Articles of Incorporation

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Contents

[edit] PREAMBLE

The undersigned incorporators, natural persons 18 years of age or older, in order to form a corporate entity under Oregon Revised Statutes Chapter 65, adopt the following articles of incorporation.

[edit] ARTICLE I NAME/REGISTERED OFFICE AND AGENT

The name of this corporation shall be: bRainSilo. The corporation's initial registered office is located at: 611 N Tillamook St, Portland, OR 97227. The initial registered agent is Nick Jacobsen.

[edit] ARTICLE II PURPOSE

This public benefit corporation is organized exclusively for charitable literary, scientific, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that also qualify as Section 501(c)(3) exempt organizations. To this end, the corporation's primary objective is to sustain an environment where people can educate themselves and others in order to create and expand junctions of technology, art, science, and culture.

Subject to and within the limits of such purposes, the corporation shall:

  1. Build and maintain spaces suitable for technical, artistic, and social collaboration.
  2. Collaborate on all forms of technology, culture, and craft in new and interesting ways.
  3. Apply the results of its work to specific charitable, cultural, educational, and scientific causes.
  4. Freely share its research and discoveries, using what is learned to teach others.
  5. Recruit and develop talented members dedicated to these purposes.

All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.

[edit] ARTICLE III LIMITATIONS

At all times the following shall operate as conditions restricting the operations and activities of the corporation:

1. No part of the net earnings of the corporation shall inure to any member of the corporation not qualifying as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, nor to any Director or officer of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation shall pay for services actually rendered to the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the corporation;

2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office; and

3. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.

4. The corporation shall not lend any of its assets to any officer or director of this corporation, or guarantee to any person the payment of a loan by an officer or director of this corporation.

[edit] ARTICLE IV DIRECTORS/MEMBERS

The corporation may (but need not) have voting members, and such membership, if any, and classes thereof, shall be as defined in the corporation's bylaws. The management and affairs of the corporation shall be at all times under the direction of a Board of Directors, whose operations in governing the corporation shall be defined by statute and by the corporation's by-laws. No member or Director shall have any right, title, or interest in or to any property of the corporation.

The corporation's first Board of Directors shall be comprised of the following natural persons:

Nick Jacobsen 325 NE Stafford St Portland, OR 97211

Seth Woolley 3403 NE Stanton St Portland, OR 97212

Marlin Pohlman 5527 NE Mallory St Portland, OR 97211

[edit] ARTICLE V DEBT OBLIGATIONS AND PERSONAL LIABILITY

No member, officer or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers or Directors be subject to the payment of the debts or obligations of this corporation.

[edit] ARTICLE VI DISSOLUTION

Upon the time of dissolution of the corporation, assets shall be distributed by the Board of Directors, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent 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 said Court shall determine, which are organized and operated exclusively for such purposes.

[edit] ARTICLE VII INCORPORATORS

The incorporators of this corporation are:

Nick Jacobsen 325 NE Stafford St Portland, OR 97211

Seth Woolley 3403 NE Stanton St Portland, OR 97212

Marlin Pohlman 5527 NE Mallory St Portland, OR 97211

The undersigned incorporators certify both that they execute these Articles for the purposes herein stated, and that by such execution, they affirm the understanding that should any of the information in these Articles be intentionally or knowingly misstated, they are subject to the criminal penalties for perjury set forth in Oregon Revised Statutes 162.065 as if this document had been executed under oath.


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