| The
Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF ORGANIZATION
(General Laws, Chapter 180)
Certified
by the Secretary of the Commonwealth of Massachusetts
on May 13, 2002.
ARTICLE I
The exact name of the Corporation is:
Council
of State Historical Records Coordinators, Inc.
ARTICLE II
The purpose of the corporation is to engage in the following activities:
The
purpose of the Council is to promote the preservation of and access to
the documentary heritage of the United States through the development
of strong, cooperative, public and private historical records programs
in the states and territories of the United States through reciprocal
support, advice, and collaboration with the National Historical Publications
and Records Commission and other organizations.
Notwithstanding the foregoing, however, the Corporation is organized exclusively
for one or more of the purposes as specified in Section 501(c)(3) of the
Internal Revenue Code, including for such purposes, educating the creators
and custodians of records and the public at large about the significance
of the nation's documentary heritage, ensuring the proper care of historical
records by public and private entities nationwide, and facilitating access
to and use of these records.
ARTICLE III
A corporation may have one or more classes of members. If it does,
the designation of such classes, the manner of election or appointments,
the duration of membership and the qualification and rights, including
voting rights,
of the members of each class, may be set forth in the by-laws of the
corporation or may be set forth below:
The
membership provisions of this Corporation shall be stated in the Bylaws
of this Corporation.
ARTICLE IV
**Other lawful provisions, if any, for the conduct and regulation of
the business and affairs of the corporation, for its voluntary dissolution,
or for limiting, defining, or regulating the powers of the corporation,
or of its Directors or members, or of any class of members, are as follows:
A.
Tax-Exempt Provisions
1.
This 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. 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.
2.
No part of the assets of the corporation and 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 Two.
3.
No substantial part of the activities of the corporation shall be the
carrying on of propaganda, or otherwise attempting to influence legislation
except to the extent that the corporation makes expenditures for purposes
of influencing legislation in conformity with the requirements of Section
501(h) of the Internal Revenue Code; and the corporation shall not participate
in, or intervene in (including the publishing or distributing of statements),
any political campaign on behalf of or in opposition to any candidate
for public office.
4.
Except as may be otherwise required or permitted by law, the corporation
may at any time authorize a petition for its dissolution to be filed with
the Supreme Judicial Court of the Commonwealth of Massachusetts pursuant
to Section 11 A of Chapter 180 of the Massachusetts General Laws by the
affirmative vote of a majority of the directors of the corporation then
in office; provided, however, that in the event of any liquidation, dissolution,
termination, or winding up of the corporation (whether voluntary, involuntary,
or by operation of law), the property or assets of the corporation remaining
after providing for the payment of its debts and obligations shall be
conveyed, transferred, distributed, and set over outright to one or more
educational, charitable, religious or literary institutions or organizations,
created and organized for non-profit purposes similar to those of the
corporation, contributions to which non-profit institutions of organizations
are deductible under Section 170(c) of the Code and which qualify as exempt
from income tax under Section 501(c)(3) of such Code as such sections
may, from time to time, be amended or added to or under any successor
sections thereto, as a majority of the total number of the directors of
the corporation may by vote designate and in such proportions and in such
manner as may be determined in such vote; provided, further, that the
corporation's property may be applied to charitable, religious, literary
or educational purposes in accordance with the doctrine of cy pres in
all respects as a court having jurisdiction in the premises may direct.
5.
In any taxable year in which the corporation is a private foundation as
described in IRC section 509(a), the organization shall distribute its
income for said period at such time and manner as not to subject it to
tax under IRC section 4942, and the organization shall not: (a) engage
in any act of self-dealing as defined in IRC section 4941(d); (b) retain
any excess business holdings as defined in IRC section 4943(c); (c) make
any investments in such a manner as to subject the organization to tax
under IRC section 4944; or (d) make any taxable expenditures as defined
in IRC section 494S(d) or corresponding provisions of any subsequent federal
tax laws.
B.
Other Lawful Provisions
1.
The corporation shall have the following powers in furtherance of its
corporate purposes:
(a)
The corporation shall have perpetual succession in its corporate name.
(b)
The corporation may sue and be sued.
(c)
The corporation may have a corporate seal which it may alter at its
pleasure.
(d)
The corporation may elect or appoint directors, officers, employees
and other agents, fix their compensation and define their duties and
obligations.
(e)
The corporation may purchase, receive or take by grant, gift, devise,
bequest or otherwise, lease, or otherwise acquire, own, hold, improve,
employ, use and otherwise deal in and with, real or personal property,
or any other interest therein, wherever situated, in an unlimited amount.
(f)
The corporation may solicit and receive contributions from any and all
sources and may receive and hold, in trust or otherwise, funds received
by gift or bequest.
(g)
The corporation may sell, convey, lease, exchange, transfer or otherwise
dispose of, or mortgage, pledge, encumber or create a security interest
in all, or any of its property, or any interest therein, wherever situated.
