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Article I – Name | Article II – Purpose | Article III – Earnings & Activities | Article IV – Nonstock Basis | Article V – Location | Article VI – Incorporator | Article VII – Dissolution | Article VIII – Limited Liability for Officers | Article IX – Limited Liability for Nonofficer Volunteers | Article X – Term | Article XI – Seal
Following are the Articles of Incorporation for
The Western Michigan Society for Industrial Heritage
PO Box 273, Coopersville, MI
as filed with the:
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
Corporation, Securities and Land Development Bureau
MAR 28 2001
BUREAU OF COMMERCIAL SERVICES
ARTICLES OF INCORPORATION
For use by Domestic Nonprofit Corporation
Pursuant to the provisions of Act 162, Public Acts of 1982, the undersigned Corporation executes the following Articles:
ARTICLE I – NAME
The name of the Corporation is:
The Western Michigan Society For Industrial Heritage
ARTICLE II – PURPOSES
The purpose or purposes for which the Corporation is organized are:
a) Said Corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code;
b) The purpose of the Corporation is the acquisition, preservation, restoration, display and interpretation of historic railroad and other industrial artifacts, buildings and equipment; and to provide ways and means for physically challenged people to participate in and enjoy historic railroading, including but not limited to, the acquisition and remodeling of a passenger train car.
ARTICLE III – EARNINGS AND ACTIVITIES
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, 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 in Article II hereof. 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 (including the publishing or distribution of statements) any political campaign of 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 (a) by a Corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a Corporation; contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE IV – NONSTOCK BASIS
The Corporation is organized upon a nonstock basis.
1. If organized on a stock basis, the aggregate number of shares which the Corporation has authority to issue is n/a. If the shares are, or are to be, divided into classes, the designation of each class, the number of shares in each class, and the relative rights, preferences and limitations of the shares of each class are as follows:
2. If organized on a nonstock basis, the description and value of its real property assets are:
and the description and value of its personal property assets are:
The corporation is to be financed under the following general plan:
The Corporation activities shall be financed with contributions from individuals, foundations or other organizations. The Corporation may also charge membership dues.
The Corporation is organized on a membership basis.
ARTICLE V – LOCATION
1. The address of the registered office is:
4955 Lake Harbor Road 179 W. Randall Street
Muskegon, MI 49441 Coopersville, MI 49404
2. The mailing address of the registered office if different than above is:
P.O. Box 55 P.O. Box 273
Coopersville, MI 49404
3. The name of the registered agent at the registered office is: Brad Anderson Philip Cok.
ARTICLE VI – INCORPORATOR
The names and addresses of all the incorporators are as follows:
Brad Anderson, 4955 Lake Harbor Road, Muskegon, MI 49441
Tom Byle, 1201 Glenaire Drive, N.W., Grand Rapids, MI 49544
Carl J. Sinke, 4511 36th Street, S.E., Kentwood, MI 49512
Fred Florshinger, P.O. Box 104, Coopersville, MI 49404
ARTICLE VII – DISSOLUTION
Upon 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 Internal Revenue 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 such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE VIII – LIMITED LIABILITY FOR OFFICERS
A. A volunteer officer of the Corporation shall not be personally liable to the Corporation or its members for monetary damages for a breach of the volunteer officer’s fiduciary duty, except for a liability for any of the following:
A breach of the volunteer officer’s duty of loyalty to the Corporation or its members;
Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
A violation of Section 551(1) of the Michigan Nonprofit Corporation Act;
A transaction from which the volunteer officer derived an improper personal benefit;
An act or omission occurring before the date this document is filed; or
An act or omission that is grossly negligent.
B. The Corporation shall assume all liability to any person other than the Corporation or its members for claims for monetary damages for a breach of a volunteer officer’s duty in his or her capacity as a volunteer officer and the volunteer officer shall not be personally liable to such persons for monetary damages, except for liability for acts or omissions described in A.1. through A.6. of this Article.
C. For purpose of this Article, a “volunteer officer” means an officer who does not receive anything of value from the Corporation for serving as an officer other than reasonable per diem compensation and reimbursement for actual, reasonable, and necessary expenses incurred by an officer in his or her capacity as an officer.
D. Any repeal, modification or adoption of any provision in these Articles inconsistent with this Article shall not adversely affect any right or protection of a volunteer officer of the Corporation existing at the time of the repeal, modification, or adoption.
E. If the Michigan Nonprofit Corporation Act is amended after this Article has been adopted by the members to authorize corporate action to further eliminate or limit the personal liability of volunteer officers, then the liability of a nonofficer volunteer for the Corporation shall be eliminated or limited to the fullest extent permitted by the Nonprofit Corporation Act, as amended.
ARTICLE IX – LIMITED LIABILITY FOR NONOFFICER VOLUNTEERS
A. The Corporation shall assume the liability for all acts or omissions of a nonofficer volunteer of the Corporation (a “nonofficer volunteer”) occurring on or after the effective date of this Article if all of the following are met:
The nonofficer volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority;
The nonofficer volunteer was acting in good faith;
The nonofficer volunteer’s conduct did not amount to gross negligence or willful and wanton misconduct;
The nonofficer volunteer’s conduct was not an intentional tort; and
The nonofficer volunteer’s conduct was not a tort arising out of the ownership, maintenance, or use of a motor vehicle for which tort liability may be imposed as provided in MCLA 500.3135.
B. For purpose of this Article, a “nonofficer volunteer” means an individual, other than an officer, performing services for a nonprofit corporation who does not receive compensation or any other type of consideration for the services other than reimbursement for expenses actually incurred.
C. If the Michigan Nonprofit Corporation Act is amended after this Article has been adopted by the members to authorize corporate action to further eliminate or limit the personal liability of nonofficer volunteers, then the liability of a nonofficer volunteer for the Corporation shall be eliminated or limited to the fullest extent permitted by the Nonprofit Corporation Act, as amended.
D. Any repeal, modification or adoption of any provision in these Articles of Incorporation inconsistent with this Article shall not adversely affect any right or protection of a nonofficer volunteer existing at the time of such repeal, modification, or adoption.
ARTICLE X – TERM
The term of this Corporation is perpetual.
ARTICLE XI – SEAL
The Corporation shall have no seal.
We the Incorporators, have signed our names this 12th day of March , 2001.
Western Michigan Society for Industrial Heritage
Amended, 06 May 2008