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HomeMy WebLinkAboutBackup DocumentsMUCE EDUCATES ARTICLES OF INCORPORATION ARTICLE I NAME 1.01 Name The name of this corporation shall be MUCE EDUCATES The business of the corporation may be conducted as MUCE or ME. ARTICI_E II DURATION 2.01 Duration The period of duration of the corporation is perpetual. ARTICLE III PURPOSE 3.01 Purpose MUCE EDUCATES is a non-profit corporation and shall operate exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal fax code. MUCE EDUCATES' purpose is to train visual artist in urban areas to compete in the global art market, to provide educational workshops and opportunities for the emerging labor force in arts and culture. MUCE EDUCATES also provides educational courses to young and emerging investors on how to purchase and invest in art. The MUCE Resident Artist program fosters learning and provides scholarships to emerging artist to enhance their craft and bring awareness to thei r work, MUCE Educates nurtures talent in distressed neighborhoods to create new employment opportunities and uses arts education to bring an end to cyclic poverty for those served by MUCE programs. To maximize our impact on current efforts, we may seek to collaborate with other non-profit organizations which fall under the 501(c) (3) section of the internal revenue code and are operated exclusively for educational and charitable purposes. At times, per the discretion of the board of directors, we may provide internships or volunteer opportunities which will provide opportunities for involvement in said activities and programs in order to have a greater impact for change. 3.02 Public Benefit MUCE EDUCATES is designated as a public benefit corporation. ARTICLE IV NON-PROFIT NATURE 4.01 Non-profit Nature MUCE EDUCATES is organized exclusively for charitable and educational 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 corresponding section of any future federal tax code No part of the net earnings of MUCE EDUCATES 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 the purpose clause hereof. Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code. MUCE EDUCATES is not organized and shall not be operated for the private gain of any person, The property of the corporation is irrevocably dedicated to its educational and charitable purposes. No part of the assets, receipts, or net earnings of the corporation shall inure to the benefit of, or be distributed to any individual. The corporation may, however, pay reasonable compensation for services rendered, and make other payments and distributions consistent with these Articles. 4.02 Personal Liability No officer or director of this corporation shall be personally liable for the debts or obligations of MUCE EDUCATES of any nature whatsoever, nor shall any of the property or assets of the officers or directors be subject to the payment of the debts or obligations of this corporation. 4.03 Dissolution Upon termination or dissolution of the MUCE EDUCATES any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986.(or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation, The organization to receive the assets of the MUCE EDUCATES hereunder shall be selected by the discretion of a majority of the managing body of the MUCE EDUATES and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity . filed in a court of proper jurisdiction against the MUCE EDUCATES by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Montana. In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Montana to be added to the general fund. 4.03 Prohibited Distributions No part of the net earnings, or properties of this corporation, on dissolution or otherwise, shall inure to the benefit of, or be distributable to, its members, directors, officers or other private person or individual, 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 III, Section 3.01. 4.04 Restricted Activities No substantial part of the corporation's activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for publicoffice. 4.05 Prohibited Activities Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on (I) by a corporation exempt from federal income tax as an organization described by Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (II) 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 V BOARD OF DIRECTORS 5.01: Governance (Nam of the corporation) shall be governed by its board of directors. 5.02 Initial Directors The initial directors of the corporation shall be (Name of directors here) KATRINA MUNAJJ, CHAIR ASHLEE THOMAS, BOARD MEMBER BARTHELEMY MERVIL, BOARD MEMBER JOSE BORDES, BOARD MEMBER ARTICLE VI MEMBERSHIP 6.01 Membership MUCE EDUCATES shall have no members. The management of the affairs of the corporation shall be vested in a board of directors, as defined in the corporation's bylaws. ARTICLE VII AMENDMENTS 7.01 Amendments Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors. ARTICLE VIII ADDRESSES OF THE CORPORATION 8.01 Corporate Address The physical address of the corporation is: 9925 NW 25 AVENUE, MIAMI, FL 33147 The mailing address of the corporation is: 9925 NW 25 AVENUE, MIAMI, FL 33147 ARTICLE IX Appointment of registered agent 9.01 Registered Agent The registered agent of the corporation shall be: ASHLEE K. THOMAS, 9925 NW 25TH AVENUE, MIAMI, FL 33147 ARTICLE X INCORPORATOR The incorporators of the corporation are as follow: ASHLEE THOMAS, 9925 NW 25 AVENUE, MIAMI, FL 33147 BARTHELEMY MERVIL, 251 NE 175TH TERRACE, NMB, FL 33162 Certificate Of Adoption Of Articles Of Incorporation We, the undersigned, do hereby certify that the above stated Articles of Incorporation of MUCE EDUCATES were approved by the board of directors on SEPT. 12. 2016 and constitute a complete copy of Articles of Incorporation of the MUCE EDUCATES. ASHLEE THOMAS, 9925 NW 25 AVENUE, MIAMI, FL 33147 KATRINA MUNAJJ, 9925 NW 25 AVENUE, MIAMI, FL 33147 BARTHELEMY MERVIL, 251 NE 175TH TERR. NBM, FL 33162 JOSE BORDES, 8321 SW 26TH STREET, MIRAMAR, FL 33025 Acknowledgment of consent to appointment as registered agent 1, ASHLEE THOMAS, agree to be the registered agent for MUCE EDUCATES as appointed herein. Registered Agent Date: 9/12/16