ARTICLES OF INCORPORATION
MICHIGAN STATE UNIVERSITY RETIREES ASSOCIATION INC.,
a Michigan nonprofit corporation
These Articles of Incorporation are signed by the incorporators for the purpose of forming a nonprofit corporation pursuant to the provisions of the Michigan Nonprofit Corporation Act, Act 162 of the Public Acts of 1982, as amended, being Section 450.2101 et seq. of the Michigan Compiled Laws (the “Act”), as follows:
ARTICLE I
NAME
The name of the corporation is Michigan State University Retirees Association Inc. (the “Corporation”).
ARTICLE II
PURPOSES
A. The Corporation is organized for the purposes of establishing and maintaining a community of fellowship among its members to carry out social, recreational and educational activities and to pursue economic and social benefits for its members and for any other purposes allowed by the Act, all in compliance with the requirements of Section 501 (c)(7) of the Internal Revenue Code of 1986, as amended (the “Code”) and corresponding provisions of any subsequent federal tax laws.
B. Regardless of any other provisions of these Articles of Incorporation or the laws of the State of Michigan, the Corporation shall not:
1. Permit any part of the net earnings of the Corporation to inure to the benefit of any member of the Corporation or any other private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation in effecting one or more of its purposes);
2. Make any contribution or distribution to or for any person, firm, corporation or other entity who or which shall apply, directly or indirectly, such contributed funds for any purpose or purposes in violation of the Constitution or the statutes of the United States or the State of Michigan.
C. Upon the dissolution of the Corporation or the winding up of its affairs, after payment or provision for payment of the Corporation’s liabilities has been made, the Corporation’s remaining assets shall be distributed exclusively and in equal shares to any successor organization dedicated to the well-being of retirees from Michigan State University or to a corporation then existing and qualified under the provisions of Section 501(c)(3) or 501(c)(7) of the Code, as selected by the Board of Directors of the Corporation.
MEMBERSHIP CORPORATION
The Corporation is organized upon a membership basis. Members of the Corporation are (a) all persons officially designated as retired by the Michigan State University Board of Trustees, and their spouses or surviving spouses, (b) persons retired from other employment who had formerly been employed or appointed to adjunct positions by Michigan State University, and their spouses or surviving spouses, and (c) active Michigan State University employees who pay an annual subscription fee as set by the Board of Directors of the Corporation. The Corporation has no real property assets and has less than $40,000 of personal property assets. The Corporation is to be financed through membership dues, newsletter subscriptions and sponsor contributions.
ARTICLE IV
REGISTERED OFFICE AND RESIDENT AGENT
The initial registered office of the Corporation shall be 1407 South Harrison Road, East Lansing, Michigan 48823. The initial resident agent of the Corporation at such address shall be Brent Bowditch, Assistant Vice President, Human Resources, Michigan State University.
ARTICLE V
INCORPORATORS
The names and addresses of the incorporators are as follows:
Gale L. Arent, 1595 Agnes Glen, Dewitt, Michigan 48820
Robert E. Wenner, 5636 Bayonne Avenue, Haslett, Michigan 48840
ARTICLE VI
ELIMINATION AND ASSUMPTION OF
CERTAIN LIABILITY OF VOLUNTEER DIRECTORS AND OFFICERS
A volunteer director or volunteer officer of the Corporation (as defined in Section 110(2) of the Act) shall not be personally liable to the Corporation or its members for monetary damages for breach of the volunteer director’s or volunteer officer’s fiduciary duty arising under applicable law, except that nothing in these Articles shall eliminate or limit the liability of a volunteer director or a volunteer officer for any of the following:
1. A breach of the volunteer director’s or volunteer officer’s duty of loyalty to the Corporation or its Members;
2. Acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law;
3. A violation of Section 551(1) of the Act;
4. A transaction from which the volunteer director or volunteer officer derived an improper personal benefit;
5. An act or omission occurring before the date the Articles of Incorporation of the Corporation are filed with the Michigan Department of Labor & Economic Growth; and
6. An act or omission that is grossly negligent.
The Corporation assumes all liability to any person other than the Corporation or its members, if any, for all acts or omissions of a volunteer director or volunteer officer occurring on or after the date these Articles are filed as provided for by (and subject to the limitations stated in) Section 209(e) of the Act, incurred in the good faith performance of the volunteer director’s or volunteer officer’s duties as such, except that the Corporation shall not be considered to have assumed any liability to the extent such assumption is inconsistent with the status of the Corporation as an organization described in Section 501 (c)(7) of the Code.
If after these Articles are filed the Act is amended to authorize the further elimination or limitation of the liability of volunteer directors or volunteer officers of nonprofit corporations, then the liability of a volunteer director or volunteer officer of the Corporation (in addition to the limitation, elimination and assumption of personal liability contained in this Article) shall be assumed by the Corporation or eliminated or limited to the fullest extent permitted by the Act as so amended, except to the extent such limitation, elimination or assumption of liability is inconsistent with the status of the Corporation as an organization described in Section 501 (c)(7) of the Code.
No amendment or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any volunteer director or volunteer officer of the Corporation for or with respect to any acts or omissions of such volunteer director or volunteer officer occurring prior to the effective date of any such amendment or repeal.
ARTICLE VII
ADDITIONAL PROVISIONS
A. The Board of Directors shall have full authority to govern the affairs of the Corporation except for powers that are reserved to the members by the Act or by the Bylaws of the Corporation.
B. The Corporation may be dissolved as provided in Section 804 of the Act. Upon dissolution, the assets of the Corporation shall be distributed in accordance with Section 855 of the Act and the provisions of these Articles of Incorporation.
The undersigned, the incorporators of the Michigan State University Retirees Association Inc., sign these Articles of Incorporation on _______________, 2010.
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Gale L. Arent
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Robert E. Wenner