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Arizona Corporation Commission - RECEIVED: 12/10/2019 Arizona Corporation Commission - FILED: 11/4/2019
ARTICLES OF INCORPORATION of Casa Grande Art Association, Inc,
An Arizona Nonprofit Corporation
The undersigned, acting as incorporator of a nonprofit corporation under the Arizona Nonprofit Corporation Act ("ANCA"), Arizona Revised Statutes Sections 10-3101 through 10 11702, hereby adopts the following Articles of Incorporation for such corporation:
ARTICLE I NAME
The Name of the Corporation is Casa Grande Art Association, Inc. The corporation shall hereafter be referred to as the "Corporation."
ARTICLE II PURPOSE AND CHARACTER OF AFFAIRS
The purpose for which this Corporation is organized is the transaction of any and all lawful business for which nonprofits may be incorporated under the laws of the State of Arizona, as they may be amnended from time to time. The Corporation is organized and shall be operated exclusively for the promotion of the arts within the meaning of I.R.C. $ 501(c)(3). The Corporation intends to act as a broad based supporter and promoter of all of the arts in the Corporation's relevant geographic area. The Corporation will develop local interest and community support and appreciation for arts education, arts in the economy and act as a "one stop shop" for information for the general public about the various arts communities, the respective interests and artistic endeavors of the various groups and to develop and implement a coordinated voice for artistic activities in the area. The Corporation may carry out its purposes directly or by making gifts, grants or other payments to other qualifying organizations. In these Articles, the term "I.R.C." means the Internal Revenue Code of 1986 and references to provisions thereof are to such provisions as they are from time to time amended and to corresponding provisions of any future United States Internal Revenue Law.
ARTICLE III ACTIVITIES AND RESTRICTIONS
Section 1. No dividends, liquidating dividends, or distributions shall be declared or paid by the Corporation to any private individual or officer or director of the Corporation.
Section 2. No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, unless by appropriate election a greater part is permitted without jeopardizing the Corporation's exemption under I.R.C. § 501(c)(3). The Corporation shall neither participate in, nor intervene in, any political
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campaign on behalf of (or in opposition to) any candidate for public office, including the publishing or distribution of any statements.
Section 3. No part of the net earnings or net income of the Corporation shall inure to the benefit of any private individual or officer or director of the Corporation, provided, however, that such a person may receive reasonable compensation for personal services rendered, or reimbursement for reasonable expenses incurred, which are necessary to carrying out the exempt purposes of the Corporation.
Section 4. Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under I.R.C. & 501(c)(3) or by corporate contributions which are deductible under I.R.C. Section 170(c)(2).
Section 5. Whenever the Corporation is a private foundation as defined in I.R.C. $ 509(a), the income of the Corporation shall be distributed at such time and in such manner as not to subject it to tax under I.R.C. & 4942 and the Corporation shall not engage in any act of self-dealing, or retain any excess business holdings, or make any taxable expenditures as defined in I.R.C. $ 4941(d), 4943(c) and 4945(d), respectively, or make any investments in such manner as to subject it to tax under I.R.C. $ 4944; or make any indemnification which would
give rise to a penalty excise tax under I.R.C. Chapter 42.
ARTICLE IV STATUTORY AGENT
The name, street address and mailing address of the initial statutory agent of the corporation is H. M. Gilbert, Jr., 421 East University Drive, Mesa, Arizona 85203.
ARTICLE V BOARD OF DIRECTORS
The number of persons to serve on the Board of Directors shall be fixed by the bylaws except that the initial Board of Directors shall consist of three (3) directors. The names and addresses of the persons who are to serve as the directors until the first annual election of directors or until their successors are elected and qualify are:
Edna Harris 1664 E. Florence Blvd. Suite 4-184 Casa Grande, AZ 85122
Jarrod Iversen 1664 E. Florence Blvd. Suite 4-184 Casa Grande, AZ 85122
Leah Kiser 1664 E. Florence Blvd. Suite 4-184 Casa Grande, AZ 85122
2
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ARTICLE VI INCORPORATOR
The name and address of the incorporator of the corporation is:
Leah Kiser 1664 E. Florence Blvd. Suite 4-184 Casa Grande, AZ 85122
All powers, duties and responsibilities of the incorporators shall cease at the time of delivery of these Articles of Incorporation to the Arizona Corporation Commission,
ARTICLE VII DISSOLUTION
In the event of the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, distributc all of the assets of the Corporation exclusively to one or more organizations then described in I.R.C. $ 170(c)2), 501(c)(3), 2055(a (2) and 2522(a)(2) having purposes substantially similar to those of the Corporation (except that no private foundation as defined by I.R.C. Section 509(a) shall be a recipient) or to one or more units or agencies of federal, state or local government to be used exclusively for public purposes, as the Board of Directors shall determine. Any of such assets not so distributed shall be distributed to one or more of such organizations as determined by the Superior Court of the county in which the principal office of the Corporation is then located.
