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IAHA/AHRA Merger Documents, page 2 |
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ARTICLE III. DURATION The corporation shall have perpetual existence. ARTICLE IV. MEMBERS 4.1 The corporation shall have voting and nonvoting members. 4.2 The characteristics, qualifications, rights, limitations, and obligations of each class of members shall be as provided in the corporation's bylaws.
ARTICLE V 5.1 Registered Office. The address of the initial registered office of the corporation is 1560 Broadway, Denver, CO 80209. 5.2 Registered Agent. The name of the initial registered agent at the address of the registered office of the corporation is Corporation Service Company, 1560 Broadway, Denver, CO 80209. ARTICLE VI. BOARD OF DIRECTORS The management of the affairs of the corporation shall be vested in a board of directors, except as otherwise provided in the Colorado Revised Nonprofit Corporation Act, these articles of incorporation or the bylaws of the corporation. The number of directors, their classifications, if any, their terms of office and the manner of their election or appointment shall be as provided from time to time in the bylaws of the corporation. Until the initial board of directors has been elected and shall qualify, the incorporator shall serve as the sole director of the corporation and shall have all of the powers and authority and shall perform all of the duties of the board of directors.
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VII. No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, directors, officers or others, 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 Article 11 hereof. No substantial part of the activities of the corporation shall be participation in, or intervention in (including the publishing or distribution- of statements), any political campaign on behalf of any candidate for public office. Upon dissolution of the corporation, the corporation shall, after paying or making provision for the payment of all liabilities of the corporation, dispose of the assets of the corporation exclusively to a successor organization or organizations having like purposes and which is an exempt organization pursuant to Section 501(c) of the Code. The organizations to receive such property, and their respective shares and interests, shall be determined by the board of directors.
ARTICLE VII No director shall be personally liable to the corporation or to its members for monetary damages for breach of fiduciary duty as a director, except that the foregoing shall not eliminate or limit liability of a director to the corporation or to its members for monetary damages for the following: (a) any breach of the director's duty of loyalty to the corporation or to its members, (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) acts specified in C.R.S. Sections 7-128-403 or 7-128-501, as they now exist or hereafter may be amended, or (d) any transaction from which the director directly or indirectly derived an improper personal benefit. This provision is in the corporation's original articles of incorporation and thus is effective on the date of the corporation's incorporation. This provision shall not limit the rights of directors of the corporation for indemnification or other assistance from the corporation. This provision shall not restrict or otherwise diminish the provisions of C.R.S. Section 13-21-115.7 (concerning no liability of directors except for wanton and willful acts or omissions), any amendment or successor provision to such Section, or any other law limiting or eliminating liabilities. If the Colorado Revised Nonprofit Corporation Act hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be further eliminated or limited to the fullest extent permitted by the Colorado Revised Nonprofit Corporation Act. Any repeal or modification of this Article VIII shall be prospective only and shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. ARTICLE IX. INCORPORATOR The name and address of the incorporator of the Corporation is William C. Hughes, 3217 English Road, Chino Hills, CA 91709-1502. The name and mailing address of the individual who caused this document to be delivered for filing and to whom the Secretary of State may deliver notice if filing of this document is refused is Jill Chalmers, Esq., Holme Roberts & Owen LLP, 90 South Cascade Avenue, Suite 1300, Colorado Springs, CO 80903.
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Lorry Wagner, Copyright 2006