ARTICLES OF
INCORPORATION OF
1960 SAILORS ASSOCIATION INC.
A NONPROFIT CORPORATION ORGANIZED UNDER
THE LAWS OF THE STATE OF NEVADA
KNOW ALL MEN BY THESE PRESENTS,
that the undersigned, a resident of the State of Nevada over the age of 21
years, desires to form a nonprofit corporation under the provisions of Chapter
82 of the Nevada Revised Statutes, entitled "NONPROFIT CORPORATIONS".
I.
The name of the
Association shall be 1960 SAILORS ASSOCIATION INC. (hereinafter called
the Association).
II.
The resident agent
at the time of incorporation shall be Howard B. Levy of 252 Hickory Hollow
Avenue, Las Vegas, Nevada 89123, and service of process may be made upon the
Association at said address.
III.
This Association
shall be organized and operated exclusively for pleasure, recreational and other
similar nonprofitable purposes intended to provide for and promote personal
contact, commingling and fellowship among its members.
Notwithstanding any
other provision of these Articles to the contrary, or in the bylaws of the
Association, the Association shall not carry on any other activities to any
extent not permitted to be carried on by, or that would threaten the tax-exempt
status of, an organization exempt from federal income tax under Section 501(a)
that is described in Section 501(c)(7) of the United States Internal Revenue
Code (IRC) or the corresponding provisions of any future revised IRC.
Accordingly, the
Association shall have the following powers:
To operate as an
alumni association whose members collectively constitute the graduating class
of 1960 of Oceanside High School, Oceanside, New York, and to plan and promote
periodic class reunions, trips and similar social events for members, to
maintain a website that contains, among other things, extensive nostalgic
information about our time together in high school days and a class directory
to facilitate communications among members, and from time to time to
communicate with its members and engage in such other activities all of which
shall be intended to promote emotional ties and fellowship among members based
on common feelings of nostalgia for our shared experiences as adolescents and
pride in our home town and high school communities and in this Association.
IV.
The name and
address of the sole incorporator signing these Articles of Incorporation is
Howard B. Levy, 252 Hickory Hollow Avenue, Las Vegas, Nevada 89123.
V.
The Board of
Directors shall be invested with complete and unrestrained authority in
management of all of the affairs of the Association and authorized to exercise,
as general agents of the Association, its entire corporate authority. The
officers of the Association shall be elected or appointed by the Board of
Directors.
Except as provided
for in this Article, the number of directors of the Association shall at all
times be no greater than five and no less than one, but the number of said
directors may be increased by amendment to the bylaws to that effect without the
necessity of amending these Articles of Incorporation. The directors shall be
selected from among the active alumni members of the Association as provided by
the bylaws.
The name and
resident address of the sole director to serve until the appointment of
additional directors pursuant to the bylaws at an organizational meeting to take
place in New York in May 2004 following incorporation (which directors shall
then serve until their successors shall have been selected, entitled and
qualified in due course pursuant to the bylaws) is Howard B. Levy, 252 Hickory
Hollow Avenue, Las Vegas, Nevada 89123.
VI.
The Association
shall have one class of voting members ("active members"), which
members shall be qualified as such by paying their current year’s annual dues,
as determined by the Association’s Board of Directors, and otherwise as may be
set forth in the provisions of its bylaws. Members of the Oceanside High School
Class of 1960 who are eligible for membership in the Association pursuant the
provisions of its bylaws but who have not so qualified as active members of the
Association shall collectively constitute a second class of members in the
Association called "inactive members." Inactive members shall have no
voting power and shall be ineligible to serve on the Association’s Board of
Directors, but nevertheless, in furtherance of the Association’s purpose, they
may participate in Association-sponsored social activities, have access to its
website and online class directory, and receive class communications. However,
at the sole discretion of the Board of Directors, inactive members may be
required to pay higher fees to participate in Association activities than active
members are.
Membership of the
Association, both active and inactive, shall be limited to bona fide
members of the graduating class of 1960 of Oceanside High School, Oceanside, New
York, as determined pursuant to criteria set forth in the bylaws of the
Association. There shall be no discrimination in the designation or application
of such criteria against any person on the basis of race, color or religion.
The voting power of
the active members of the Association shall be equal and limited to the annual
election of directors, and each active alumni member shall be entitled to one
vote for each opening on the Board of Directors. The power to make and alter bylaws
of the Association shall be vested solely in the Board of Directors and
shall not be submitted to a vote of the active members.
The Association
shall not have or issue any capital or corporate stock of any kind or nature
whatsoever.
VII.
No part of the net
earnings of the Association shall inure to the benefit of any member, director,
or officer of the Association or any private individual except that reasonable
compensation may be paid for services rendered to or for the Association and no
member, director, or officer of the Association or any private individual shall
be entitled to share in the distribution of any of the corporate assets upon
dissolution of the Association.
In the event of and
upon dissolution of this Association, after paying or adequately providing for
the debts and obligations of the Association, the remaining assets shall be
distributed to another governmental entity or nonprofit organization that
provides educational or other community services to the residents of Oceanside,
New York , for example, Oceanside High School, itself, the Oceanside Union Free
School District, the Oceanside Education Foundation or the Oceanside Chamber of
Commerce, or any successors thereto, provided that the recipient organization,
if not a governmental entity, provides evidence prior to distribution that it is
recognized as exempt from federal income tax under Section 501(a) and described
in Section 501(c)(3) of the IRC or the corresponding provisions of any future
revised IRC. In the event that no organization so qualified can be found upon
dissolution of the Association that will accept such distribution, the
Association’s remaining assets shall be distributed to a state or local or the
federal government for a public educational purpose. Any such assets not so
disposed of directly shall then be disposed of indirectly for such public
educational purpose by and at the sole discretion of a court of competent
jurisdiction of the county in which the principal office of the Association was
last located.
IN WITNESS WHEREOF
the undersigned incorporator has executed these Articles of Incorporation on
January 31, 2004.
/S/ Howard B. Levy
Howard B. Levy
252 Hickory Hollow, Las Vegas, Nevada 89123-1177 • 702/279-5389
Copyright
© 2004 by Howard B. Levy and 1960 Sailors Association Inc. All rights reserved.
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