The undersigned, for the purpose of continuing a corporation pursuant to the provisions of the Minnesota Non-Profit Corporation Act, Minnesota Statutes Chapter 317, adopt the following Amended Articles of Incorporation.
The name of the corporation shall be Minnesota Science Fiction Society.
A. The permanent objects and purposes for which the corporation is established are exclusively educational, literary, and charitable, and in furtherance of such purposes and for no other purpose and in compliance with the meaning set forth in Section 501(c)(3) of the Internal Revenue Code.
B. The purpose of this corporation shall be to promote science fiction in all forms of speculative, literary or artistic expression, which lead to the enhancement of either science fiction or related fields and to plan, design, arrange, or sponsor the development of social and physical environments for the advocates of science fiction and its related speculative literatures. Said environments include provisions for meetings, conventions, publications, and lectures, as well as facilities for the storage and operation of equipment for the organization, reproduction, and distribution of any media of artistic expression used for promoting science fiction or its related speculative literatures.
The corporation shall have all powers permitted by law consistent with the foregoing purposes, including, but not limited to, the power to acquire and receive funds and property of every kind and nature whatsoever whether by gift or purchase, and to own, hold, invest, expend, make gifts and contributions of, and to convey, transfer, and dispose of, any funds, property and the income therefrom for the furtherance of the purposes of the corporation, and to lease, mortgage, encumber, invest, and use the same.
No part of the property or the income of the corporation shall be used for the purpose of carrying on propaganda or otherwise attempting to influence legislation, and in no event shall the corporation participate in, or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office.
The corporation does not and will not afford pecuniary gain, incidentally or otherwise to its members. No part of the property or the income of the corporation or any other pecuniary gain or profit shall inure to any member of the corporation except that reasonable compensation may be paid for services rendered to or for the corporation.
The corporation shall not lend any of its assets to an officer, director, or member of the corporation nor guarantee to any other person the payment of a loan by an officer, director or member of the corporation.
In the event of dissolution of the corporation, all of its assets shall be disposed of according to the provisions of Minnesota Statutes 317.57(5) for exclusively charitable, literary, and educational purposes, or any one or more of them, within the meaning of Section 501(c)(3) of the Internal Revenue Code. In the event of dissolution, none of the assets shall be transferred to or in any respect whatsoever inure to or for the benefit of any member of the corporation.
The duration of the corporation shall be perpetual.
The registered office of the corporation in Minnesota shall be located in Minneapolis, Minnesota.
The names of the incorporators, each of whom was a natural person of full age, are as follows: Frank Edward Stodolka, Carol Marie Stodolka, Dennis Kieth Lien, Michael Clyde Manion, Linda Lounsbury, Gregg C. Lien, Beverly Swanson, Louie Spooner, Anthony G. Tollin, Gerold Wassenaar, Mary Lynn Himmelbach, Robert A Schmelzer, George Stuart Cole, Stephen Wilfred Hey, Richard O. Tatge, Margaret Lessinger, James M. Young, Mary T. Merlin, William Merlin, Charles P. Holst, Jerry H. Stearns, Michael L. Wood, Lynn H. Torline, Donald Bailey, Timothy Mastrude, Donald O. Nelson, Tom Brosz, Florence R. MacNeill, Ruth Berman, Carole Lynne Ashmore Emberly, Nathan A. Bucklin, Caryl D. Bucklin, Gordon R. Dickson, Virginia L. Saari, Jeffrey N. Appelbaum, Patrick Worthington, Thomas Warren Swierczek.
The first board of directors consisted of the following three (3) persons, each of whom served until the first annual meeting of the members:
|Frank E. Stodolka||3755 Pillsbury Avenue|
|Brian Toren||13509 Colfax Avenue|
|Robert A. Schmelzer||141 Warwick Street S.E.|
On or about February 23, 1980, the original document was revised by the then-current board of directors, consisting of Don Bailey, Carol Kennedy, Dave Wixon, Karen Johnson, and Scott Imes.
On or about February 23, 1989, the revised document was again revised by the board of directors, consisting of Don Bailey, David Cargo, Rob Ihinger, Karen Johnson, and Geri Sullivan.
The board of directors shall consist of from three (3) to nine (9) persons. Except as provided in this Article the election, qualifications, and terms of directors shall be as provided in the By-Laws.
The members of the corporation shall be any sentient beings or other persons who meet the qualifications established in the By-Laws of the corporation. Rules governing membership, including admission, retention, suspension, and expulsion, shall be as set forth in the By-Laws of the corporation in conformity with Minnesota Statutes 317.25.
The corporation shall have no capital stock.
The members, directors, and officers of this corporation shall not be personally liable for the obligations of the corporation.
These Articles may be amended as set forth in the By-Laws of the Corporation consistent with Minnesota Statutes governing non-profit corporations. However, notwithstanding anything to the contrary in this Article, no change of the objects and purposes set forth in Article II shall be permitted at any time.
IN WITNESS WHEREOF, we have executed these Amended Articles this 23rd day of February, 1989. In the Presence of: