Articles of Incorporation
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned , do hereby associate ourselves together for the purpose of forming a Corporation, not for pecuniary profit, under the laws of the State of Arizona, and hereby adopt the following Articles of Incorporation:
The names of the incorporators and their post office addresses are as follows:
V. M. Slipher – Flagstaff, Arizona
Orrin E. Webber – Flagstaff, Arizona
Theodore S. Spencer – Flagstaff, Arizona
R. O. Raymond – Flagstaff, Arizona
M. G. Fronske – Flagstaff, Arizona
Bernice N. McNerney – Flagstaff, Arizona
Catharine Adel – Flagstaff, Arizona
Edward Albouy – Flagstaff, Arizona
Nelo R. Rhoton – Flagstaff, Arizona
The name of this Corporation shall be and is Raymond Educational Foundation and the principal office and place of transacting the business of this Corporation is Flagstaff, Coconino County, Arizona, and it may have such other offices and places of businesses within or outside of the State of Arizona as the Board of Directors shall establish.
This Corporation shall have no capital stock, and all income received, including donations and gifts, shall be used exclusively for the furtherance of the purposes of the Corporation as hereinafter set forth. Any person over the age of twenty-one years who is a bona fide resident of the State of Arizona is eligible for membership in this Corporation, provided that such person’s name shall be approved for membership by the Board of Directors and that such person shall meet the qualifications prescribed in the Bylaws of the Corporation. The maintaining and periodic renewal of such memberships shall be as established by the Bylaws. Memberships shall have no pecuniary value whatsoever and cannot be bought, sold, or transferred.
A. The purposes of this Corporation are to establish and maintain educational and recreational facilities, including schools, playgrounds, the granting of scholarships, and facilities for the care and training of children; to aid and assist directly or indirectly or through other institutions in the care, education and betterment of individuals of all ages, who may be handicapped physically, mentally or financially’ to contribute directly or indirectly to any and all institutions, organizations or enterprises having for their objectives the betterment of the educational, recreational or health conditions of any community or communities in the County of Coconino, State of Arizona, or of any individuals; to perform all lawful acts and things incidental to or in any way connected with said purposes, including the acquisition, distribution and otherwise dealing with real and personal property.
B. It being known and understood that the entire purpose of this Foundation shall be educational and charitable.
1. No part of the net earnings of the Corporation shall inure to the benefit of any member, director, or officer of the Corporation, or to any private individual, except that reasonable compensation may be paid for services rendered to or for the Corporation effecting one or more of its purposes, and except that income or principal may be paid directly to private individuals where the object of such payment, in the judgment of the Board of Directors of this Corporation is exclusively for charitable or educational purposes.
2. No member, director, or officer of this Corporation, or any private individual, shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. No part of the activities of the Corporation shall be carrying on propaganda or otherwise attempting to influence legislation or participating or intervening in, including, but not limited to, the publication or distribution of statements, any political campaign on behalf of any candidate for public office.
3. In the event of the dissolution of this Corporation, all the assets of the Corporation, of whatsoever nature and including any accrued income, after payment of all debts of the Corporation, shall be distributed to Arizona State College, located at Flagstaff, Arizona, or its successor , for use by such college either for scholarships or for its general purposes.
4. As a means of accomplishing the foregoing purposes, the Corporation shall have the following powers:
(a) To accept, acquire, receive, take, and hold by bequest, devise, grant, gift, purchase, exchange, lease, transfer, judicial order or decree, or otherwise, for any of its objects and purposes, any property, both real and personal, of whatever kind, nature, or description, and wherever situated.
(b) To sell, exchange, convey, mortgage, lease, transfer, or otherwise dispose of, any such property, both real and personal, as the objects and purposes of the Corporation may require, subject to such limitations as may be prescribed by law.
(c) To borrow money and, from time to time, to make, accept, endorse, execute and issue bonds, debentures, promissory notes, bills of exchange, and other obligations of the Corporation for moneys borrowed, or in payment for the property acquired, or for any of the other purposes of the Corporation, and to secure the payment of any such obligations by mortgage, pledge, deed, indenture, agreement, or other instrument of trust, or by lien upon, assignment of, or agreement in regard to all or any part of the property, rights, or privileges of the Corporation, wherever situated, whether now owned or hereafter to be acquired.
(d) To invest and reinvest its funds in such stock, common or preferred, bonds, debentures, mortgages, or in such other securities and property, whether real or personal, as its Board of Directors shall deem advisable, subject only to the limitations and conditions, if any, contained in any bequest, devise, grant, or gift of such property to this Corporation.
(e) To act in a fiduciary capacity, either as Trustee or otherwise, in administering properties according to the direction of the Trustor or Testator, or otherwise, in which this Corporation shall have a residuary or remainder interest.
(f) In general, to exercise such other powers which now are, or hereafter may be, conferred by law upon a Corporation organized for the purposes hereinabove set forth, or necessary or incidental to the powers so conferred, or conducive to the attainment of the purposes of the Corporation, subject only to such limitations as are or may be prescribed by law.
(g) The foregoing enumeration of powers shall be limited only in that such powers may be exercised by this Corporation in furtherance of its charitable and educational activities and for no other purpose.
(h) Notwithstanding the foregoing, the Corporation shall be governed by the following provisions of the U.S. Internal Revenue Code of 1954, as it has been subsequently amended.
(i) The Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4742 of the Internal Revenue Code of 1954 or corresponding provisions of any subsequent Federal tax laws; and
(ii) The Corporation shall not engage in any acts of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code of 1954 or corresponding provisions of any subsequent Federal tax laws; and
(iii) The Corporation shall not retain any excess business holdings as defined in the Section 4943 (c) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws; and
(iv) The Corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.
(v) The Corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1954 or corresponding provisions of any subsequent Federal tax laws.
The existence of the Corp shall be perpetual.
The affairs of this Corporation shall be conducted by a Board of Directors and such officers as the directors may elect or appoint. The number of directors shall be as established by the Bylaws, but shall be not less than three nor more than nine, which directors shall hold office for a term of three years or until their successors are elected and qualified; provided, however, that at the time of the first election of directors following the adoption of this amendment, one-third of the directors elected shall be elected for a term of one (1) year; one-third of the directors elected shall be elected for a term of two (2) years; and one-third of the directors elected shall be elected for a term of three (3) years. Directors shall be elected by the members of the Corporation at the annual meeting thereof to be held on the first Monday in June of each and every year, commencing with the year 1963. Directors must be members of this Corporation.
Officers, directors and members of this Corporation and their private property shall be exempt from liability for its debts and obligations.
The highest amount of indebtedness or liability, direct or contingent, to which this Corporation may be subject at any time is to be such an amount as shall be authorized by the Board of Directors of the Corporation in conformity with and in the manner prescribed in the Bylaws.
The undersigned further certify that on the 12th day of April, 1951, at its office in the City of Flagstaff, State of Arizona, a regular meeting of said association was held as required by law, and in accordance with the rules of such association, for the election of directors of said Corporation to hold office until the first annual meeting of the members of said Corporation and until their successors are elected and qualified to hold office, at which election the following named persons, to with: V. M. Slipher, Orrin E. Webber and Theodore S. Spencer were duly elected as such directors.
IN WITNESS WHEREOF, we have hereunto affixed our hands this 12th day of April, 1951.