ARTICLE VII DIRECTOR LIABILITY
To the fullest extent permitted by the Arizona Nonprofit Corporation Act ("ANCA"), Arizona Revised Statutes Sections 10-3101 through 10-11702 as the same exist or may be
no director of the Corporation shall be liable to the Corporation for monetary damages for any action taken or any failure to take any action as a director. No repeal, amendment or modification of this article, whether direct or indirect, shall eliminate or reduce its effect with respect to any act or failure to take any action as a director. No repeal, amendment or modification of this article, whether direct or indirect, shall eliminate or reduce its effect with respect to any act or failure to act of a director of the Corporation occurring prior to such repeal, amendment or modification.
ARTICLE IX INDEMNIFICATION
The Corporation shall, to the fullest extent permitted or required by Sections 10-3850 to 10-3858, inclusive, of the ANCA, including any amendments thereto (but in the case of any such amendment, only to the extent such amendment permits or requires the Corporation to provide broader indemnification rights than prior to such amendment), indemnify its current and former
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Directors, Officers, and agents against any and all Liabilities, and advance any and all reasonable Expenses, incurred thereby in any Proceeding to which any Director or Officer is a Party because such Director or Officer is a Director or Officer of the Corporation; provided, however, that the Corporation's obligation of indemnification shall be conditioned upon its receipt of prompt written notice of the threat or filing of an action, suit or proceeding as to which rights of indemnification are sought. The Corporation may indemnify its employees and authorized agents, acting within the scope of their duties as such, to the same extent as Directors or Officers hereunder. The rights to indemnification granted hereunder shall not be deemed exclusive of any other rights to indemnification against Liabilities or the advancement of Expenses which such Director or Officer may be entitled under any written agreement, board resolution, vote of the Members, the ANCA or otherwise. All capitalized terms used in this section and not otherwise defined herein shall have the meaning set forth in Section 10-3850 of the ANCA.
ARTICLE X PRINCIPAL ADDRESS
The street address of the known place of business of the corporation is:
1664 E. Florence Blvd. Suite 4-184 Casa Grande, AZ 85122
ARTICLE XI MEMBERS
The Corporation shall not have members.
(Signatures follow.)
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231day of
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EXECUTED this incorporator.
2019, by the
Signed: nh ki
Leah Kiser
Acceptance of Appointment by Statutory Agent
The undersigned, H. M. Gilbert, Jr., hereby acknowledges and accepts the appointment as statutory agent of the above named corporation effective this be day of Putovci , 2019. Signed: H.M.Strek
H. M. Gilbert, Jr.
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DO NOT WRITE ABOVE THIS LINE; RESERVED FOR ACC USE ONLY, CERTIFICATE OF DISCLOSURE
Read the Instructions 90031
1.
ENTITY NAME - give the exact name of the corporation in Arizona: Casa Grande Art Association, Inc.
