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 INCORPORATION of the corporation, i cluding but not being limited to n 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 thirtynine [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 nonprofit 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, Incorporator, Director & President Sheridan Co. Fulmer Pub. Library 335 West Alger Sheridan WY 82801 Isabel Hoy, Incorporator, Director & Treasurer Goshen County Library 2001 East “A” Street Torrington WY 82240 Debbie Iverson, Incorporator & Director Griffith Memorial Library 3059 Coffeen Avenue Sheridan WY 82801
Karen Hopkins, Incorporator, Director & Vice-Pres. Converse County Library 300 Walnut Street Douglas WY 82633 Robert Kalabus, Incorporator, Director & Secretary Hay Library 2500 College Drive Rock Springs WY 82902
[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 reinvestment 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 taxqualification 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 members of the corporation a a regular or special meeting which is called t 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 nonprofit 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 nonprofit 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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