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HomeMy WebLinkAboutBozeman Public Library, Affidavit , ""JC'-2S - 3M SETS - 5-81 , , . .':fRJiiK2 "'RTCRAFT PRINTl'RS , t \)\ t\\t ~C(rftflrl! Of 0~\~;'>;'.",J.. ~tQte v:r ~:.Il:.m ~~~~lE ~!r rIJGll~&R6\ - ---'- . .- ~", ,., ' )' ./'.' . ,. -. .- .' " j",".", /- ".-: ,.. ~ -- -:::. . , ~ , ., . CERTIFICATE OF INCORPORATION I, JIM WALTERMIRE, Secretary of State of the State of Montana, do hereby certify that duplicate originals of Articles of Incorporation for the incorporation of BOZEMAN PUBLIC LIBRARY FOUNDATION, INC. duly executed pursuant to the provisions of Section 35-2-201 Montana Code Annotated, have been received in my office and found to conform to law. NOW, THEREFORE, I, JIM WALTERMIRE, as such Secretary of State, by virtue of the authority vested in me by law, hereby issue this Certificate of Incorporation to BOZEMAN PUBLIC LIBRARY FOUNDATION, INC. and attach hereto a duplicate original of the Articles of Incorporation. IN WITNESS WHEREOF, I have here- unto set my hand and affixed the Great Seal of the State of Montana, at Helena, the Capital, this 9th day of (~lY A..P, 1 . \ -' ~ =ERMIRE --' ( Sec~ tary of State , I I " i J -,-- .. -, " . ARTICLES OF INOJRroRATION BOZEMAN PUBLIC LIBRARY FOUNDATION, INC. 220 East Lanune, Bozeman, Montana '.~.. ....'{ '1 f ", 'j r ,'. .' j STATE OF' MONTANA fiLED JUl 9 - 1982 JIM WALTERMIRE SECRETARY OF STATE sr-r(})~____ ..)/1) ').'rf-vv. . .,~) v ""\ .JV d'""-' - I . . . ARTICLES OF INCORroRATION BOZD1AN' PUBLIC LIBRARY FOUNDATION, INC. Table of Contents Article Title Page I Intent and Name 1 II Duration 1 III Purpose 1 IV Distribution of Assets 1 V Registered Office/Agent 1 VI Directors 2 VII Incorporators 2 VIII By-Laws 2 IX Amendment 3 .. , " . ARTICLES OF INCORroRATION OOZEMAN PUBLIC LIBRARY FOUNDATION, INC. 220 EAST LAMME, roZEMAN, r-DNTANA ARTICLE I INTENT AND NAME It is the intent of these Articles of Incorporation to establish, as a non-profit corporation, which shall be known as the OOZEMAN PUBLIC LIBRARY FOUNDATION, INC. ARTICLE II DURATION The period of duration of the Bozeman Public Library Foundation, Inc., is perpetual. ARTICLE III PURroSE The purpose of the Bozeman Public Library Foundation, Inc. shall be to receive, administer and disburse funds, grants, bequests and gifts for the benefit of the Bozeman Public Library, its collections and facilities, but exclusive of its operating expenses, such being the responsibility of the City of Bozeman to fund. ARTICLE IV DISTRIBtrrION OF ASSErS In the event of dissolution or liquidation of the Bozeman Public Library Foundation, Inc. , there shall be no distribution of any of the Foundation's assets to any member or member of the Board of Directors and according to the provisions of 26 u.S.C. 50l(c) any assets then held shall be delivered to the Board of Trustees, Bozeman City Library, to be used for the benefit of the Bozeman City Library as described in Article III. ARTICLE V REGISTERED OFFICE/AGENT The address of the registered office of the Bozeman Public Library Foundation, Inc. is 220 East Larmne, Bozernan, Montana 59715. The name of the initial registered agent of the Bozeman City Library Foundation, Inc. is Margaret Hileman, Librarian, Bozeman Public Library, 220 E. Lanme, Bozeman, Montana 59715. -' . , , . " , ARTICLE VI DIREC.'IORS The business and assets of the Bozeman City Library Foundation, Inc. shall be managed and directed by the Foundation Board of Directors, numbering five voting members and two non-voting advisory members. Non voting members shall be appointed by the Bozeman City Library Board of Trustees, who will represent, respectively, the Bozeman City Library Staff and the Bozeman City Library Board the names and addresses of the initial voting members of the Board of Directors are: Linda J. Bruwelheide, 1202 Holly Drive, Bozeman, Montana - 3 year term Herbert S. Kink, 1511 W. Babcock, Bozeman, Montana - 2 year term George Mattson, 47 Hitching Post Road, Bozeman, Montana - 3 year term Jeanne Roby, 611 South Tracy, Bozeman, Montana, 2 year term Doug Tillett, 2012 South Rouse, Bozeman, Montana, 2 year term ARTICLE VII INOORroRA'lORS Names and addresses of the incorporators of the Bozeman City Library