Articles of Incorporation

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Second amended and restated Articles of Incorporation

Hack Factory of Minnesota, Inc.

I, the undersigned, Secretary of Hack Factory of Minnesota, Inc., a nonprofit corporation organized under and subject to the provisions of Chapter 317A, Minnesota Statutes, do hereby certify that the Members and Directors of the corporation have adopted these Second Amended and Restated Articles of Incorporation at a duly noticed meeting on June 18, 2014 pursuant to said Chapter 317A.

 RESOLVED: That the Articles of Incorporation of this corporation shall be amended and restated in their entirety, as follows, and shall supersede and replace all existing Articles of Incorporation for this corporation.

ARTICLE I: NAME

The name of the corporation is Twin Cities Maker, Inc.

ARTICLE II: REGISTERED OFFICE

The registered office of the corporation is 3119 East 26th Street, Minneapolis, Minnesota 55406.

ARTICLE III: PURPOSE

This corporation is organized exclusively for charitable, educational, and scientific purposes as specified in Section 501(c)(3) of the Internal Revenue Code, 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.

Notwithstanding any other provisions of these articles, this corporation shall not carry on any activities not permitted to be carried on by an organization exempt from the federal income tax under section 501(c)(3) of the Internal Revenue Code or the corresponding section of any federal tax code.

No part of the net earnings of the corporation 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 purposes set forth in the purpose clause hereof. 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 (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

ARTICLE IV: DISSOLUTION

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal, state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then 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 V: BOARD ACTIONS WITHOUT A MEETING

  1. Method. An action, other than an action requiring approval of members with voting rights, may be taken by written action signed, or consented to by authenticated electronic communication, by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present.
  2. Effective time. The written action is effective when signed, or consented to by authenticated electronic communication, by the required number of directors, unless a different effective time is provided in the written action.
  3. Notice; liability. When written action is permitted to be taken by less than all directors, all directors must be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action. A director who does not sign or consent to the written action is not liable for the action or actions taken thereby.
  4. Review; recording of action. Board action(s) outside of a meeting will be reviewed at the next board meeting. The action(s) will be added to the minutes of the board meeting at which they are reviewed.