(h)
The corporation may purchase, take, receive, subscribe for, or otherwise
acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer,
or otherwise dispose of, mortgage, pledge, use and otherwise deal in
and with, bonds and other obligations, shares, or other securities or
interests issued by others, whether engaged in similar or different
business, governmental, or other activities.
(i)
The corporation may make contracts, give guarantees in furtherance of
its corporate purposes and incur liabilities, borrow money at such rates
of interest as the corporation may determine. issue its notes, bonds
and other obligations, and secure any of its obligations by mortgage,
pledge or encumbrance of, or security interest in. all or any of its
property or any interest therein, wherever situated.
(j)
The corporation may lend money, invest and reinvest its funds, and take
and hold real and personal property as security for the payment of funds
so loaned or invested.
(k)
The corporation may do business, carry on its operations, and have offices
and exercise the powers granted by Massachusetts General Laws, Chapter
180. in any jurisdiction within or without the United States, although
the corporation shall not be operated for the primary purpose of carrying
on for profit a trade or business unrelated to its tax exempt purposes.
(1)
The corporation may pay pensions, establish and carry out pensions,
savings, thrift and other retirement and benefit plans, trusts and provisions
for any or all of its directors, officers and employees.
(m)
The corporation may make donations in-such amounts as the members or
directors shall determine, irrespective of corporate benefit, for the
public welfare or for community fund, hospital, charitable, religious,
educational, scientific, civic, or similar purposes, and in time of
war or other national emergency in aid thereof, provided that; as long
as the corporation is entitled to exemption from federal income tax
under Section 501(c)(3) of the Internal Revenue-Code, it shall make
no contribution for other than religious, charitable, scientific, testing
for public safety, literary or educational purposes or for the prevention
of cruelty to children or animals.
(n)
The corporation may be an incorporator of other corporations of any
type or kind.
(o)
The corporation may be a partner in any enterprise which it would have
power to conduct by itself.
(p)
These Articles may be altered, amended or repealed and new Articles
adopted by the affirmative vote of two-thirds of the entire Board of
Directors at a meeting of the Board of Directors. Notice of the meeting
setting forth the proposed amendment or a summary of the changes to
be effected thereby shall be given to each director at least ten (10)
days prior thereto by written notice delivered personally or sent by
mail to each director at his or her address as shown by the records
of the Corporation. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail so addressed, with postage
thereon paid.
(q)
Meetings of the members may be held anywhere in the United States.
(r)
The corporation shall, to the extent legally permissible and only to
the extent that the status of the corporation as an organization exempt
under Section 501(c)(3) of the Internal Revenue Code is not affected
thereby, indemnify each of its directors, officers, employees and other
agents (including persons who serve at its request as directors, officers,
employees or other agents of another organization in which it has an
interest) against all liabilities and expenses, including amounts paid
in satisfaction of judgments, in compromise or as fines and penalties,
and counsel fees, reasonably incurred by him in connection with the
defense or disposition_ of any action, suit or other proceeding, whether
civil or criminal, in which he may be involved or with which he may
be threatened, while in office or thereafter, by reason of his being
or having been such a director, officer, employee or agent, except with
respect to any matter as to which he shall have been adjudicated in
any proceeding not to have acted in good faith in the reasonable belief
that his action was in the best interests of the corporation; provided,
however, that as to any matter disposed of by a compromise payment by
such director, officer, employee or agent, pursuant to a consent decree
or otherwise, no indemnification either for said payment or for any
other expenses shall be provided unless such compromise shall be approved
as in the best interests of the corporation, after notice that it involves
such indemnification:
1)
by a disinterested majority of the directors then in office;
2)
by a majority of the disinterested directors then in office, provided
that there has been obtained an opinion in writing of independent
legal counsel to the effect that such director, officer, employee
or agent appears to have acted in good faith in the reasonable belief
that his action was in the best interests of the corporation; or
(3)
by a majority of the disinterested members entitled to vote, voting
as a single class.
Expenses,
including counsel fees, reasonably incurred by any such director, officer,
employee or agent in connection with the defense or disposition of any
such action, suit or other proceeding, may be paid from tine to time
by the corporation in advance of the final disposition thereof upon
receipt of an undertaking by such individual to repay the amounts so
paid to the corporation if he shall be adjudicated to be not entitled
to indemnification under Massachusetts General Laws, Chapter 180, Section
6. The right of indemnification hereby provided shall not be exclusive
of or affect any other rights to which any director. officer. employee
or agent may be entitled. Nothing contained herein shall affect any
rights to indemnification to which corporate personnel may be entitled
by contract or otherwise under law. As used in this paragraph, the terms
"directors, "officers. "employees", and "agents"
include their respective heirs, executors and administrators, and an
"interested director" is one against whom in such capacity
the proceeding in question or another proceeding on the same or similar
grounds is then pending.
