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Wyoming Incorporation

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					TO:
Wyoming Secretary Of State
Capitol Building
Cheyenne, Wyoming


                 RESTATED
        ARTICLES OF INCORPORATION
                   FOR
     WYOMING LIBRARIES FOUNDATION, INC.
                 (A Wyoming Non-Profit Corporation)

  [Formerly Known As WYLD NETWORK FOUNDATION, INC.]


       Statutory Certification For Authorization Of Restatement

The undersigned Directors of the above captioned Wyoming non-profit
corporation, pursuant to W.S. § 17-19-1006[h], by these presents do
amend and restate in their entirety the ARTICLES OF
                                           n
INCORPORATION of the corporation, i cluding but not being limited to
the change in name of the corporation, as herein below stated. Pursuant to
W.S. §§ 17-19-1006[h][ii] & 17-19-1005[a][v] the undersigned Directors
hereby further do certify:

       [a] There is one class of members of this corporation, which at
the present time consists of the one representative from each agency that
participates in what is referred to as the WYLD Network, which is the
Wyoming Library Database Network, in the State of Wyoming.

      [b] At the time of this amendment and entire restatement of the
Articles Of Incorporation of this non-profit corporation, there are thirty-
nine [39] members of this corporation who are entitled to vote, each
member having one vote.



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      [c] The vote in favor of this amendment and entire restatement of
the Articles Of Incorporation, as taken at a duly noticed annual
membership meeting of the members of this non-profit corporation on
May 21, 2004, at which a quorum was present, was unanimous, which is
greater than the two-thirds [2/3rds] majority vote for which provision is made
under W.S. § 17-19-1003[a]; and, therefore, that vote was sufficient for
the approval of this amendment and entire restatement of said Articles Of
Incorporation.

                             Restated Articles

[I]    Corporate Name. The name of this corporation is:

            WYOMING LIBRARIES FOUNDATION, INC.

[II]   Duration. The duration of this corporation shall be perpetual.

[III] Corporate Classification. This is a public benefit corporation.

[IV] Registered Agent. The name, street address, mailing address, and
telephone number of the initial registered agent, and of the registered
office, for this corporation are stated below:

             Mr. Joe French, Registered Agent

             Address:    c/o Wyoming State Library
                         Supreme Court & State Library Building
                         2301 Capitol Avenue
                         Cheyenne, Wyoming 82002

             Telephone: 1.307.777.6333

[V] Incorporators And Directors. The Incorporators of this non-
profit corporation, for the purpose of this amendment and entire
restatement of the Articles Of Incorporation are the Directors of the
corporation who are serving and acting as such at the time of this amendment
and entire restatement, whose names and addresses are stated below:



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Cathleen M. Butler,                  Karen Hopkins,
Incorporator, Director & President   Incorporator, Director & Vice-Pres.
Sheridan Co. Fulmer Pub. Library     Converse County Library
335 West Alger                       300 Walnut Street
Sheridan WY 82801                    Douglas WY 82633
Isabel Hoy,                          Robert Kalabus,
Incorporator, Director & Treasurer   Incorporator, Director & Secretary
Goshen County Library                Hay Library
2001 East “A” Street                 2500 College Drive
Torrington WY 82240                  Rock Springs WY 82902

Debbie Iverson,
Incorporator & Director
Griffith Memorial Library
3059 Coffeen Avenue
Sheridan WY 82801

[VI] Members.         This Wyoming non-profit corporation does have
members. At the time of this amendment and entire restatement of the
Articles Of Incorporation of this corporation, there is one class of
members, which consists of one representative from each agency that
participates in what is referred to as the WYLD Network, which is the
Wyoming Library Database Network, in the State of Wyoming;
provided, however, that the number of members in that said class may
increase hereafter, without requiring any amendment of these Articles Of
Incorporation, to include one representative from each governmental
subdivision, or non-profit corporation, or other charitable organization,
which supports a library in the State of Wyoming as a part of its
governmental or charitable purposes, even though that library may not
participate in the WYLD Network. Without hereafter requiring the
amendment of the Articles Of Incorporation of this corporation, the said
corporation, acting through its Directors, and by provision in the Bylaws of
this corporation hereby expressly reserves the right and power, hereafter,
to modify the designation of members, or to provide for more than one class
of members, or to delineate the rights, powers, or prerogatives of such
members, or classes of members.




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[VII] Further Charitable Distribution Of Assets Upon Dissolution. In
the event of the dissolution of this Wyoming non-profit corporation, any
assets that may remain in the corporation, after payment of all obligations of
and any valid claims against this corporation, shall be paid-over, transferred,
and delivered unto such one, or more than one, federally tax-qualified
charitable organizations in the State of Wyoming with charitable purposes
similar to those of this Wyoming non-profit corporation, and then exempt
from federal taxation under Internal Revenue Code Section 501[c][3], as
may be designated by the Board of Directors of this Wyoming non-profit
corporation at such time as said corporation may be dissolved, if ever.

