Articles of Incorporation

Latest revision as of 13:03, 24 June 2012

Article I, Name

The legal name of this corporation shall be FIXME

Article II, Purpose

This corporation is established to provide facilities for the exploration of technology in all its forms. The corporation may also sponsor or undertake research, education, and other activities in furtherance of this and related goals.

Article III, Organization

This corporation is organized on a non-stock, directorship basis. The corporation possesses the following assets:

FIXME

The corporation is to be financed under the following general plan:

• Membership dues
• Donations
• Grants
• FIXME

Article IV, Registered Office

The address of the registered office is: FIXME

The name of the resident agent at the registered office is: FIXME

Article V, Incorporators

The names and addresses of the incorporators are as follows:

Article VI, Nonprofit

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons. However, the corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation. The corporation shall not participate in, or intervene in (including the publishing and distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

Article VII, Liability

No member of the board of directors of the corporation who is a volunteer director, as that term is defined in the Michigan Nonprofit Corporation Act (the "Act"), or a volunteer officer, shall be personally liable to this corporation or its members for monetary damages for a breach of the director's or officer's fiduciary duty; provided, however, that this provision shall not eliminate or limit the liability of a director or officer for any of the following:

• a breach of the director's or officer's duty of loyalty to the corporation or its members;
• acts or omissions not in good faith, or that involve intentional misconduct or a knowing violation of law;
• a violation of section 551(1) of the Act;
• a transaction from which the director or officer derived an improper personal benefit;
• an act or omission occurring before the filing of these articles of incorporation; or
• an act or omission that is grossly negligent.

The corporation assumes all liability to any person, other than the corporation or its members, for all acts or omissions of a director who is a volunteer director, as defined in the Act, or a volunteer officer, incurred in the good faith performance of the director's or officer's duties. However, the corporation shall not be considered to have assumed any liability to the extent that such assumption is inconsistent with the status of the corporation as an organization described in IRC 501(c)(3), or the corresponding section of any future federal tax code.

If the Act is amended after the filing of these articles of incorporation to authorize the further elimination or limitation of the liability of directors or officers of nonprofit corporations, then the liability of members of the board of directors or officers, in addition to that described in this Article, shall be assumed by the corporation or eliminated or limited to the fullest extent permitted by the Act as so amended. Such an elimination, limitation, or assumption of liability is not effective to the extent that it is inconsistent with the status of the corporation as an organization described in IRC 501(c)(3), or the corresponding section of any future federal tax code. No amendment or repeal of this Article shall apply to, or have any effect on, the liability or alleged liability of any member of the board of directors or officer of this corporation for, or with respect to, any acts or omissions occurring before the effective date of any such amendment or repeal.

Article VIII, Membership

Any person who supports the goals laid out in Article II is qualified to apply for membership. The processes for application, approval, and payment of dues are set forth in the Bylaws.

Article IX, Directors

Initially, the Incorporators will serve as Directors, until a regular Board can be appointed. The timeline and procedures for this process are set forth in the Bylaws.

Article X, Amendments

These Articles may be modified or amended by a two-thirds majority of the Board of Directors.

These Articles of Incorporation are signed by the incorporators on FIXME, 2009