chelsea
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Cyberspace Communications Articles of Incorporation
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Sep 20 14:04 UTC 1994 |
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ARTICLES OF INCORPORATION
Pursuant to the provisions of Act 162, Public Acts of 1982 the
undersigned corporation executes the following articles.
ARTICLE 1
The name of the corporation is: Cyberspace Communications
ARTICLE 2
The purposes for which the corporation is organized are
set forth, as follows:
The Corporation is organized for such charitable and
educational purposes as may qualify it for exemption from the
federal income tax under Section 501(c)3 of the Internal
Revenue Code of 1986, as amended (or the corresponding
provisions of any future United States internal revenue law.)
More specifically, such purposes include, but are not limited
to, the advancement of public education and scientific
endeavor through interaction with computers, and humans via
computers, using computer conferencing. Further purposes
include the exchange of scientific and technical information
about the various aspects of computer science, such as
operating systems, computer networks, and computer
programming.
ARTICLE 3
The Corporation is organized on a NONSTOCK basis. The
description and value of its real property assets are: none.
The description and value of its personal property
assets are: none.
The Corporation is to be finanaced by membership fees,
membership donations, non-member donations and net revenues
from public lectures and events.
The Corporation is organized on a membership basis.
ARTICLE 4
The mailing address and registered office for the
Corporation is:
4125 Sunset Court
Ann Arbor, Mi. 48103
The name of the registered agent at the office is:
Michael Smerza
ARTICLE 5
The name and address of the incorporator is:
Michael Smerza
4125 Sunset Court
Ann Arbor, Mi. 48103
ARTICLE 6
The following restrictions will apply to the operations of
the Corporation:
1. No part of the net earnings of the Corporation shall
inure to the benefit of, or be distributed 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 Article II.
2. No substantial part of the activities of the
Corporation shall be the carrying on of progaganda, or
otherwise attempting to influence legislation, and the
Corporation shall not participate in, or intervene in
(including the publishing or distribution of statements) any
political campaign on behalf of any candidate for public
office.
3. Notwithstanding any other provision of these articles,
the Corporation shall not carry on any other activities not
permitted to be carried on (a) by a corporation exempt from
federal income tax under section 501(c)3 of the Internal
Revenue Code of 1986 (or the corresponding provision of any
future United States internal revenue law) or (b) by a
corporation, contributions to which are deductible under
section 170 (c)(2) of the Internal Revenue Code of 1986 (or
the corresponding provision of any future United States
internal revenue law).
4. In the event of the dissolution of the Corporation, all
of the Corporations's assets, real and personal, shall be
distributed to such charitable organization or organizations
as are qualified as tax-exempt under Section 501(c)(3) of the
Code or corresponding provisions of any subsequent Federal
income tax laws, as the Board of trustees of the Corporation
shall determine. Any such assets not so disposed of, for
whatever reason, shall be disposed of by the order of the
Circuit Court for the County of Washtenaw to such organization
or organizations, as said Court shall determine, which are
organized and operated exlusively for charitable purposes.
5. In the event the Corporation is determined to be a
"private foundation" as that term is defined in Code Section
509(a), then for the purpose of complying with the
requirements of code Section 508(e), for all taxable years
commencing on or after the date of incorporation, the
Corporation shall:
A. Distribute its income and such part of its capital
as may be required by law for each taxable year at
such time and in such manner as not to become subject
to the tax on undistributed income imposed by Code
Section 4942, or corresponding provisions of any
subsequent Federal tax laws;
B. Not engage in any act of self-dealing as defined
in Code Section 4941, or corresponding provisions of
any subsequent Federal tax laws;
C. Not retain any excess business holdings as defined
in Code Section 4943, or corresponding provisions of
any subsequent Federal tax laws;
D. Not make any investments in such manner as to
subject it to tax under Code Section 4944, or
corresponding provisons of any subsequent Federal
tax laws;
E. Not make any taxable expenditures as defined
in Code Section 4945, or corresponding provisions
of any subsequent Federal tax laws.
ARTICLE 7
Except as otherwise provided by law, a volunteer director
of the Corporation is not personally liable to the Corporation
or its members for monetary damages for a breach of the
officer's fiduciary duty.
The Corporation assumes all liability to any person other
than the Corporation or its members for all acts or omissions
of a volunteer director incurred in good faith performance of
their duty as an officer occurring on or after the date of
incorporation.
ARTICLE 8
The bylaws of Cyberspace Communications are the final
authority in matters of conflict between documents
except when a provision of proposal to change a provision in
the bylaws would countermand the legal restrictions of a
nonprofit tax exempt corporation. For such a provision or
change in a provision to be the final authority, the
membership must specifically vote to adopt or revoke the
provision in question at a meeting as specified in the bylaws.
Signed______________________
(Michael E. Smerza)
Date____May 15, 1991________
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