Articles of Incorporation
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MILO ANDRUS FAMILY ORGANIZATION, INC.
The within Amended and Restated Articles of Incorporation contain amendments made to the Articles of Incorporation of Milo Andrus Family Organization adopted by the members of the organization at the annual meeting of the members and the Board of Directors held June, 2003. The number of votes cast by the members and the Board was sufficient for approval by the members of the Board. The amendments are set forth below.
We, the undersigned natural persons of the age of twenty-one (21) years or more acting as incorporators of a non-profit corporation under the Utah Business Corporation Act, and acts amendatory or successor thereto including the Utah Revised Non-Profit Corporation Act, adopt the following Articles of Incorporation for such corporation.
The name of this nonprofit corporation is MILO ANDRUS FAMILY ORGANIZAION, INC.
2. Nonprofit Corporation.
This corporation is a nonprofit corporation previously organized under the provisions of the Utah Business Corporation Act and amendments and successors thereto including the Utah Revised Non Profit Corporation Act.
This nonprofit corporation shall have perpetual duration unless sooner dissolved, as provided by law.
The purposes of this nonprofit corporation shall include: (1) To provide genealogical research. (2) To maintain a record of Milo Andrus, his wives, ancestry and posterity. (3) To disseminate information relating to the ancestry and posterity of Milo Andrus.
The corporation is organized and operated exclusively for charitable and educational purposes, and exclusively in furtherance of such purposes and shall carry out and promote only such activities and projects as are consistent with these articles.
To achieve the specific purposes listed above, this nonprofit corporation shall hav all power to perform those functions authorized for nonprofit corporations by all Utah law relating to nonprofit corporations, including but not limited to the Utah Revised Nonprofit Corporation Act and all law preceding, successory and amendatory thereto and within the function of organizations that qualify for federal and state tax exemption laws.
In furtherance of these objectives, this organization may distribute of its assets to organizations that qualify as exempt organizations under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or corresponding provision of any subsequent and/or future United States Internal Revenue or related law). Notwithstanding any other provision of the within Articles, this organization shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this organization.
The corporation my have eleven members consisting of one representative from each of the wife-lines of Milo Andrus to be selected by whatever means the descendents of each of the wife-lines of Milo Andrus determine.
6. Registered Agent and Office.
The name of the present registered agent and the address of the present initial registered office of the corporation is: Donald R. Andrus, Brigham City, UT
The affairs of the corporation shall be conducted by a Board of Directors of not less than three (3) nor more than sixteen (16) members, the exact number of which shall, from time to time, be fixed by the Bylaws. The terms of the directors shall be staggered by dividing the initial board of directors into two groups. The first group shall consist of all even numbered directors as set forth above and the second group shall consist of all odd numbered directors as set forth above. The terms of the office for the several groups need not be uniform. The term of the first group shall expire July 1, 2005. The term of the second group shall expire July 1, 2007. Upon the termination of the above named terms, the successor directors shall serve for terms of four years.
8. Nonprofit Status.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons. Not withstanding 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)(6) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future Untied States Internal Revenue Law).
Dissolution shall occur upon the vote of a majority of directors. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as such court shall determine, which are organized and operated exclusively for such purposes.