Foundation, Inc., who are respectively the President and Vice President of the Friends of the Gallatin Libraries, are: Patricia W. Tietz, 2310 Spring Creek Dr., Bozeman, Montana (President - Friends of the Gallatin Libraries) Charles Ramp, 1415 South Black, Bozeman, Montana (Vice President - Friends of the Gallatin Libraries) ARTICLE VIII BY-LAWS By-Laws establishing operating procedures for the Bozeman City Library Foundation, Inc. shall be published separately from these Articles of Incorporation, hOt/ever, whenever a By-Law is inconsistent with these Articles of Incorporation, the provision of the Articles of Incorporation shall prevail. By-Laws shall be in conformance with all provisions of Chapter 35, Montana Code Annotated, which deal with incorporation and operation of a non- profit corporation. -2- - " , . , ., ~ ; ARTICLE IX AMENJ::1t1ENT These Articles may be amended by a vote of not less than four (4) of the five (5) voting members of the Foundation Board of Dirctors at any regular or special meeting caled for that purp:>se and upon filing fully executed copies of Amended Articles with the office of the Secretary of State of the State of Montana. SIGNATURE OF INCORroRA'IORS: .-"' \?~""\ ~, \; , , . \\.;\'Z..-. ....... ".,.. PATRICIA W. TIETZ ) ~ I / y"i, ; ~ I: " I/O .,l /,' . j :.r. ",1'/ ' I' · f . ' . ~ '" 'y." ,/ r I __ , 0iARLES RAMP I lJ STATE OF MONTANA ) : ss. County of Gallatin ) , tit On this l.; day of , 1982, before me the undersigned Notary Public in and for th f Montana, personally appeared PATRICIA W. TIETZ and CHARLES HA..lI1P , nown to me to be the persons whose names are subscribed to the within instrument and they acknowledged to me that they executed the same. IN WITNESS WHERIDF I have, hereunto set my hand and seal on the day and year first above written. ~ Notary Pub1i Residing at My Carmission -3- ...~ - - - _______________ _____n__ O;)NI 'NOlJiiGNOOd li.~I'l ;)I'lffild ~ZOO ..3:0 SM\ll-xg ,~ ," .' " BY-LAWS OF BOZElo1AN PUBLIC LIBRARY FOUNDATION, INC. Table of Contents Article Title Page I Name, Registered Office 1 II PurI.X>se 1 III Directors/Officers 1 IV Fiscal Year 3 V Annual ReI.X>rts 3 VI Action in Lieu of a Meeting 3 VII Amendments 3 VIII Liability 4 . . . BY-LAWS OF OOZEMAN PUBLIC LIBRARY FOt.JNDATION, INC. ARTICLE I NAME, RmISTERED OFFICE 1. Name. The name of this non-profit corporation shall be the: OOZEMAN PUBLIC LIBRARY FOUNDATION, INC. 2. Registered Office. The registered office of the corporatin shall be the Bozenan Public Library, 220 East Lamme, Bozanan, Montana 59715. ARTICLE II PURroSE The purp::lse of this corporation shall be to receive, administer and disburse funds, grants, bequests and gifts for the benefit of the Bozeman Public Library, its collections and facilities. It is not the purpose of the corporation to accept monies to be used for the operating expenses of the Library, such expenses properly being the concern and obligation of the City of Bozeman. ARTICLE III DIRECTORS/OFFICERS l. Management. The business and assets of the corporation shall be managed and controlled by the Board of Directors. There shall be five (5) Directors with all voting pri vileges and two advisory Directors, representing respectively, the Library Staff and the Bozeman City Library Board who shall be appointed by the Bozeman City Library Board. Advisory members of the Board of Directors shall be non-voting members. 2. Meetings. Meetings of the Board of Directors shall be held quarterly at a time and place designated by the President. Special meetings may be called from time to time by the President, the Vice President, or any three members of the Board of Directors. A quorum, consisting of three (3) voting Directors, will be required for business to be transacted. 