WE, the undersigned, for the purpose of forming a nonprofit corporation under and pursuant to the provisions and the laws of the State of Idaho and of the United States, for the purposes expressed in Article II, hereof, do herby adopt the following Articles of Incorporation:
The name of this corporation shall be the OROFINO KIWANIS FOUNDATION, INC.
The objectives of this corporation are to solicit, establish, manage and maintain funds and other items or properties of value, for the purpose of providing endowment revenue, to fund and award scholarships for college or vocational training, to assist the poor, the homeless, the handicapped, victims of abuse or neglect, and for other projects and endeavors intended to render charitable or altruistic service and to build a better community in accordance with the goals of Kiwanis International.
This corporation intends to apply for recognition as a charitable organization under section 501c(3) of the Internal Revenue Code, or such comparable succeeding section of the Internal Revenue Code, wherein it should be entitled to receive donations, to solicit and accept and to receive cash, property or credit or other things of value to use these things for projects and activities which further the purposes of this corporation.
The duration of this corporation shall be perpetual.
This corporation is affiliated with and controlled by the Kiwanis Club of Orofino, Inc. in accordance with these Articles and the Bylaws adopted by this corporation.
The principal office of this corporation shall be located at 719 Kalaspo, P.O. Box 1016, Orofino, Clearwater County, Idaho, 83544. The registered agent of said corporation shall be Orin L. Squire of the same address.
The names and addresses of the persons who are the incorporators and initial directors of the corporation are as follows:
Vern J. Welter, 12285 Grand Ave., Orofino, ID 83544
Luther C. (Bob) Burnham, 10522 Hartford Ave., Orofino, ID 83544
Orin L. Squire, 719 Kalaspo, P.O. Box 1016, Orofino, ID 83544
This corporation shall have members, all of whom are of one class. The members of this corporation shall be those persons who are active members of the Kiwanis Club of Orofino, Idaho, Inc. An annual meeting of the members shall be held at such time and place as may be provided in the Bylaws, and the directors of the corporation shall be elected by the members at such meeting. Special meetings of the corporation may be called by the President, by the Board of Directors, or by member having at least one-tenth of the votes of the members.
Each member shall have one vote per member on any matter submitted to a vote at a meeting of the members. A member may vote in person or by written proxy executed in writing by the member. No proxy shall be valid after eleven (11) months from the date of its execution. Each proxy shall be revocable at the pleasure of the member who executed it.
The Directors shall be divided into 3 classes, each class to be as nearly equal in number as is possible. The term of office of a first class to expire at the first annual meeting of members after their election, that of the second class to expire at the second annual meeting of members after their election, and that of the third class to expire at the third annual meeting of members after their election. At each annual meeting after such classification the number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the third succeeding annual meeting. No classification of directors shall be effective prior to the first annual meeting of members.
An annual meeting of the Directors shall be held at such times as may be provided in the Bylaws, however the Bylaws may provide that there shall be more than one regular meeting of Directors.
The Directors, regardless of which class, shall have one vote, and one vote only, on any matter brought before the Board of Directors.
No assessments are authorized against any of the members or Directors of the Corporation.
Officers of this corporation shall consist of a President, a Vice-President and a Secretary/Treasurer. The Bylaws shall provide for the method of election of the officers, and the election shall be held at such time and in such manner as may be described by the Bylaws. Additionally, the Bylaws may provide for the election or appointment by the Board of Directors of such other officers and assistant officers and agents as may be deemed necessary. Any two or more offices may be held by the same person, except the office of President and Secretary. The Bylaws shall describe the duties and responsibilities of the officers.
This corporation shall be governed by the provisions of the Idaho Business Corporation Act, and the Idaho Non-profit Corporation Act in all respects as though said Acts were included in these Articles.
The initial Bylaws of the corporation shall be adopted by a majority vote of the Board of Directors. Power to alter, amend, or repeal the Bylaws or to adopt new Bylaws shall be vested in the Board of Directors or members, as specified in the Bylaws.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its officers, Directors, members 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 as provided in the Bylaws in furtherance of the purposes set forth in Article II, 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. Not withstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a.) by a corporation exempt from Federal income tax under section 170(c)2 of the Internal Revenue Code, or (b.) corresponding section of any future Federal tax code. Not withstanding any other provisions of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.
Upon the dissolution of the corporation, the assets of the corporation shall be distributed for one or more exempt purposes within the meaning of said 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 Government, or to a State or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the District Court of Clearwater County, Idaho, as being the county in which the principal office of the corporation is located, exclusively for such purpose or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such public purposes.