRANSACTIONS WITH INTERESTED DIRECTORS OR OFFICERS

  1. No contract or other transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any corporation, firm or association in which one or more of its directors or officers are directors or officers or are financially interested in the second Corporation, shall be either void or voidable solely because of such relationship or interest or solely because such director or officer is present at the meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction or solely because their votes are counted for such purpose, if:
  • a. The fact of such relationship or interest is disclosed or known to the Board of Directors or committee and noted in the minutes, and the board or committee authorizes, approves, or ratifies the contract or transaction in good faith by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or
  • b. The fact of such relationship or interest is not disclosed or known to the director or officer at the time the transaction is brought before the Board of Directors of the Corporation for action; or
  • c. The contract or transaction is fair and reasonable to the Corporation at the time it is authorized or approved.
  • d. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, and if the votes of the common or interested directors are not counted at the meeting, then a majority of the disinterested directors may authorize, approve or ratify the contract or transaction.

ARTICLE V – INDEMNIFICATION

  1. The Corporation is authorized to provide indemnification of its directors, officers, employees, agents, and members; whether by bylaw, agreement, vote of members or disinterested directors or otherwise, subject only to the applicable limits upon such indemnification as set forth in the laws of the State of Colorado. Any repeal or modification of this Article V or Article IX shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

ARTICLE VI – ADOPTION AND AMENDMENT OF BYLAWS

  1. The initial Bylaws of the Corporation shall be adopted by its Board of Directors. The power to alter, amend, or repeal the Bylaws or adopt new Bylaws shall be vested in the Board of Directors. The Bylaws may not contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with law or these Articles of Incorporation.

ARTICLE VII – REGISTERED AGENT

  1. The name of the Corporation’s Registered Agent and the street address in Larimer County, Colorado, where process may be served is as follows:

(name and address)

ARTICLE VIII – INITIAL BOARD OF DIRECTORS

  • President: (name and address)
  • Secretary: (name and address)
  • Vice President: (name and address)
  • Treasurer: (name and address)
  • Sargent At Arms: (name and address)

ARTICLE IX – LIMITATION OF LIABILITY OF DIRECTORS AND OFFICERS TO CORPORATION

  1. No Director or Officer shall be liable to the Corporation or any Member for damages for breach of fiduciary duty as a director or officer, except for any matter in respect of which such director or officer shall have acted or failed to act in a manner involving intentional misconduct, fraud, or a knowing violation of law. Neither the amendment nor repeal of this Article, nor the adoption or any provision in the Articles of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring prior to such amendment, repeal or adoption of an inconsistent provision. This Article shall apply to the full extent permitted by Colorado law or as may be permitted in the future by changes or enactments in Colorado law.

ARTICLE X – INCORPORATOR

  1. The name and address of the incorporator is as follows: (name and address)

ARTICLE XI – ADDITIONAL PROVISIONS

  1. The property of this corporation is irrevocably dedicated to educational purposes and no part of the net income or assets of this corporation shall inure to the benefit of any director, officer, or member thereof or to the benefit of any private person.

  2. Upon the dissolution of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated for educational purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.

  3. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this 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.

  4. No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that this 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 these articles.

  5. Notwithstanding any other provision of these articles, this corporation shall not carry on any other activities not permitted to be carried on: By a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or By a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

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