M
2.2
2. FELONY/JUDGMENT QUESTIONS :
Has any person (a) who is currently an officer, director, trustee, or incorporator, or (b) who controls or holds over ten per cent of the issued and outstanding common shares or ten per cent of any other proprietary, beneficial or membership interest in the corporation been: 2.1
Convicted of a felony involving a transaction in securities,
consumer fraud or antitrust in any state or federal jurisdiction
Yes within the five year period immediately preceding the signing
O NO of this certificate? Convicted of a felony, the essential elements of which consisted of fraud, misrepresentation, theft by false pretenses or restraint of trade or monopoly in any state or federal jurisdiction within Yes! ONO the five-year period immediately preceding the signing of this
certificate? 2.3 Subject to an injunction, judgment, decree or permanent order
of any state or federal court entered within the five-year period immediately preceding the signing of this certificate, involving any of the following:
a. The violation of fraud or registration provisions of the
Yes No securities laws of that jurisdiction; The violation of the consumer fraud laws of that jurisdiction; The violation of the antitrust or restraint of trade laws of
that jurisdiction? 2.4 If any of the answers to numbers 2.1, 2.2, or 2.3 are YES, you MUST complete
and attach a Certificate of Disclosure Felony/Judgment Attachment form C004.
.....
3.1
3. BANKRUPTCY QUESTION:
Has any person (a) who is currently an officer, director, trustee, incorporator, or (b) who controls or holds over twenty per cent of the issued and outstanding common shares or twenty per cent of any other proprietary, beneficial or membership interest in the
0 Yes | O NO corporation, served in any such capacity or held a twenty per cent interest in any other corporation (not the one filing this Certificate) on the bankruptcy or receivership of the other
corporation? 3.2 If the answer to number 3.1 is YES, you MUST complete and attach a Certificate of
Disclosure Bankruptcy Attachment form C005.
C003.003 Ror. 10/2019
Arizona Corporation Commission - Corporations Division
Papa $ of 2
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IMPORTANT: If within 60 days of the delivery of this Certificate to the A.C.C. any person not included in this Certificate becomes an officer, director, trustee or person controlling or holding over ten per cent of the issued and outstanding shares or ten per cent of any other proprietary, beneficial or membership Interest in the corporation, the corporation must submit a SUPPLEMENTAL Certificate providing Information about that person, signed by all incorporators or by a duly elected and authortzed officer.
SIGNATURE REQUIREMENTS: | Inital Ceruricate of Disdosure:
Foreign corporations:
This Certificate must be signed by all incorporators. If more space is needed, complete and attach an Incorporator Attachment form C084. This Ceruricate may be signed by a duly authorized officer or by the Chairman of the Board of Directors. This Certificate must be signed by any 2 officers or directors.
Credit Unions and Loan Companies:
Harmo
Leah Kiser
Name 1664 e Florence Blvd #4-184
Maur
Adres
Address
Koiress 2 Casa Grande
AZ
85122 zip
State
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ZIP
JUNITED STATES
Country
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SIGNATURE - see Instructions C0031:
SIGNATURE - see Instructions C0031:
By typing or entering my name and checking the box marked "I accept below, I acknowledge under penalty of law that this document together with any attachments is submitted in compllance with Arizona law.
By typing or entering my name and checking the box marked "I accept below, I acknowledge under penalty of law that this document together with any attachments is submitted in compliance with Arizona law.
O I ACCEPT
O 1 ACCEPT
Tantura
Sinaturg
Leah Kiser
Printed mamma
Arintod Hamo
Date
REQUIRED - check only ona:
REQUIRED - chock only one:
Incorporator - I am an Incorporator of the corporation submitting this Certificate. officor - I am an officer of the corporation submitting this Certificate Chairman of the Board of Directors - I am the Chairman of the Board of Directors of the corporation submitting this Certificate. Director - I am a Director of the credit union or loan company submitting this Certificate.
Incorporator - I am an incorporator of the corporation submitting this Certificate. Officer - I am an officer of the corporation submitting this Certificate Chairman of the Board of Directors - I am the Chalrman of the Board of Directors of the corporation submitting this Certificate. Director - 1 am a Director of the credit union or loan company submitting this Certificate.
Visions it
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Fling Fee: None
Mall: Arizona Corporation Commission - Corporate Fitings Section
1300 W. Washington St., Phoenix, Arizona 85007 All fees are nonrefundable - see instructions.
Fax: 602-542-4100 PO 60 WOVE C Torrect
battery man op to the holesale noods of your business. All documents Mod with the Ataone Corporation Cormasion are pwork rucord and are open for purtaic Inspection If you have questions after reading the instructions, please ca0 602-542-3026 or (within Arizona only) 800-345-5819.
Artaone Corportton Cormalnon-Corporacions Ontston Rar: 10/2010
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