ARTICLES OF INCORPORATION OF
YET ANOTHER SOCIETY
|Pursuant to the provisions of the Michigan Nonprofit Corporations Act, Act 162, Public Acts of 1982 (the "Act"), as amended, corporation executes the following articles:|
|The name of the corporation is Yet Another Society.|
|The purpose for which the corporation is organized is to create opportunities and provide support for the advancement of collaborative efforts in Computer Science and Information Technology.|
The corporation is organized on a non-stock, directorship basis. The corporation possesses the following assets:
Real property: None
The corporation is to be financed through grants, contributions and income from activities related to the corporation's purpose as described in Article II.
The address of the initial registered office is 170 College Avenue, Suite 230, Holland, Michigan, 49423.
The mailing address of the initial registered office is the same.
The name of the initial resident agent at the registered office is Kurtis DeMaagd.
The name and address of the incorporator is:
Kurtis DeMaagd, 170 College Avenue, Suite 230, Holland, Michigan, 49423.
|No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons. However, the corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in article II. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation. The corporation shall not participate in, or intervene in (including the publishing and distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under IRC 501(c)(3) or the corresponding section of any future federal tax code or (2) by a corporation whose contributions are deductible under section IRC 170(c)(2) or the corresponding section of any future federal tax code.|
|On dissolution of the corporation, after paying or providing for the payment of all of the liabilities of the corporation, the corporation's assets shall be distributed (1) for one or more exempt purposes within the meaning of IRC 501(c)(3), or the corresponding section of any future federal tax code or (2) to the federal government, or to a state or local government, for a public purpose. Any assets not disposed of shall be disposed of by the circuit court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations that the court shall determine and that are organized and operated exclusively for such purposes.|
|When a compromise, an arrangement, or a plan of reorganization is proposed between this corporation and its creditors, a court of equity jurisdiction within this state may order a meeting of the affected creditors. The corporation, a creditor, or a receiver appointed for the corporation may apply to the court for a meeting. The meeting shall be summoned in such manner as the court directs. If a majority in number representing 3/4 in value of the affected creditors agree to a compromise or arrangement, the compromise, arrangement, or reorganization of this corporation resulting from the compromise or arrangement, if approved by the court, shall be binding on all the creditors, and also on this corporation.|
No member of the board of directors of the corporation who is a volunteer director, as that term is defined in the Michigan Nonprofit Corporation Act (the "Act"), shall be personally liable to this corporation for monetary damages for a breach of the director's fiduciary duty; provided, however, that this provision shall not eliminate or limit the liability of a director for any of the following:
1. a breach of the director's duty of loyalty to the corporation;
The corporation assumes all liability to any person, other than the corporation, for all acts or omissions of a director who is a volunteer director, as defined in the Act, incurred in the good faith performance of the director's duties. However, the corporation shall not be considered to have assumed any liability to the extent that such assumption is inconsistent with the status of the corporation as an organization described in IRC 501(c)(3) or the corresponding section of any future federal tax code.
If the Act is amended after the filing of these articles of incorporation to authorize the further elimination or limitation of the liability of directors of nonprofit corporations, then the liability of members of the board of directors, in addition to that described in Article IX, shall be assumed by the corporation or eliminated or limited to the fullest extent permitted by the Act as so amended. Such an elimination, limitation, or assumption of liability is not effective to the extent that it is inconsistent with the status of the corporation as an organization described in IRC 501(c)(3) or corresponding section of any future federal tax code. No amendment or repeal of Article IX shall apply to or have any effect on the liability or alleged liability of any member of the board of directors of this corporation for or with respect to any acts or omissions occurring before the effective date of any such amendment or repeal.
The corporation assumes the liability for all acts or omissions of a nondirector volunteer if all of the following conditions are met:
1. The volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority.
These Articles of Incorporation are signed by the incorporator on September 5, 2000.