[VIII] Purposes Of This Corporation.              This Wyoming non-profit
corporation is organized generally for all the purposes which lawfully
are allowed under W.S. § 17-19-301, and which otherwise are not
prohibited by federal or state laws that regulate tax-qualified charitable
corporations; and, at all times, this Wyoming non-profit corporation shall be
operated solely and exclusively for charitable purposes, which may
include purposes of a generally charitable nature, educational purposes, and
scientific purposes; but, which do not need to be limited to those purposes
just stated but may extend to other charitable purposes, so long as no such
purpose shall cause this Wyoming non-profit corporation to fail to qualify, or
to lose its qualification, as a tax-exempt charitable organization for federal
income tax purposes under Internal Revenue Code Section 501[c][3], or
such correlative provision, or provisions, of federal tax law as hereafter may
appear by amendment of that subsection, or its related provisions. Without
limiting the generality of purposes herein above declared, the Incorporators
further state, by way of non-exclusive example, that this Wyoming non-profit
corporation is organized for the following specific purposes, among others,
to wit:

      [A] To request and to receive charitable grants, gifts,
bequests, devises, or other forms of receipt of a charitable nature,
whether in the form of cash, cash equivalents, securities or other kinds
of intangible personal property, contract rights of a charitable nature,
charitable services, or tangible property either real or personal that is
dedicated to charitable purposes and uses;




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      [B] Prudently and within the rule of law that governs federally
tax-qualified charitable organizations, to invest and re-invest, or
otherwise to apply to charitable purposes and uses, all such cash, cash
equivalents, securities or other kinds of intangible personal property,
contract rights of a charitable nature, charitable services, or tangible
property either real or personal that is dedicated to charitable
purposes and uses; and, to accomplish such investment, re-investment,
or other charitable application for the production of income, or to
increase the value of invested capital, or for a prudent mixture of those
two objectives; and, charitably to distribute, or to set-aside for planned
subsequent charitable distribution, or otherwise to apply the federally
tax-qualified portion of income produced from the investment and re-
investment of capital, or portions of capital, or both income and
capital, to or for the charitable purposes which herein are described.

      [C] To provide financial assistance to the WYLD Network
[that is, Wyoming Library Database Network] through its Users
Council, or organizational successor to such Council, for charitable
application to the educational and scientific purposes of the WYLD
Network that provide public benefit.

     [D] To provide financial assistance to libraries in the State of
Wyoming for charitable application to the educational and scientific
purposes of those libraries that provide public benefit.

[IX] Prohibited Transactions. Notwithstanding any provision herein that
may appear to state or to imply the contrary, with reference to the federal tax-
qualification of this Wyoming non-profit corporation as a charitable
organization that is exempt from federal income taxation, this corporation
shall not:

     [A] Engage in any act of self-dealing, as defined in Section
4941[d] of the Internal Revenue Code, as is or as amended.

     [B] Retain any excess business holdings as defined in Section
4943 of the Internal Revenue Code, as is or as amended.



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      [C] Make any investment which jeopardizes the charitable
purposes of this non-profit corporation as defined in Section 4944 of the
Internal Revenue Code, as is or as amended.

       [D] Make any taxable expenditure as defined in Section 4945[d]
of the Internal Revenue Code, as is or as amended.

Furthermore, this Wyoming non-profit corporation also shall make all
charitable contributions, grants, or other charitable disbursements within such
times and in such a manner as not to cause said corporation to be, or to
become, subject to taxation under Section 4942 of the Internal Revenue
Code, as is or as amended.

[X] Directors. This Wyoming non-profit corporation shall conduct its
business affairs by and through a Board of Directors, which shall not be
fewer than five (5) in number nor more than seven (7) in number; provided,
however, that the number of such Directors which constitute the Board at the
time of this amendment and entire restatement of the Articles Of
Incorporation of this corporation is five [5]; and, provided further,
however, that the Board Of Directors hereafter is empowered, by this
express provision in the amended and restated Articles Of Incorporation,
to decide to increase or to decrease the number of Directors, within the range
as to the number of Directors which herein above are stated, at any regular or
special meeting of the Directors. The Incorporators at the time of this
amendment and entire restatement of the Articles Of Incorporation also
constitute the Board of Directors of this Wyoming non-profit corporation.
Hereafter, replacements in the membership of the Board Of Directors of this
Wyoming non-profit corporation shall be accomplished by a vote of the
                                t
members of the corporation a a regular or special meeting which is called
and conducted for that purpose, among others; provided, however, that the
Board Of Directors shall establish and maintain, but may amend from time to
time at the discretion of said Board, a written policy to regulate the length of
the terms of Directors, and the manner in which Directors are to be elected,
and the procedure by which the Board of Directors may fill the unexpired
term of any Director who may retire, resign, be removed, or otherwise cease
to serve as such. The Directors written policy with regard to the foregoing
matters may be oriented toward the promotion of a reasonable and
practicable degree of succession of Directors, with the intention and


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objective of encouraging fresh thought and organizational energy in the
leadership of this non-profit corporation; provided, however, that due
consideration also should be given to respect for longevity of service and to
continuity in the management of corporate affairs; and, provided further,
however, that the Board of Directors shall not set a particular term of office
for any Director which is greater than five (5) years in duration, as
expressly limited under W.S. § 17-19-805[a].

       [A] Directors’ Powers. The Board of Directors shall have, and
may exercise, all powers granted by the State of Wyoming unto non-
profit corporations that are organized, or authorized to do business, in the
State of Wyoming; and, the Board of Directors shall maintain, and may
modify from time-to-time, such By-Laws as they may approve, provided,
however, that within such By-Laws or under such Bylaws as a separate
written policy, among other matters, the Board of Directors shall make
provision for the terms of the members of the Board of Directors, and for the
election, re-election, retirement, removal, or replacement of members of the
Board of Directors in the future.

IN WITNESS WHEREOF, the Incorporators of this Wyoming non-
profit corporation sign below on the dates that are stated opposite their
respective signatures.

Signatures Of Incorporators:                 Dates Signed:


________________________
      ____________________
Cathleen M. Butler,
Incorporator, Director & President


________________________
      ____________________
Karen Hopkins,
Incorporator, Director & Vice-Pres.




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________________________
      ____________________
Isabel Hoy,
Incorporator, Director & Treasurer



________________________
      ____________________
Robert Kalabus,
Incorporator, Director & Secretary


________________________
      ____________________
Debbie Iverson,
Incorporator & Director




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