3. Notice of Meetings. Notice of regular meetings shall be given by the Secretary. Notice of Special Meetings may be given by the officer or Directors calling the Special Meeting and shall state the purpose thereof. Notice may be by telephone or mail and given not less than seven (7) days before the meeting, unless the meeting is considered to be of an emergency nature when the required notice period may be waived. , ' . : 4. Terms. The term of office of members of the Board of Directors shall be for three (3) years, except that of the first Directors to assume office, three shall serve two (2) year terms and two shall serve three (3) year terms . Non-voting advisory members, selected by the Bozanan City Library Board shall serve one (1) year terms. Directors may serve no more than two (2) full and successive terms. A Director selected to fill a Board vacancy may only serve for the duration of the unexpired partin of his/ her predecessor I s term and may then be eligible for a full term. 5. Afpointrnents. Initial appointments to the Board of Directors will be made by the Friends of Gallatin Libraries, as the agency sp:msoring incorp:>ration of the Bozeman City Library Foundation. All subsequent afPOintments to the Board of Directors shall be by majority vote of the Directors, a quorum being present. 6. Officers. The Board of Directors shall elect fram its membership a President, Vice President, Secretary and Treasurer. Terms of these officers shall be for one (1) year with elections being held at the first meeting of each calend:r year. Tbe duties shall be those generally considered those of the office. 7. Cc:mnittees. The President shall appoint such coorni ttees as are authorized by the Board of Directors for carrying out its purposes. 'tWo members of each such corrmi ttee shall be members of the Board of Directors; remaining corrmittee members need not be Board manbers. 8. Authority and Power: The Board of Directors shall have authority and power for: a. amending, altering or repealing the By-Laws; b. electing, afPOinting or removing any member of any such committee or any officer or director of the corporation; c. amending the articles of incorporation, restating articles of incorporatin, adopting a plan of merger, or adopting aplan of consolidation with another corporation; d. authorizing the sale, lease, exctange or mortgage of all or substantially all of the property and assets of the corporation; e. authorizing the voluntary dissolution of the corporatin or revoking proceedings therefor; f. adopting a plan for the distribution of the assets of the corporation; g. amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee; h. carrying out any, and all pur];X>ses of the Foundation. -2- .' .' . . : . 9. Compensation. Directors shall not receive canpensation for their services, but bona fide expenses, as approved by a majority of the Directors, may be paid from corporatin assets. However, no Director of officer will have . any right or entitlement to any asset of the corIX>ration. 10. Bonding. The Board of Directors may, at its discretion, require bonding of the Treasurer or any other officer having custody of corporation assets or property. Bonding costs may be paid from corporation assets. 11. Removal of Directors. Upon a majority vote of the Directors, a quorum being present, a Director may be removed from the Board of Directors for cause. Absence from three (3) consecutive meetings of the Board of Directors may be considered cause for removal. ARTICLE IV FISCAL YEAR The fiscal year of the corporation shall begin on July 1st of each year and end on June 30th. ARTICLE V ANNUAL REroRTS l. Filing. An annual report shall be filed with the office of the Secretary of State of the State of Montana in the manner and form as prescribed by Chapter 35, Montana Code Annotated. 2. Distribution. Annual reports shall be made available to the Bozeman Public Library Board, the Bozeman Public Library and the Friends of the Gallatin Libraries. The copy of the annual report on file at the Bozeman Public Library shall be made available to any interested person. ARTICLE VI ACI'ION IN LIEU OF A MEETING Any action which may be taken at a meeting of the Board of Dirctors may be taken without a meeting if a consent, in writing, setting forth the action so taken shall be signed by all of the Directors entitled to vote with respect to the subject of the action taken. ARTICLE VII AMENI:MENTS The Board of Directors shall have the p:1W'er to amend the By-Laws of the corporation, by majority vote, a quorum being present, providing proposed changes are presented to all Directors at least two (2) weeks (14 days) before the Board meeting at which such amenclnent is to be