ARTICLES OF INCORPORATION - Transportation Solutions



ARTICLES OF INCORPORATION

OF

TRANSPORTATION SOLUTIONS FOUNDATION

The undersigned, a natural person of the age of eighteen years or more, acting as incorporator of a corporation under the Colorado Nonprofit Corporation Act, hereby execute the following Articles of Incorporation for such corporation:

FIRST: The name of the nonprofit corporation is “Transportation Solutions Foundation”, a Colorado nonprofit corporation (the “Corporation”).

SECOND: The address of the initial registered office of the Corporation is 3003 East Third Avenue, Suite 106A, Denver, Colorado 80206, and the name of its initial registered agent at such address is Seth Rubin.

THIRD: The Corporation shall have members.

FOURTH: At all times, and notwithstanding the merger, consolidation, reorganization, termination, dissolution, or winding up of this corporation, voluntary or involuntary or by operation of law;

A. This corporation shall not possess or exercise any power or authority either expressly, by interpretation, or by operation of law that will or might prevent it at any time from qualifying, and continuing to qualify, as a corporation described in Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (hereafter sometimes referred to as "the Code"), contributions to which are deductible for federal income tax purposes; nor shall it engage directly or indirectly in any activity which might cause the loss of such qualification.

B. No part of the assets or net earnings of this corporation shall ever be used, nor shall this corporation ever be organized or operated, for purposes that are not exclusively religious, charitable, scientific, literary, or educational within the meaning of Section 501(c)(3) of the Code.

C. This corporation shall never be operated for the primary purpose of carrying on a trade or business for profit.

D. No substantial part of the activities of this corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall it participate or intervene in any manner, or to any extent, in any political campaign on behalf of any candidate for public office, whether by publishing or distributing statements, or otherwise.

E. At no time shall this corporation engage in any activities which are unlawful under the laws of the United States of America, the state of Colorado or any other jurisdiction where its activities are carried on; nor shall it engage in any transaction defined at the time as prohibited under the Internal Revenue Code of 1954.

F. No compensation, loan or other payment shall be paid or made to any officer, director, incorporator of this corporation, or substantial contributor to it, unless such payment is permissible under paragraph H of this section and except as a reasonable compensation for services rendered and/or as a reasonable allowance for authorized expenditures incurred on behalf of this corporation; and no part of the assets or net earnings, current or accumulated, of this corporation shall ever be distributed to or divided among any such person or persons, or inure to, be used for, accrue to or to the benefit of any such person or private individual (pursuant to the prohibition contained in Section 501(c)(3) of the Code).

G. No solicitation of contributions to this corporation shall be made, and no gift, bequest or devise to this corporation shall be accepted, upon any condition or limitation which, in the opinion of the corporation, may cause the corporation to lose its exemption from payment of federal income taxes.

H. Notwithstanding any other provision of these articles, if at any time or times the corporation shall be a "private foundation" as defined in Section 509 of the Code, then during such time or times the corporation shall distribute its income for each taxable year at such time and in such manner as not to subject the corporation to tax under Section 4942 of the Code; shall not engage in any act of self-dealing, as defined in Section 4941(d) of the Code; shall not retain any excess business holdings as defined in Section 4943(c) of the Code; shall not make any investment in any manner as to subject the corporation to tax under Section 4944 of the Code; and shall not make any taxable expenditure as defined in Section 4945(d) of the Code.

FIFTH: Upon the termination, dissolution or winding up of this corporation in any manner or for any reason, its assets, if any, remaining after payment (or provision for payment) of all liabilities of the corporation, shall be distributed to, and only to, one or more organizations described in Section 501(c)(3) of the Code, and such organization or organizations shall not be "private foundations" within the meaning of the Internal Revenue Code and shall be "publicly supported" within the meaning of that Code.

SIXTH: Any references herein to any provision of the Internal Revenue Code of 1954 shall be deemed to mean such provision as now or hereafter existing, amended, supplemented, or superseded, as the case may be.

SEVENTH: The Corporation shall have not less than five (5) nor more than eleven (11) directors. The initial board of directors and the name and address of each director is:

Bill James

George Thorn

Tricia Wright

Joyce Foster

Susan Casey

Kay Parker

Rod Ham

Frank Rowe

EIGHTH: The name and address of the incorporator is:

Seth Rubin 3003 East Third Avenue, Suite 106A

Denver, Colorado 80206

NINTH: The Board of Directors initially shall have the power to make and adopt prudent bylaws for the government of the Corporation. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the Board of Directors.

TENTH: The Corporation expressly reserves the right to amend these Articles of Incorporation. No amendment, alteration, change or repeal of these Articles of Incorporation shall (a) amend, alter, change or repeal the restrictions set forth in these Articles, unless the Internal Revenue Code changes such that amending, altering, changing or repealing such restrictions would not disqualify the Corporation from federal income tax exemption under Section 501(c)(3) of the Internal Revenue Code, or (b) operate to permit the use, application or disbursement of any of the principal or income of the Corporation or its property for any purpose other than those provided for in these Articles of Incorporation.

ELEVENTH: Every person, or his or her heirs, executor, administrator, personal representative or other legal representative made a party to any action, suit or proceeding by reason of the fact that he or she is or was a director, officer, trustee, employee or agent of the Corporation shall be indemnified by the Corporation in connection with such action, suit or proceeding to the extent and as set forth in the bylaws of the Corporation and as provided by the Colorado Nonprofit Corporation Act.

TWELFTH: Upon the time of dissolution of the Corporation, assets shall be distributed by the board of directors after paying or making provision 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.

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation this 2nd day of February, 2001, and acknowledges that the same are the undersigned’s true act and deed.

  Seth A Rubin                              

Seth Rubin

Incorporator

MAIL TO:

Total Fees: Colorado Secretary of State

$50.00 Corporations Office

Submit Original 1560 Broadway, Suite 200

and one copy Denver, Colorado 80202

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