ARTICLES OF INCORPORATION OF LAKE ANDRUSIA WATERSHED ASSOCIATION

 

The undersigned incorporators, of full age, for the purpose of forming a corporation under and pursuant to the provisions of Chapter 317A of the Minnesota Statues, and laws amendatory thereof and supplementary thereto, do hereby form a body corporate and adopt the following Articles of Incorporation.

ARTICLE I NAME/ADDRESS

The name of the corporation shall be Lake Andrusia Watershed Association. The address of the registered office of this corporation in Minnesota shall be 1707 Crosby Court S.E. #7, Bemidji, Minnesota 56601.

ARTICLE II PURPOSE

The Lake Andrusia Watershed Association advocates sound environmental policies providing positive long-term solutions to water quality, water levels and other critical issues facing Lake Andrusia and its watershed.

 

ARTICLE III EXEMPTION REQUIREMENTS

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

The corporation shall not afford pecuniary gain, incidentally or otherwise, to its members. No part of the net earnings of this corporation shall inure to the benefit of any member of the corporation, except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes. Such net earnings, if any, of this corporation shall be used to carry out the nonprofit corporate purposes set forth in Article II above.

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.

Notwithstanding any other provision of these articles, the 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 of 1986, as now enacted or hereafter amended.

 

ARTICLE IV DURATION

The duration of the corporate existence shall be perpetual.

 

ARTICLE V MEMBERSHIP/BOARD OF DIRECTORS

 

The corporation shall have one class of members. The management of the affairs of the corporation shall be vested in a Board of Directors, as defined in the corporation's bylaws. No director shall have any right, title, or interest in, or to, any property of the corporation.

 

The number of Directors constituting the first Board of Directors is six (6), their names and addresses being as follows:

Barb D'Orazio 14664 Old Lodge Drive S.E., Bemidji, MN 56601

Marlene Lindstrom 16256 Andrusia Road N.E., Cass Lake, MN 56633

Jim Gritman 14466 Perca Drive S.E., Bemidji, MN 56601

Gordy Mondt 223 Circle Loop Lane S.E., Cass Lake, MN 56633

David Quam 754 Wagon Wheel Drive S.E., Bemidji, MN 56601

Catherine Crosby 1707 Crosby Court S.E. #7, Bemidji, MN 56601

 

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

ARTICLE VI PERSONAL LIABILITY

No member, or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, or Directors be subject to the payment of the debts or obligations of this corporation.

 

ARTICLE VII DISSOLUTION

At the time of dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, dispose of all of the assets of the corporation. In no case shall a disposition be made which would not qualify as a charitable contribution under Section 170(c)(1) or (2) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, in such manner as the Board of Directors shall determine.

 

ARTICE VIII INCORPORATORS

 

The incorporators of this corporation are:

 

The undersigned incorporators certify that they execute these articles for the purposes herein stated.

 

IN WITNESS WHEREOF, we have hereunto executed these Articles of Incorporation this day of Dec.11, 2002.

 

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ARTICLES OF INCORPORATION