Articles of
Incorporation
Articles of Incorporation
Articles of Incorporation
Article I - Name
Article I - Name
1.01 Name
The name of this corporation shall be Stillwater Area Scholastic Cycling Advocates. The business of the corporation may be conducted as Stillwater Area High School Mountain Bike Team or Stillwater MTB.Article II - Duration
Article II - Duration
2.01 Duration
The period of duration of the corporation is perpetual.Article III - Purpose
Article III - Purpose
3.01 Purpose
Stillwater Area Scholastic Cycling Advocates is a non-profit corporation and shall operate exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code.The intended purpose of SASCA is to provide the youth of the Stillwater area with the opportunity to mountain bike with organized schedules and coaching that will help them achieve both competitive and non-competitive goals in a safe and enjoyable manner. The ultimate goal for SAHS MTB is to introduce cycling to the youtho of this area and have them learn about the camaraderie and friendships that develop around riding a bike that will last for their lifetime.
3.02 Public Benefit
Stillwater Area Scholastic Cycling Advocates is designated as a public benefit corporation.Article IV - Non-Profit Nature
Article IV - Non-Profit Nature
4.01 Non-profit Nature
Stillwater Area Scholastic Cycling Advocates is organized exclusively for charitable and educational purposes including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. No part of the net earnings of Stillwater Area Scholastic Cycling Advocates shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Stillwater Area Scholastic Cycling Advocates is not organized and shall not be operated for the private gain of any person. The property of the corporation is irrevocably dedicated to its educational and charitable purposes. No part of the assets, receipts, or net earnings of the corporation shall inure to the benefit of, or be distributed to any individual. The corporation may, however, pay reasonable compensation for services rendered, and make other payments and distributions consistent with these Articles.
4.02 Personal Liability
No officer or director of this corporation shall be personally liable for the debts or obligations of Stillwater Area Scholastic Cycling Advocates of any nature whatsoever, nor shall any of the property or assets of the officers or directors be subject to the payment of the debts or obligations of this corporation.4.03 Dissolution
Upon termination or dissolution of the Stillwater Area Scholastic Cycling Advocates, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.The organization to receive the assets of the Stillwater Area Scholastic Cycling Advocates hereunder shall be selected by the discretion of a majority of the managing body of the Stillwater Area Scholastic Cycling Advocates and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Stillwater Area Scholastic Cycling Advocates by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Minnesota. One such non-profit is the National Interscholastic Cycling Association, operating in Minnesota.
In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Minnesota to be added to the general fund.
4.04 Prohibited Distributions
No part of the net earnings or properties of this corporation, on dissolution or otherwise, shall inure to the benefit of, or be distributable to, its members, directors, officers or other private person or individual, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III, Section 3.01.4.05 Restricted Activities
No substantial part of the corporation’s activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office.4.06 Prohibited Activities
Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on (I) by a corporation exempt from federal income tax as an organization described by Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (II) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.Article V - Board of Directors
Article V - Board of Directors
5.01 Governance
Stillwater Area Scholastic Cycling Advocates shall be governed by its board of directors.5.02 Initial Directors
The initial directors of the corporation shall be Craig Calvin Jones, Hank Gray, Mark Trumper, Mike Lyner, and Michael Noer.Article VI - Membership
Article VI - Membership
6.01 Membership
Stillwater Area Scholastic Cycling Advocates shall have no members. The management of the affairs of the corporation shall be vested in a board of directors, as defined in the corporation’s bylaws.Article VII - Amendments
Article VII - Amendments
7.01 Amendments
Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors.Article VIII - Address of the Corporation
Article VIII - Address of the Corporation
8.01 Corporate Address
The address of the corporation is: Stillwater Area Scholastic Cycling Advocates PO Box 815 Stillwater MN 55082Article IX - Appointment of Registered Agent
Article IX - Appointment of Registered Agent
9.01 Registered Agent
The Stillwater Area Scholastic Cycling Advocates is not filing with an agent.Article X - Incorporators
The incorporators of the corporation are as follow:* Craig Calvin Jones - Chair* Hank Gray - Secretary* Michael Noer - Treasurer* Mike Lyner - Member at Large* Mark Trumper - Member at LargeArticle X - Incorporators