considered. -3- . .' , . . .' . : . ARTICLE VI II LIABILITY As provided in Chapter 35-2-411, Montana Code Armota ted, the Directors, officers and employees of the corporatin shall not, as such, be liable for its obligations. Dated this 5r1J day of (Jt!...ToAIF..R , 1982. OOARD OF DIRECIORS: -4- . , . . ;. . , .' . , , : , STATE OF MONTANA F ! LED AMENJ:>>1ENI' 'ill 'IRE AU;3 :~~) 1383 ARTICLFS OF INCORroRATION BOZ.D1AN PUBLIC LIBRARY FCX.JNl)tI.TION, INC. JIM WALTERMIRE 220 EAST LAMME, BOZmAN, roNTANA SECRETARY OF STATE ~ I' fi I ~,vc~~~~? _ I.. , \) The lU1dersigned, being the President and the Secretary of the Bozerran~' j Public Library FOlU1dation, Inc., a Hontana Non-Profit Coq;oration, as filed' with the Montana Secretary of State's Office on July 9, 1982 have been, and herewith are, amended in the following manner: A. Articles III and IV shall be stricken in their entirety and replaced with the following Articles III and rv. ARTICLE III PURroSE The purpose of the Bozeman Public Library FOlU1dation, Inc. shall be to receive, administer and disburse flU1ds, grants, bequests and gifts for the benefit of the Bozeman Public Library, its collections and facilities, but exclusive of its operating expenses, such being the responsibility of the City of Bozeman to flU1d. This cor};X>ration is organized exclusively for charitable or educational purposes within the meaning of Section SOl (c) (3) of the Internal Revenue Code. Nothwitbstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be car tied on by an organization exempt. from Federal income tax lU1der Section SalCe) (3) of the Internal Revenue Code. ARTICLE rv DISTRIBUTION OF ASSETS Ur:x>n the winding up and dissolution of this corr:x>ration, after p;l.ying or adequately providing for the debts and obligations of the coq:oration, the remaining assets shall be distributed to the Board of Trustees, Bozeman City Library. However, if the named recipient is not then in existence or is no longer exempt from Federal income tax, or is unwilling or unable to accept the distribution, then the assets shall be distributed to an organization which has established its tax exempt status lU1der Section 501 (c) (3) of the Internal Revenue Code. This corr:x>ration is not organized for profit, and no part of the net earnings shall inure to the benefit of any private shareholder. B. Except as specifically emended and changed hereinabove, the said Articles of Incorporation of Bozeman Public Library FOlU1dation, Inc. as initially filed with the Montana Secretary of state's office on July 9, 1982 shall remain unchanged, current and in full force and effect. As per the terms of the Articles of Incoqx)ration and the By-LawS of the Corporation, and in a:>mpliance with the provisions of .MeA 35-2-208 (4), there are no members entitled to vote on such amendment. . . . . . _.' ," I . .. . , On the 27th day of July , 1983, the above amendment to the Articles of Incorporation of Bozeman Public Library Foundation, Inc. was aR;>roved and adopted unanimously by the members of the Foundation Board of Directors. The undersigned, being the President of the Bozeman Public Library Foundation, Inc. and as attested to by the Secretary herewith certifies that the above amendment to the Articles of Incorporation of the Bozeman Public Library Foundation have been adopted and duly approved in accordance with Article IX of the said Articles of Incorporation and approved by the member s thereof. DATED this 27th day of July , 1983. =~ ~ << ....././</".,/ ~.. '. n........ ;:-/. WP(;~r--- Secretary STATE OF l-l)NTANA ) : ss. COunty of Gallatin ) On this 27th day of July , 1983, before me the undersigned Notary Public in and for the state of Montana, parsonally appeared Douqlas F. Tillett and Georqe Mattso9 known to me to be the parson whose name 5 :Ys. are subscribed to the within instrument and they acknowledged to me that they executed the same. rn WITNESS WHERroF I have hereunto set my hand and seal on the day and year first above written. ~\/C__ tCclL ~) tc~JJc- Notary Public for the State of Montana Residing at My Corrmission ExP'f,tie$1F Pl;lil.TC {or I;'. :-;,,,,. oj ;\1olllanCl Up!idinn C1.t lio:;t!iri,(':'ll, jllOli..,~nl1 M, Commio.i"" .XpttfO /II/Y :.!J. l'.Jo-l.