(s)
No person shall be disqualified from holding office by reason of any
interest. In the absence of fraud, any director, officer, or member
of this corporation individually, or any individual having any interest
in any concern in which any such directors, officers, members, or individuals
have any interest, may be a party to, or may be pecuniarily or otherwise
interested in, any contract, transaction, or other act of this corporation,
and
(i)
such contract, transaction, or act shall not be in any way invalidated
or otherwise affected by that fact;
(ii)
no such director, officer, member, or individual shall be liable to
account to this corporation for any profit or benefit realized through
any such contract, transaction, or act; and
(iii)
any such director of this corporation may be counted in determining
the existence of a quorum at any meeting of the directors or of any
committee thereof which shall authorize any such contract, transaction,
or act, and may vote to authorize the same;
the
term "interest" including personal interest and interest as
a director, officer, stockholder, shareholder, trustee, member, or beneficiary
of any concern: the term "concern" meaning any corporation,
association, trust, partnership, firm, person, or other entity other
than this corporation.
(t)
The corporation shall have and may exercise all powers necessary or
convenient to effect any or all of the purposes for which the corporation
is formed; provided that no such power shall be exercised in a manner
inconsistent with Massachusetts General Laws, Chapter 180 or any other
chapter of the General Laws of the Commonwealth of Massachusetts; and
provided. further, that the corporation shall not engage in any activity
or exercise any power which would deprive it of any exemption from federal
income tax which the corporation may receive under Section 501(c)(3)
of the Internal Revenue Code.
(u)
All references herein:. (1) to the Internal Revenue Code shall be deemed
to refer to the Internal Revenue Code of 1986. as now in force or hereafter
amended; (2) to the General Laws of the Commonwealth of Massachusetts,
or any chapter thereof, shall be deemed to refer to said General Laws
or chapter as now in force or hereafter amended: and (3) to particular
sections of the Internal Revenue Code or the General Laws of the Commonwealth
of Massachusetts shall be deemed to refer to similar or successor provisions
hereafter adopted.
ARTICLE V
The by-laws of the corporation have been duly adopted and the initial
Directors, president,
treasurer and clerk or other presiding, financial or recording officers,
whose names are
set out on the following page, have been duly elected.
ARTICLE VI
The effective date of organization of the corporation shall be the
date approved and
filed by the Secretary of the Commonwealth. If a later effective date
is desired,
specify such date which shall not be more than thirty days after the date
of filing.
ARTICLE VII
The information contained in Article VII is not a permanent part of
the Articles of Organization.
a.
The street address of the principal office of the corporation in Massachusetts
is:
Council
of State Historical Records Coordinators, c/o Massachusetts State Archives,
220 Morrissey Boulevard, Boston, MA 02125
b.
The name, residential address and post office address of each director
and officer of the corporation is as follows:
NAME
/ ADDRESS
President:
Walter P. Gray State Archivist
California State Archives
1020 O Street, Sacramento, CA 95814
Telephone: 916-653-8099; Fax: 916-653-7134
E-mail: wgray@ss.ca.gov
Treasurer:
Timothy Slavin State Archivist and Records Administrator
Delaware Public Archives
Hall of Records, 121 Duke of York Street,
Dover, DE 19901
Telephone: 302-739-5318; Fax: 302-739-2578
E-mail: tslavin@state.de.us
Clerk:
H. T. Holmes Director
Mississippi Archives and Library Division
P.O. Box 571, Jackson, MS 39205-0571
Telephone: 601-359-6877; Fax: 601-359-6964
E-mail: hholmes @mdah.state.ms.us
Directors:
(or officers having the powers of Directors)
Wendy E. Bredehoft, Director
Division of Cultural Resources, Barrett Building
2301 Central, Cheyenne, WY 82002
Telephone: 307-777-7013; Fax: 307-777-3543
E-mail: wbrede@state.wy.us
James S. Henderson, State Archivist
Maine State Archives State House, Station 84, Augusta, ME 04333
Telephone: 207-287-5793; Fax: 207-287-5739
E-mail: james.henderson@state.me.us
Peter Gottlieb, State Archivist
Wisconsin Historical Society
816 State Street, Madison, WI 53706
Telephone: 608-264-6480; Fax: 608-264-6486
E-mail: pgottlieb@whs.wisc.edu
c.
The fiscal year of the corporation shall end on the last day of the month
of December.
d.
The name and business address of the Resident Agent of the Corporation
is:
William
Milhomme, Deputy Coordinator and Field Archivist
Massachusetts Historical Records Advisory Board
Massachusetts Archives at Columbia Point
220 Morrissey Blvd., Boston, MA 02125
Telephone: 617-727-2816
E-mail: William.Milhomme@sec.state.ma.us
I/We,
the below signed incorporator(s), do hereby certify under the pains and
penalties of perjury that I/we have not been convicted of any crimes relating
to alcohol or gaming within the past ten years. I/We do hereby further
certify that to the best of my/our knowledge the above-named officers
have not been similarly convicted. If so convicted, explain.
IN
WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose
signature(s) appear below as incorporator(s) and whose name(s) and business
or residential address(es) are clearly typed or printed beneath each signature,
do hereby associate with the intention of forming this corporation under
the provisions of General Laws, Chapter 180 and do hereby sign these Articles
of Organization as incorporator(s) this 10th day of May, 2002.
[signed
by H.T. Holmes, clerk of the corporation.] |
