Articles of Incorporation of the Denfeld
The undersigned incorporator, a natural person
18 years of age or older, in order to form a corporate entity under
Minnesota Statutes, Chapter 317A, adopts the following articles
The name of this corporation shall be the Denfeld Alumni Association.
The corporation's registered office is located at 4405 W. Fourth
St., city of Duluth, county of St. Louis, state of Minnesota, zip
This corporation is organized exclusively for charitable and 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 also qualify as Section 501(c)(3) exempt organizations.
The corporation shall coordinate Denfeld High
School alumni relations for the purposes of fostering interest,
support and involvement in school and community affairs. To this
end, it will organize projects and events to promote alumni relations,
and engage in fundraising to support those projects and events,
as well as other school improvement projects.
Specific examples of initial projects include
the development of an alumni newsletter, coordination of the school’s
centennial celebration, and management of the school’s hall
of fame induction process and resulting ceremonies.
All funds, whether income or principal, and whether
acquired by gift or contribution or otherwise, shall be devoted
to said purposes.
At all times the following shall operate as conditions restricting
the operations and activities of the corporation:
1. No part of the net earnings of the corporation
shall inure to any member of the corporation not qualifying as exempt
under Section 501(c)(3) of the Internal Revenue Code of 1986, as
now enacted or hereafter amended, nor to any director or officer
of the corporation, nor to any other private persons, excepting
solely such reasonable compensation that the corporation shall pay
for services actually rendered to the corporation, or allowed by
the corporation as a reasonable allowance for authorized expenditures
incurred on behalf of the corporation;
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; and
3. 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.
4. The corporation shall not lend any of its assets
to any officer or director of this corporation, or guarantee to
any person the payment of a loan by an officer or director of this
The corporation may (but need not) have voting members, and such
membership, if any, and classes thereof, shall be as defined in
the corporation's bylaws. The management and affairs of the corporation
shall be at all times under the direction of a board of directors,
whose operations in governing the corporation shall be defined by
statute and by the corporation's bylaws. No member or director shall
have any right, title, or interest in or to any property of the
corporation. The corporation’s existence shall be perpetual
unless dissolved by law.
The corporation's first
board of directors shall be comprised of the following natural persons:
Richard J. Swanson
Debt Obligations and Personal Liability
No member, officer 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, officers
or directors be subject to the payment of the debts or obligations
of this corporation.
Upon the time of dissolution of the corporation, assets shall be
distributed by the board of directors, after paying or making provisions
for the payment of all debts, obligations, liabilities, costs and
expenses of the corporation, for one or more exempt purposes within
the meaning of section 501(c)(3) of the Internal Revenue Code, or
the corresponding section of any future federal tax code, or shall
be distributed to the federal government, or to a 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 purposes or to such organization or
organizations, as said court shall determine, which are organized
and operated exclusively for such purposes.
The incorporators of this corporation are the members of its board
of directors, listed in article IV.
The undersigned incorporator certifies that he
will execute these articles for the purposes herein stated, and
that by such execution, he affirms the understanding that should
any of the information in these articles be intentionally or knowingly
misstated, he is subject to the criminal penalties for perjury set
forth in Minnesota Statutes 609.48 as if this document had been
executed under oath.
Signed by Rudolph Monson on the 3rd day of February, 2005.
Certified by the State
of Minnesota, Mary Kiffmeyer, Secretary of State, on the 9th day
of February, 2005.