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RESTATED ARTICLES OF INCORPORATION
OF
EDINA BASKETBALL ASSOCIATION, INC.
ARTICLE 1 – NAME
1.1) The name of the corporation shall be Edina
Basketball Association, Inc.
ARTICLE 2 – PURPOSES
2.1)
The purposes of the corporation are to engage in,
assist, and contribute to the support of exclusively
charitable, religious, scientific, literary, or
educational activities and projects, within the meaning
of Section 501(c)(3) of the Internal Revenue Code, and
specifically youth sports, and all other acts and things
which may be necessary, incidental or desirable in the
accomplishment of any of the foregoing purposes.
ARTICLE 3 – AUTHORITY
3.1) The corporation shall
further its purposes either directly or by making or
providing donations, gifts, grants, contributions,
loans, guarantees, scholarships, fellowships, or
subsidies out of the net income or the principal assets
of the corporation, or both (without limit as to the
amount going to any one recipient or in the aggregate to
all recipients), but subject always to the provisions of
section 3.3 hereof.
3.2) Subject to section 3.3
hereof, the corporation shall have authority to do any
and all acts and things and carry on and conduct all
other activities as may be necessary, advisable,
desirable, or expedient to accomplish its purposes, to
the full extent permitted by the laws of the State of
Minnesota.
3.3)
Notwithstanding any other provisions of these Articles
of Incorporation:
(a) All activities of the corporation shall be
carried on and all of its funds shall be used and
applied exclusively for the purposes for which this
corporation was organized.
(b) No part of the net earnings of the
corporation shall inure to the benefit of any member,
officer, director, or any other individual (except that
reasonable compensation may be paid for services
rendered to or for the corporation in furtherance of one
or more of its purposes, and except that individuals may
benefit from grants, scholarships, fellowships, and
similar payments or distributions made for the purposes
for which this corporation was organized).
(c) No substantial part of the activities of the
corporation shall be the carrying on of propaganda or
otherwise attempting to influence legislation, and the
corporation shall not participate or intervene in any
political campaign on behalf of or opposed to any
candidate for public office, by publishing or
distributing statements or otherwise.
(d) The corporation shall not carry on any other
activities not permitted to be carried on by a
corporation exempt from federal income tax under Section
501(c)(3) of the Internal Revenue Code.
ARTICLE 4 - NONPROFIT CORPORATION
4.1)
This corporation is a nonprofit corporation governed by
Chapter 317A of the Minnesota Statutes.
ARTICLE 5 - REGISTERED OFFICE
5.1) The mailing address of the registered office
of the corporation is 4801 West 50th Street,
Edina, Minnesota 55424.
ARTICLE 6 – DIRECTORS
6.1) The management of the
corporation shall be vested in a Board of Directors.
The number of directors shall be fixed by the Bylaws of
the corporation, and may be altered by amending the
Bylaws, but shall never be less than required by law.
6.2)
The terms of office of the directors shall be fixed by
the Bylaws of the corporation, and may be altered by
amending the Bylaws.
6.3)
Any action may be taken by written action signed by the
number of directors that would be required to take the
same action at a meeting of the Board at which all
directors were present; provided, that all directors
must be notified immediately of the text of the written
action and the effective date.
ARTICLE 7 – MEMBERSHIP
7.1)
The corporation shall have no members.
ARTICLE 8 - DISTRIBUTION ON LIQUIDATION OR
DISSOLUTION
8.1)
In the event of liquidation, dissolution, or winding up
of the corporation, whether voluntary or involuntary or
by operation of law, the remaining property and assets
of the corporation shall be distributed in such manner
as the Board of Directors of the corporation shall by
majority vote determine. The distribution shall be made
either exclusively for the purposes for which the
corporation is formed or consistent with such purposes,
and shall be made to such organization or organizations
organized and operated for such purposes as shall at
such time qualify as exempt under section 501(c)(3) of
the Internal Revenue Code, as amended, or the
corresponding provision of any future United States
Internal Revenue law.
ARTICLE 9 - AMENDMENT OF ARTICLES
9.1)
These Articles may be amended in the manner now or
hereafter prescribed by law. |
