ARTICLES OF INCORPORATION FOR A NONPROFIT CORPORATION

filed pursuant to §7-90-301 et seq. and §7-122-101 of the Colorado Revised Statutes

 

           

            1.         Entity name:   The name of the corporation is Colorado Chapter of Partners of the Americas.

 

            2.         Principal Office Street and Mailing Address:  The street address of the initial principal office of the corporation is 2300 South Krameria Street, Denver, CO 80222.

 

            3.         Registered Agent Name and Street Address:   The name of the registered agent is Francis Wardle, and the street address of the registered agent is 2300 South Krameria Street, Denver, CO 80222.

 

            4.         The person appointed as registered agent has consented to being so appointed.

 

                        Incorporator:   The name and address of each incorporator is:

 

                        Francis Wardle                                                           Jon Monson

                        2300 South Krameria Street                                        1707 11th Avenue

                        Denver, CO 80222.                                                     Greeley, CO 80631

 

            5.         The nonprofit corporation is formed under the Colorado Revised Nonprofit Corporation Act.

 

            6.         The corporation will have voting members.  (The classes of membership, if any, and the qualifications and rights of members in each class shall be set forth in the bylaws.)

 

            7.         On the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code or the corresponding section of any future federal tax code or shall be distributed to the federal government or to a state or local government for a public purpose.  Any assets not so disposed of shall be disposed of by the district court of the county in which the principal office of the corporation is then located, exclusively for the purposes or to the organization or organizations that the court shall determine which are organized and operated exclusively for such purposes.

 

            8.         The corporation is organized exclusive for charitable, religious, educational and scientific purposes.  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, 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 herein.  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 in or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.   Notwithstanding any other provisions of these Articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation: (i) which is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (the “Code”) or any corresponding section of any future federal tax code; or (ii) to which contributions are deductible under Section 170(c)(2) of the Code or the corresponding section of any future federal tax code.

 

            9.         In furtherance of the purposes of the corporation, the corporation shall have and may exercise all rights, powers and privileges now or hereafter exercisable by nonprofit corporations under the laws of the State of Colorado, including without limitation the power to enter into contracts, to own and acquire property, to loan and borrow funds, to encumber assets, to sell, assign, transfer or otherwise dispose of both real and personal property, including the power to accept by gift, devise, bequest or any other form of gift, property of every kind and description without limitation as to kind or amounts with the intention that such gifts be held, managed and distributed for the exclusive benefit of the corporation.

 

            10.       It is intended that the corporation qualify as a public charity as that term is defined in the Code.  However, the corporation:

 

            a.         will distribute its income for each tax year at a time and in a manner as not to become subject to tax on undistributed income imposed by Section 4942 of the Code or the corresponding section of any future federal tax code;

 

            b.         will not engage in any act of self-dealing as defined by Section 4941(d) of the Code or the corresponding section of any future federal tax code;

 

            c.         will not retain any excess business holdings as defined in Section 4943(c) of the Code or the corresponding section of any future federal tax code;

 

            d.         will not make any investments in a manner as to subject it to tax under Section 4944 of the Code or the corresponding section of any future federal tax code; and

 

            e.         will not make any taxable expenditures as defined in Section 4945(f) of the Code or the corresponding section of any future federal tax code.

 

11.       The personal liability of a director to the corporation or its members, if any, for monetary damages for breach of fiduciary duty as a director is limited to the full extent provided by Colorado law.

 

12.       The corporation shall indemnify its directors and officers to the full extent permitted by Colorado law.

 

Notice:

 

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

 

13.       Name and address of the individual causing the document to be delivered for filing:

 

                        Johnson, Jacqueline

                        Witwer, Oldenburg, Barry & Johnson, LLP

                        822 7th Street, Suite 760

                        Greeley, CO 80631