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Articles of Incorporation



TO THE SECRETARY OF STATE OF THE STATE OF IOWA

I, the undersigned natural person over the age of 18, acting as an incorporator, adopt the following Articles of Incorporation (the “Articles”) of Iowa City Amateur Radio Club (referred to as the "Corporation") under the Iowa Non-Profit Corporation Act, Iowa Code §§ 504A.1 et seq. (referred to as the "Act"), electing to be governed by the Revised Iowa Nonprofit Corporation Act, Iowa Code §§ 504.101A et seq. (the “Revised Act”).

ARTICLE 1: NAME

The name of the Corporation is Iowa City Amateur Radio Club.

ARTICLE 2: NONPROFIT CORPORATION

The Corporation is a nonprofit corporation.

ARTICLE 3: DURATION

The Corporation shall continue in perpetuity.

ARTICLE 4: PURPOSES

The Corporation shall be organized and operated for the exclusive purpose of promoting social welfare, including but not limited to promoting personal contacts between licensed radio amateurs in Iowa city and the surrounding area, to promote technical cooperation between members, to encourage increased operating efficiency and courtesy, to generally advance the interest in and welfare of amateur radio in the community, to introduce amateur radio in the community, to introduce amateur radio interested and to provide assistance to non profit and emergency management organization.

ARTICLE 5: POWERS

Except as otherwise provided in these Articles, the Corporation shall have all of the powers provided in the Revised Act in its present form or as may hereafter be amended; provided, however, only such powers shall be exercised as are in furtherance of the tax-exempt purposes of the Corporation and as may be exercised by an organization exempt under Section 501(c)(4) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law). Moreover, the Corporation shall have all implied powers necessary and proper to carry out (and consistent with) its express powers.

ARTICLE 6: RESTRICTIONS AND REQUIREMENTS

The Corporation is not organized for profit. No part of the net earnings of the Corporation shall inure to the benefit of any director or officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes), and no director or officer of the Corporation, or any private individual, shall be entitled to share in the distribution of any of the corporate assets on the dissolution of the Corporation. The Corporation shall have no power to take any action that would be inconsistent with the requirements of tax exemption under section 501(c)(4) of the Internal Revenue Code of 1986, or any corresponding provision of any future United States Internal Revenue Code.

On dissolution the corporation shall not distribute its assets other than for one or more exempt purposes; on dissolution, the Corporation's assets shall be distributed to a state or local government for a public purpose, or to an organization exempt from taxes under Internal Revenue Code Section 501(c)(3) or Section 501(c)(4) to be used to accomplish the general purposes for which the Corporation was organized.

ARTICLE 7: MEMBERSHIP

The Corporation shall have members (the “Members”). The rights of the Members shall be described in the bylaws, subject to the express provisions of these Articles. A Member of the Corporation shall not, as such, be personally liable for the acts, debts, liabilities, or obligations of the Corporation.

ARTICLE 8: INITIAL REGISTERED OFFICE AND AGENT

The street address of the initial Registered Office of the Corporation is John Dodd 910 W Benton St. #302, Iowa City, Iowa 52246. The name of the initial registered agent at this office is John Dodd.

ARTICLE 9: BOARD OF DIRECTORS

The qualifications, manner of selection, duties, terms, and other matters relating to the Board of Directors (the “Board”) shall be provided in the bylaws. The number of directors may be increased or decreased by the bylaws, provided that the board of directors shall not exceed ten members. The initial Board shall consist of the following persons at the following addresses:

Name of Director Street Address City
John J. Dodd 910 W Benton St. #302 Iowa City IA. 52246
Robert Miltner 2366 Turner Ave. NE Solon, Iowa 52333
George Carsner 411 Terrace Rd. Iowa City IA 52245
William Robison 505 E. Jefferson St. Iowa City, IA 52245
Richard D. Bingham 707 12th Ave. Coralville, IA 52241
Lowell Dibble 4147 Shagbark Ln NE. Solon, IA 52333


ARTICLE 10: AMENDMENTS TO ARTICLES

1. An amendment to these Articles must be approved by all of the following to be adopted:

    a. The Board, if the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected.

    b. The Members by two-thirds of the votes cast by the Members or a majority of the Members' voting power that could be cast, whichever is less, at two consecutive membership meetings, except as provided in section 504.1002(1) of the Revised Act with respect to certain amendments to the Articles, provided that such notice must be given at least 20 days prior to each such membership meeting. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.

2. The person or persons initiating an amendment to these Articles may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or any other basis.

3. If the Board or the members seek to have the amendment approved by the members at a membership meeting, the Corporation shall give notice to the members of the proposed membership meeting in writing in accordance with the bylaws. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.

ARTICLE 11: ELECTION OF REVISED ACT

Pursuant to section 504.1701(3) of the Revised Act, the Corporation hereby elects to be subject to the provisions of the Revised Act.

ARTICLE 12: LIABILITY AND INDEMNIFICATION

1. To the fullest extent permitted by law, a director (including a former director) of the Corporation shall not be personally liable to the Corporation or its members for money damages for any action taken, or any failure to take any action, as a director, provided that the foregoing shall not exonerate any director for any reckless or intentional action or failure to act.

2. To the fullest extent permitted by law, the Corporation shall provide indemnification, including the advancement of funds to pay for or reimburse expenses, to directors and officers (including former directors and officers) for liability, as defined in section 504.851(5) of the Revised Act, to a person for any action taken, or any failure to take any action, as a director.

ARTICLE 13: DISSOLUTION

1. Dissolution of the Corporation shall be approved by all of the following:

    a. The Board.

    b. The members by two-thirds of the votes cast by the members or a majority of the members' voting power that could be cast, whichever is less, at two consecutive membership meetings.

2. The person or persons initiating the proposed dissolution may condition approval of the dissolution, on receipt of a higher percentage of affirmative votes or on any other basis.

3. The Corporation shall provide notice of any directors' meeting at which such approval is to be obtained. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.

4. If the Board or the members seek to have dissolution approved by the members at a membership meeting, the Corporation shall give notice to its members of the proposed membership meeting at least 20 days prior to each such membership meeting. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the Corporation and must contain or be accompanied by a copy or summary of the plan of dissolution.

5. The plan of dissolution shall indicate to whom the assets owned or held by the Corporation will be distributed after all creditors have been paid. On dissolution the Corporation shall not distribute its assets other than for one or more exempt purposes; on dissolution, the Corporation's assets shall be distributed to a state or local government for a public purpose, or to an organization exempt from taxes under Internal Revenue Code Section 501(c)(3) or Section 501(c)(4) to be used to accomplish the general purposes for which the Corporation was organized.

6. Upon approval of dissolution pursuant to this Article 13, the Board shall cause the Corporation to file articles of dissolution with the Iowa secretary of state, in conformance with Section 504.1404 of the Revised Act.

ARTICLE 14: INCORPORATORS

The name and street address of the incorporator is:

Name of Incorporator Street Address City
John J. Dodd 910 W Benton St. #302 Iowa City IA. 52246


I, John J. Dodd, execute these Articles of Incorporation on the 20th day of May, 2004.

John J. Dodd, Incorporator




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