Articles of Incorporation

Nov 24 17:25 UTC 1996

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,HCyberspace Communications Articles of Incorporation
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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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just thought it would be helpful for ppl to see this item again.
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