AMENDED AND RESTATED
ARTICLES OF INCORPORATION
TWIN CITIES ORACLE USERS GROUP, INC.
The undersigned, of full age, for the purpose of operating a nonprofit Corporation under
and pursuant to the provisions of Chapter 317A, Minnesota Statutes, known as the Minnesota
Nonprofit Corporation Act, and laws amendatory thereof and supplementary thereto, do hereby
adopt the following Amended and Articles of Incorporation:
1.1 The name of this Corporation is:
TWIN CITIES ORACLE USERS GROUP, INC.
2.1 The purpose of this nonprofit Corporation shall be as follows:
2.1.1 To provide the premier forum for all users and vendors of Oracle in the Twin
Cities area; to exchange information and ideas concerning the implementation and
use of Oracle products and services; to support the effective usage of Oracle
products and services; to sponsor events for the exchange of information,
experience and concepts related to the use of Oracle products and services; and
create and maintain a formal user group structure that will facilitate the purposes
of the Corporation.
2.1.2 To enter into obligations or contracts and do any act incidental to the transaction
of its organizational goals or expedient to the purposes stated in its Articles of
2.1.3 To acquire, by purchase or otherwise, own, hold, buy, sell, convey, lease,
mortgage or encumber real estate or other property, personal or mixed.
2.1.4 To borrow money and to issue bonds, debentures or obligations of this
Corporation from time to time for any of the purposes hereof and to secure the
same by mortgage, pledge, deed of trust, or otherwise.
2.1.5 To engage in such other activities not inconsistent with the activities enumerated
above as the Corporation might from time to time deem advisable.
2.1.6 To be organized and operated exclusively for nonprofit purposes within the
meaning of Section 501(C)(6) of the Internal Revenue Service Code. 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)(6) of
the Internal Revenue Code of 1986 or the corresponding provision of any future
United States Internal Revenue Law.
2.1.7 To do any and all things reasonably necessary or incident to accomplish said
3.1 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 or intervene (including the publishing or distribution of statements) in any political
campaign on behalf of any candidate for public office.
4.1 This Corporation shall not afford pecuniary gain, incidentally or otherwise to its
members, officers or directors. 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 except
that the Corporation shall be authorized and empowered to pay reasonable compensation for
5.1 The duration of the Corporation shall be perpetual unless the corporate existence is
sooner dissolved according to law.
6.1 The location and post office address of its registered office in the State of Minnesota is:
TWIN CITIES ORACLE USERS GROUP, INC.
5115 Excelsior Blvd #361
St. Louis Park, MN 55416
7.1 This Corporation shall not have any capital stock.
8.1 The number of Directors constituting the Board of Directors of this Corporation shall be
no less than three (3), and the tenure in office of such first Board of Directors shall be one (1)
year or until successors are elected and qualified according to the bylaws. The name and address
of each current Director is:
Dawn Rust Monica Penshorn David Baker
3531 92nd Ave N. 13404 Tudor Road 4133 Sunflower Circle
Brooklyn Park, MN 55443 Minnetonka, MN 55305 St. Paul, MN 55127
Barb Hoffner Deb Voit-Trnka Deb Brooks
3608 W. 83rd St. 9441 Le Sueur Ave. 15005 Windemere Lane
Bloomington, MN 55431 Montgomery, MN 56069 Burnsville, MN 55306
N7248 410th St.
Spring Valley, WI 54767
9.1 No officer, director, or member of the Corporation shall have any personal liability for
10.1 Amendments to these Articles shall be made at a meeting of the Board of Directors called
for such purpose, by a vote of the majority of the board who are present at the meeting and
entitled to vote on the proposed amendment. Notice of the meeting and of the proposed
amendment shall be given to each board member at least five (5) days before the date scheduled
for said meeting..
11.1 The Corporation will indemnify any director or officer made a party, or threatened to be
made a party, to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigation (other than one by or in the right of the Corporation to
procure a judgment in its favor, brought to impose a liability on such person for an act alleged to
have been committed by such person in his or her capacity as director or officer of the
Corporation, or as director, officer, employee or agent of any other entity when he or she served
at the request of the Corporation) against judgments, amounts paid in settlement and reasonable
expenses, including attorney’s fees, actually and necessarily incurred as a result of such action,
suit or proceeding or any appeal therein, if such person is either successful in his or her defense
of if the proceeding is terminated by settlement, and if such person acted in good faith in the
reasonable belief that such action was in the best interests of the Corporation, and in criminal
actions or proceedings, without reasonable ground for belief that such action was unlawful. The
Board of Directors shall have the sole discretion to determine whether amounts for which a
director or officer seeks indemnification were properly incurred and whether such director or
officer acted in good faith and in a manner he or she reasonably believed to be in the best
interests of the Corporation and whether, with respect to any criminal action or proceeding, he or
she had no reasonable ground for belief that such action was unlawful. Such determination shall
be made by the Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding.
12.1 Upon the voluntary or involuntary dissolution of this Corporation, the Board of Directors
shall, after paying or making provision for the payment of all of the liabilities of the Corporation,
dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in
such manner, or to such organization or organizations organized and operated exclusively for
purposes as shall at the time qualify as an exempt organization or organizations under section
501 (c) of the Internal Revenue Code of 1986, or the corresponding provisions of any future
United States federal tax code, as the board of Directors shall determine. Any such assets not so
disposed of shall be disposed of by the 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.
IN WITNESS WHEREOF, I have hereunto set my hand on February ____, 2008.
Dawn Rust, President