ARTICLES
OF INCORPORATION
STEAMBOAT
SPRINGS NORDIC COUNCIL,
The
undersigned natural person of the age of eighteen (18) years or more hereby forms
a nonprofit corporation pursuant to the provisions of the Colorado Revised
Nonprofit Corporation Act, and adopts the following Articles of Incorporation:
The
name of this Corporation shall be:
STEAMBOAT SPRINGS NORDIC COUNCIL, a nonprofit corporation.
(a) The purposes for which the Corporation
is organized and shall be operated are exclusively charitable, educational and
scientific within the meaning of Section 501(c)(3) of
the Internal Revenue Code, as amended.
The Corporation is organized and shall be operated to preserve and
promote the activity of Nordic skiing in Routt County Colorado.
(i)
The Steamboat Springs Nordic Council will achieve this goal by increasing both
local and visitor participation in this sport through marketing the health and
recreational benefits of Nordic skiing;
(ii) The Council will act as an advocacy
group for other organization that serve the nordic
skiing public:
(iii) The
Council with work to preserve and make the public more aware of the Nordic
skiing heritage of
(iv) The
Council will promote specific activities related to nordic skiing including
cross country racing and clinics which provide the public with instruction and
information on various aspects of nordic skiing;
(b) The foregoing enumeration of purposes
and powers shall not limit or restrict in any manner the general powers of the
Corporation or the exercise thereof now or hereafter permitted by the laws of
Colorado.
(c) Notwithstanding any provision of these
Articles of Incorporation to the contrary, the Corporation shall not have the
power to perform any act not permitted to be carried on by a corporation exempt
from federal income taxation under Section 501(c)(3)
of the Internal Revenue Code, as amended, and the regulations thereunder or the
corresponding provisions of any subsequent United States Internal Revenue law.
The
Corporation will not have voting members.
No
officer or director of this Corporation shall, as such, receive or become
entitled to receive at any time any part of the net earnings or other net income
of this Corporation, nor shall any part of the net earnings of this Corporation
inure to the benefit of any person, except that the Corporation shall be
authorized and empowered to pay reasonable compensation for services rendered
and to make payments and distributions in furtherance of the purposes of the
Corporation. In the event of the
dissolution of the Corporation or the winding up of its affairs, or other
liquidation of its assets, the Corporation's property shall not be conveyed to
any organization created or operated for profit or to any individual for less
than the fair market value of such property, and all assets remaining after the
payment of or the making of provisions for the payment of all the liabilities
of the Corporation shall be conveyed or distributed to one or more governmental
entities in Routt County, Colorado for the use and benefit of the public, or
conveyed or distributed exclusively for the purposes of the Corporation in such
manner, or to such organization or organizations organized and operated
exclusively for charitable or educational purposes, as shall at the time
qualify as an exempt organization or organizations under Section 501(c)(3) of
the Internal Revenue Code (or the corresponding provisions of any future United
States internal revenue law), as the board of directors shall determine. Any of such assets not so disposed of shall
be disposed of by the District Court of Routt County, Colorado, exclusively for
such purposes or to organizations or an organization, as said court shall determine, which are organized and operated for such
purposes.
The
business, affairs, activities and property of the Corporation shall be managed,
directed, governed and controlled, and the powers of the Corporation shall be
vested in and exercised by a board of directors composed of the number of
persons as may be specified in the bylaws.
The term of office of directors, the manner of their designation and
selection, their qualifications, meetings, voting and other rights and privileges
shall be set forth in the bylaws. The
number of initial members of the board of directors shall be six (6), all of
whom will be elected by the members of the “original” unincorporated Steamboat
Springs Nordic Council.
The
officers of the Corporation, their terms in office and manner of designation
and selection shall be set forth in the bylaws.
The
personal liability of a director to the Corporation for monetary damages for breach
of fiduciary duty as a director is hereby eliminated; except that such
provision shall not eliminate or limit the liability of a director to the
Corporation for monetary damages for:
(a) Any breach of the director's duty of
loyalty to the Corporation;
(b) Acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law;
(c) Acts specified as being prohibited in
Section 7-128-403 of the Colorado Revised Nonprofit Corporation Act, as
amended, or any successor thereto; or
(d) Any transaction from which the director
derived an improper personal benefit.
The
Corporation may indemnify Corporation directors, officers, employees and agents
to the fullest extent permitted by Section 7-22-101.5 of the Colorado Revised
Nonprofit Corporation Act as amended or the corresponding provisions of any
subsequent applicable law.
(a) The address of the initial registered
office of the Corporation is
(b) The address of the Corporation's initial
principal office is c/o Daniel H. Smilkstein,
The
board of directors of the Corporation shall have the power to amend these
Articles of Incorporation as provided in the Colorado Revised Nonprofit
Corporation Act. The board of directors
shall have the power to adopt such bylaws as they deem proper for the
management of the affairs of this Corporation and to amend, alter, or repeal
the same from time to time; provided, however, that the bylaws shall not be
inconsistent with these Articles of Incorporation.
ARTICLE
XI
The
name and address of the incorporator of this Corporation are as follows:
Daniel
H. Smilkstein
Executed this 7th day of July, 2003.
Daniel
H. Smilkstein, Incorporator
The
undersigned consents to appointment as the initial registered agent of STEAMBOAT
SPRINGS NORDIC COUNCIL.
__________________________________________
President