OF INCORPORATION ARTICLES OF CALIFORNIA STATE UNIVERSITY, HAYWARD FOUNDATION, INC. Revised 1982 1 . Thename of this corporation is CALIFORNIA STATE UNIVERSITY HAYWARD FOUNDATION, INC. 2. That the specific and primary purpose for which this corporation is formed are the following: (a) To promote and assist the educational services, development maintenance and operation of the California State University, Hayward or such institution as shall succeed to the properties and functions of said University, and to apply the funds and properties coming into its hands toward furthering the educational services, development, maintenance and operation of said University. (b) To engage in or support projects oT research or educational development and to assist Tinancially any such projects. (c) To own, operate or provide primarily Tor the convenience of faculty, students and employees, the operation on or near the campus oT said University of one or more cafeterias, restaurants, Tountains, canteens, vending machines, bookstore, concessions, Tor University events, and supply and service stores and to sell Tood, confectionery, and beverages and all kinds oT merchandise and services necessary or incidental Tor the purposes: to provide housing and such other Tacilities as would aid, assist or supplement the educational services, development, maintenance and operation oT California State.University, Hayward, and to build, construct, lease or purchase buildings, Tacilities, or services which may be necessary to carry out the purpose oT the corporation. This corporation shall not engage in any activities, except to an insubstantial degree, which are not directly in furtherance oT its primary educational or research purpose. Further provided moreover, that no part oT the net earnings of the corporation shall inure to the benefit of or be distributable to its Directors, OTficers, or other private persons, except that the corporation shall authorized and empowered to pay reasonable compensation Tor services rendered and to make payments and distributions in Turtherance oT the purposes set Torth in this Article. No substantial part of the activities oT the corporation shall be carrying on oT propaganda, or otherwise attempting, to inTluence legislation: and the corporation shall not participate Page 2 Articles Revised 1982 in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. (d) To do what ever may be necessary or. convenient in the conduct of its business to accomplish the specific and primary and general purpose of this corporation as hereinbefore enumerated. 3. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purpose. 4. The principal office for the transaction of the business of the corporation is located in Alameda County, State of California. 5. The Board oT Directors oT this corporation shall be composed of eleven (II) Directors. The names and addresses oT the nine (9) persons who served as the Tirst Directors of the corporation were: Name Address Fred F. Harcleroad 41727 Chiltern Drive Irvington, CA. Dale P. Wren 22214 Prospect Street Hayward, CA. c. Richard Purdy 4091 Norris Road Fremont, CA. Harry A. Grace 26843 Calaroga Hayward, CA. Ross Po Moore 19610 Carleen Court Castro Valley, CA. Lyle D. Edmison 3382 Olsen Drive San Jose, CA. Floyd Erickson 9042 Seaview Castro Valley, CA Karl D. Ernst 729 Plymouth Way Burlingame, CA. Virgil Salera 18029 Lamson Road Castro Valley, CA Page 3 Articles Revised 1982 6. This corporation shall also have no members other thal~ the persons constituting its Board oT Oirectors. The persons constituting its Board oT Directors shall, fol- the purpose of any statutory provision or rule oT law relating to nonproTit corporations or otherwise, be takn to be the members oT such corporation, and exercise all the rights and powers QT members thereoT. 7 The property oT this corporation is irrevucab]y dedicated to charitable purposes. Upon dissolution oT this corporation net assets other than trust Tunds shall be distributed to one or more nonproTit corporations organized and operated Tor the beneTit oT ~aliTornia State University, Hayward, such corporation or corporations to be selected by the Board oT . Directors and approved by the Presinent oT the University and the Board oT Trustees of The CaliTornia State IJniversity. Such nonproTit corporatjon-or corpol-ations must be qualiTied Tor Federal tax exemption under 501(a) and 501(c)(3) oT the United States Internal Revenue Code oT 195~ and be organized and operated exclcJsively f"or charitable, scientiTic, literary, or educational purposes, (Ir Tor a combination oT said purposes. IT tJpon dissolution, this corporation holds any assets in trtJst, such assets shalJ be disposed of" in such a manner as may be directed by decree of" the Superior Court oT Alameda County upon petition thereTore by the Attorney General or by any person concerned in the liquidation. In no event shall any assets be distributed to any Director or Of"f"icer of" this corporation. 8. These Articles of Incorporation may be amend~d or New Articles of Incorporation adopted by the vote of two-thirds (2/3) of" the total voting membershi~1 of" the Board of" Directors. 9. This corporation elects to be governed by alloT the provisions oT the NonproTit Corporation Law of 1980 not otherwise applicable to it under Part 5 thereaT.
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