Cyberspace Communications Articles of Incorporation

Mar 11 13:22 UTC 1995

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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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response 2 of 12:

May 26 05:36 UTC 1995

The "Articles of Incorporation" in Michigan is actually a *form*
(CAS-502), with "boxes" for articles I to V. Our "articles" appear to be a
text version of the form, and they follow the format of the form for
articles I to V. Article IV is the one in which the address of the
registered office and the name of the resident agent are specified.
Additional articles are discretionary, and those like VI to VIII are
typical. 

Article 450.2242 of MCL specifies how to file a change in the name of
the resident agent or registered address. It does not say that an
amended copy of the Articles must be filed.

Article 450.2611 of MCL specifies that amendments to the Articles
of a membership organization (including changing the resident agent/
address) require a favorable vote of a majority of *all* members,
and thereafter a certificate of amendment be prepared and filed.

It is somewhat unclear which procedure is necessary and sufficient. 
I suggest that the question be posed to the MI Dept. of Commerce,
Corporation and Securities Bureau.

response 4 of 12:

May 29 06:59 UTC 1995

Form CAS-502 has the preprinted section IV, for the agent/address.  Before
we adopt a bylaw to make this specification solely a Board action, I think
we should check with Lansing for what is permissible. I don't think it a
"big deal", but they may have a procedure that they would like to see
followed, given the apparent confusion between the two MCL articles. 

response 6 of 12:

May 31 04:03 UTC 1995

No, actually I found that helpful. It reinforced what I had been thinking,
which is that changing the resident agent is just a matter of submitting
a form to do so.

response 8 of 12:

Jun 1 02:21 UTC 1995

Rane, I have no argument with 450.2602 -- you certainly can amend
your articles to accomplish this -- but, I do not believe the
appointment of a resident agent, or the naming of a new resident
agent is a matter the articles of incorporation *need or must* address.
Think of your articles of incorporation as the "constitution" of 
Cyberspace Communications, Inc. Such basic agreements should be
carefully created and only amended for serious and grave reasons (
in my biased opinion). The President or Chairperson of the Board
is a much more important person than the resident agent, and you
don't have to amend the articles to change the names in those
offices.  Oh, I don't mean that you can avoid naming a resident
agent in the original articles -- only that afterwords it is 
a ministerial board function. Dept. of Commerce will send you
the forms, for which you will pay on their 900 number to order.
I will send you the forms for $0.00, plus interest. Aaron - do
you disagree?

response 10 of 12:

Jun 2 00:43 UTC 1995

Rane, Of course you can call the Dept. of Commerce. You might
also want to read MCL Section 450.2242 - "Change of registered
office or registered agent; required filing of statement. This Section
should be be read with MCL Section 450.2132. "Document; requirements.
I submit, respectfully, these sections do not require amendment
of the corporate charter to effect a change of your resident agent.
I do admit there is a requirement that the documents effecting
the change must be in English.  Read then call, then let me know
what you find out. :)

response 12 of 12:

Aug 22 07:00 UTC 1995

The question alluded to is that in one place state laws says what
must be in the articles of incorporation, and the list includes
the name and address of the resident agent, and in another place state
law says how to change the resident agent, but does not mention
changing the constitution. These are not necessarily incompatible,
as the law does not say the articles have to be amended to change
the resident agent, and so by implication the articles can stay
incorrect forever.