NEIUUF - ARTICLES OF INCORPORATION

ARTICLES OF INCORPORATION
OF THE NORTHEAST IOWA
UNITARIAN UNIVERSALIST FELLOWSHIP
Back to Organization page

To the Secretary of the State of Iowa

The undersigned are individuals 18 years of age or older and adopt the following Articles of Incorporation to form a nonprofit corporation organized under the Iowa Nonprofit Corporation Act, Chapter 504A of the 2003 Code of Iowa, as amended:

ARTICLE I

1.01 The name of the Corporation is “Northeast Iowa Unitarian Universalist Fellowship”.

ARTICLE II

2.01 The initial location in Winneshiek County, Iowa, of the Registered Office of the Corporation is 306 Center Avenue, Decorah, IA, 52101, and the name of its initial Registered Agent at such address is Susan Otte.

ARTICLE III

3.01 The Corporation is organized exclusively for charitable, educational, religious or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and to promote and advance such purposes by any activity in which a nonprofit corporation organized under the Iowa Non Profit Corporation Act may engage, exclusively, either directly or by engaging in activities that support or benefit one or more supported organizations as permitted under Section 509(a)(3) of the Code. The Corporation shall have the specific power to hold property of any nature in trust for itself or for the carrying out of any of its authorized purposes.

3.02 Without limiting the generality of the foregoing, the principal purpose of the Corporation shall be to function as a religious organization that affirms and promotes the principles of Unitarian Universalism, assisting its members to meet their own spiritual needs and their ethical responsibilities to others and to the environment. The Corporation shall conduct activities including but not limited to religious services, educational programs, community service, and charitable giving.

ARTICLE IV

4.01 The corporation shall have members. The qualifications for members, the manner of their admission, and procedures for termination of membership shall be regulated by the bylaws.

ARTICLE V

5.01 The affairs of and business of the Corporation shall be managed and conducted by the board of trustees. The number of members of the board of trustees shall be no less than three (3) and shall be fixed by the bylaws. No trustee shall have any right, title, or interest in or to any property of the Corporation.

ARTICLE VI

6.01 No trustee, officer, employee or member of the Corporation shall as such, be liable for

its debts or obligations and no trustee, officer, member or other volunteer shall be personally

liable as such, for any claim based upon an act or omission of such person performed in the

discharge of such persons’ duties except (1) for any breach of the duty of loyalty to the Corporation, (2) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or (3) for any transactions from which such person derive an improper personal benefit.

ARTICLE VII

7.01 The duration of the Corporation shall be perpetual unless the Corporation is sooner dissolved or terminated as otherwise provided by law.

7.02 In the case of dissolution of the fellowship, all of its property, real and personal, after paying all just claim upon it, shall be conveyed and vested in the Unitarian Universalist Association or its legal successor, or to any Unitarian Universalist related organization which qualifies for tax exempt status under Section 501 (c) (3) of the Code (or the corresponding provisions of any future United States Internal Revenue law), and the Board of Trustees of the fellowship shall perform all actions necessary to effectuate such conveyance. Any assets not so disposed of shall be disposed of by the Iowa District Court in and for Winneshiek County exclusively for such purposes or to such organization or organizations as said Court shall determine qualify for tax exempt status under Section 501 (c) (3) of the Code (or the corresponding provisions of any future United States Internal Revenue law).

ARTICLE VIII

8.01 The members of the Corporation may adopt bylaws consistent with these Articles.

ARTICLE IX

9.01 No part of the net earnings of the Corporation shall inure to the benefit of or be distributed to its members, trustees, officers, or other private person, except that the Corporation shall be authorized and have power to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III hereof.

9.02 No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, or initiative or referendum before the public, and the Corporation shall not participate in or intervene in (including by publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.

9.03 Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on by:

(a) An organization exempt from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law);

(b) An organization, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

9.04 Except as otherwise provided herein, the Corporation shall have unlimited power to engage in and to do any lawful act concerning any and all lawful purposes for which the Corporation may be organized under the previsions of the Iowa Nonprofit Corporation Act, Chapter 504A of the Code of Iowa.

ARTICLE X

10.01 The number of trustees constituting the initial board of trustees is seven (7); their names and addresses follow:

Susan Otte
306 Center Ave.
Decorah, IA 52101

Lisbeth Peirce
603 E. Broadway
Decorah, IA 52101

ARTICLE XI

11.01 The names and addresses of the incorporators are: Susan Otte, 306 Center Avenue, Decorah, IA 52101; William Musser, 2658 River Road, Decorah, IA 52101; Shirley Vermace, 503 Pinecrest Drive, Decorah, IA 52101; and Lisbeth Peirce, 603 East Broadway, Decorah, IA 52101.

IN WITNESS WHEREOF, the undersigned have made and subscribed to these Articles of Incorporation at Decorah, Iowa on this ___ day of ________________, 2004.

STATE OF IOWA

The foregoing instrument was acknowledged before me this ___ day of ________________, 2004.