These Articles of Incorporation are signed by the incorporator for the purpose of forming a nonprofit corporation pursuant to the provisions of Act 162, Public Acts of 1982, as follows:
ARTICLE I
The name of the corporation is Michigan Government Finance Officers Association.
ARTICLE II
1. The purposes for which the corporation is organized are as follows:
(a) To operate and act exclusively for charitable, educational, and/or scientific purposes and/or to lessen the financial burdens of government, which may include, but shall not necessarily be limited to, improving the methods of local government finance; extending the movement for adequate procedures of accounting, budgeting and financial reporting by local government; encouraging the use of common terminology, classification and principles relating to these subjects; developing general principles of economy and efficiency in local governments; and bringing about the enlistment and training of qualified public officials and employees.
(b) To conduct any and all such activities and exercise any and all such powers as are necessary to the achievement of the foregoing and in furtherance of the purposes of the corporation.
2. Notwithstanding any other provision of these Articles, the corporation shall not carry on any activity not permitted to be carried on (i) by an organization which is described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent Federal tax laws (the "Code"), and which is exempt from Federal income tax under Section 501(a) of the Code or (ii) by an organization, contributions to which are deductible under Section 170(c)(2) of the Code.
3. No substantial part of the activities of the corporation shall be to carry on propaganda or otherwise attempt to influence legislation.
4. The corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or against any candidate for public office.
5. No substantial part of the activities of the corporation shall consist of providing commercial-type insurance.
ARTICLE III
1. The corporation is organized upon a nonstock basis.
2. The assets which the corporation possesses are:
Real Property - None
Personal Property - None
3. The corporation is to be financed by revenues from dues; the provision of educational and similar services; and possibly gifts, grants and contributions.
4. The corporation is organized on a membership basis.
ARTICLE IV
1. The address and the mailing address of the registered office is:
1675 Green Road P.O. Box 1487 Ann Arbor, Michigan 48106-1487
2. The name of the initial resident agent at the registered office is Virginia Fette.
ARTICLE V
The name and address of the incorporator are as follows:
Name Residence or Business Address
Walter A. Payne, III 150 W. Jefferson
Suite 2500
Detroit, Michigan 48226
ARTICLE VI
The duration of the corporation is perpetual.
ARTICLE VII
Members entitled to cast ten percent (10%) of the votes at a meeting constitute a quorum at the meeting.
ARTICLE VIII
1. As used in this Article the term "volunteer director" shall have the same definition as set forth in Section 110(2) of the Michigan Nonprofit Corporation Act, as the same presently exists or may hereafter be amended (the "Act").
2. To the fullest extent permitted under Section 209(c) of the Act, a volunteer director of the corporation shall not be personally liable to the corporation for monetary damages for a breach of the director's fiduciary duty. However, this provision does not eliminate or limit the liability of a director for any of the following:
(a) a breach of the director's duty of loyalty to the corporation;
(b) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
(c) a violation of Section 551(1) of the Act;
(d) a transaction from which the director derived an improper personal benefit; or
(e) an act or omission that is grossly negligent.
A volunteer director of the corporation shall only be personally liable for monetary damages for a breach of fiduciary duty as a director to the corporation to the extent set forth in this Section 2.
3. To the fullest extent permitted under Section 209(d) of the Act, the corporation assumes all liability to any person other than the corporation for all acts or omissions of a volunteer director occurring on or after the date this Article becomes effective in accordance with the pertinent provisions of the Act, incurred in the good faith performance of the volunteer director's duties as such. A claim for monetary damages for such a breach of a volunteer director's duty to any person other than the corporation shall not be brought or maintained against a volunteer director; but such a claim shall be brought or maintained instead against the corporation, which shall be liable for the breach of the volunteer director's duty. Notwithstanding anything to the contrary immediately above, this Section 3 shall apply and have force only if, and as long as, the corporation is exempt from federal income tax pursuant to Section 501(c)(3) of the Code or is eligible to be exempt from federal income tax pursuant to Section 501(c)(3) of the Code.
4. Any repeal, amendment or other modification of this Article shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal, amendment or other modification. If the Act is amended after this Article becomes effective, then the liability of directors shall be eliminated or limited to the fullest extent permitted by the Act as so amended.
ARTICLE IX
1. No part of the net earnings of the corporation shall be distributed to, or inure to the benefit of, any director or officer of the corporation, contributor or individual as prohibited by Section 501(c)(3) of the Code, the Michigan General Sales Tax Act or the Michigan Use Tax Act.
2. In the event of the dissolution of the corporation, all of the corporation's assets, real and personal, shall be distributed to Michigan Municipal League Foundation provided such organization is, at the time of the dissolution of the corporation, an organization which is described in Section 501(c)(3) of the Code and is exempt from Federal income tax under Section 501(a) of the Code. In the event that Michigan Municipal League Foundation is not, at the time of the dissolution of the corporation, an organization which is described in Section 501(c)(3) of the Code and is exempt from Federal income tax under Section 501(a) of the Code, or it is impossible or impractical to distribute assets to Michigan Municipal League Foundation, then all of the corporation's assets, real and personal, shall be distributed to such charitable organization or organizations as are described in Section 501(c)(3) of the Code and are exempt from Federal income tax under Section 501(a) of the Code, and whose purposes are compatible with those of the corporation, as the board of directors of the corporation shall determine. Any such assets not so disposed of, for whatever reason, shall be disposed of by the order of the Circuit Court of the county in which the principal office of the corporation is then located to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for charitable purposes.
I, the sole incorporator, sign my name this 12th day of January, 1998.
______________________________
Walter A. Payne, III
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