NPS Foundation Articles of Incorporation
by Pam Handke
July 25, 2007
ARTICLES OF INCORPORATION
OF
NORFOLK PUBLIC SCHOOLS FOUNDATION, INC.
KNOW ALL MEN BY THESE PRESENTS:
We, the undersigned, hereby associate ourselves together for the purpose of organizing a nonprofit corporation pursuant to the provisions of the Nonprofit Corporation Act of Nebraska, and for that purpose adopt Articles of Incorporation as follows:
ARTICLE I
Name Of Corporation, Initial Registered Office and Agent
The name of the corporation shall be Norfolk Public Schools Foundation, Inc.; the street address of its initial registered office is 512 Philip Avenue, Norfolk, Nebraska 68701 and the name of its initial registered agent is James G. Merritt.
ARTICLE II
Period of Existence
The corporation shall have perpetual existence.
ARTICLE III
Purposes and Powers
The corporation shall have the following purposes and powers:
(a) To develop and administer a program to encourage, solicit and receive contributions, gifts, grants and devises of real and personal property from individuals, foundations, partnerships, associations, corporations and governmental bodies;
(b) To develop and administer programs to maintain and invest any funds or property so received;
(c) To apply, directly or indirectly, all or any part of the income and principal received from the above property exclusively for the benefit of or to carry out the purposes of the public schools operated by the board of education of Madison County School District No. 2, (hereinafter referred to as Norfolk Public Schools) including, but not limited to, providing funding for programmed developments such as grants to professional employees wishing to develop and implement innovative programs, providing funding for staff developments and in-service activities, providing funding for special community relations projects and publications, undertaking such other activities as may be identified by the board of directors from time-to-time, limited, however, by the provisions of these Articles of Incorporation, the corporation’s By-Laws, and applicable local, state, and federal laws, rules and regulations.
(d) To invest and spend any restricted funds which may be received by the Foundation, such as scholarship funds, building funds, or special gifts, provided, however, such restricted gifts may not be accepted for any purpose other than those for which the corporation is organized;
(e) To purchase, take, receive, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use or otherwise deal in and with real and personal property, or any interest therein, wherever situated;
(f) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets, wherever situated;
(g) To make contracts, incur liabilities, borrow money at such rates of interest as the corporation shall determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income;
(h) To exercise all powers and rights conferred upon non-profit corporations by the Non-profit Corporation Act of Nebraska, and any subsequent amendment or enlargement thereof; and all powers and rights not otherwise denied non-profit corporations by the laws of the State of Nebraska, as are necessary, convenient or incidental to attainment of the purposes for which the corporation is organized:
(i) Notwithstanding any statements of the purposes and powers of the corporation herein contained, the activities of the corporation shall be conducted in such a manner that no part of its net earning shall inure in whole or in part to the benefit of any director, officer or individual; the corporation shall not engage in any activity 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 1954 or any amendment, or successor provisions; and, upon dissolution or final liquidation of the corporation, and after all the liabilities and obligations of the corporation have been paid and discharged, all of the remaining property and assets of the corporation shall be transferred, conveyed and distributed exclusively to organizations enjoying exempt status under Section 501 (c) (3) of the Internal Revenue Code of 1954, and amendments or successor provisions; provided, however, the corporation shall be authorized and empowered to pay reasonable compensation for services rendered by directors, officers, or other persons. The corporation is organized and shall be operated exclusively for charitable, scientific, literary, or educational purposes with the meaning of § 501(c) (3) of the Internal Revenue Code. No substantial part of the activities of the corporation shall be for the carrying on of, or propaganda for, or otherwise attempting to influence, legislation, and the corporation shall not participate in or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
ARTICLE IV
Annual Meeting
Annual meetings of the Board of Directors shall be conducted at 7:30 p.m., on the 4th Monday of January of each year, . commencing on January 28, 1991.
ARTICLE V
Board of Directors
The business and affairs of the corporation shall be conducted under the supervision of the Board of Directors consisting of not less than three nor more than twenty directors. Not less than one nor more than three members of the Board of Directors shall be members of the board of education of Norfolk Public Schools.
Directors shall hold office until their successors have been appointed. Upon expiration of the term of office, or upon a vacancy in office, of a director from the board of education of the Norfolk Public Schools, a successor shall be appointed by the board of education. Upon expiration of the term of office, or upon a vacancy in the office of other members of this board of directors, a successor shall be appointed by the board of directors of the Norfolk Public Schools Foundation, Inc. The term of office shall be three years or until a successor shall be appointed.
The names and addresses of the persons who are to serve as initial directors until the annual meeting in January, 1992 are as follows:
Douglas C. Busskohl George Reed Vern Vanis
904 N. 18th Street 509 Opal 205 Harris Drive
Norfolk, NE 68701 Norfolk, NE 68701 Norfolk, NE 68701
ARTICLE VI
Members
The corporation shall have no members.
ARTILCE VII
Amendments
These Articles may be amended or altered or repealed, in whole or in part, by the Board of Directors in the manner provided by law.
ARTICLE VIII
Incorporators
The name and street address of each incorporator is as follows:
James G. Merritt
1806 Clark Street
Norfolk, NE 68701
Max G. Dreier
105 South 2nd Street
Norfolk, NE 68701
IN WITNESS WHEREOF, we, the undersigned, have executed these Articles of Incorporation this 27th day of December, 1990.
________________________________________
James G. Merritt
________________________________________
Max G. Dreier
AMENDMENT
OF THE
E
ARTICLES OF INCORPORATION
OF
NORFOLK PUBLIC SCHOOLS FOUNDATION, INC.
We, the undersigned, president and secretary of the above titled corporation, a Nebraska Corporation incorporated under the Nebraska Nonprofit Corporation Act, adopt the following amendment to the Articles of Incorporation for such corporation:
1. The name of the corporation is Norfolk Public Schools Foundation, Inc., incorporated on the 27th day of December, 1990. and whose original Articles of Incorporation are field in the office of the Secretary of State for the State of Nebraska at Roll 90-24, Page 673.
2. The amendments so adopted read as follows:
AMENDMENT TO ARTICLE I
Name Of Corporation, Initial Registered Office and Agent
The name of the corporation shall be Norfolk Public Schools Foundation, Inc.; the street address of its registered office is 512 Philip Avenue, Norfolk, Madison County, Nebraska 68701, and the name of its registered agent at that address is Pamela J. Handke.
AMENDMENT TO ARTICLE IV
Annual Meeting
Annual meetings of the Board of Directors of the corporation shall be conducted on the third Monday of January of each year at a time to be determined by the Board.
AMENDMENT TO ARTICLE V
Board of Directors
The business and affairs of the corporation shall be conducted under the supervision of the Board of Directors consisting of not less than seven (7) nor more than fifteen (15) directors. Not less than one (1) nor more than two (2) members of the Board of Directors shall be members of the Board of Education of Norfolk Public Schools.
Directors shall hold office until their successors have been appointed. Upon expiration of the term of office, or upon a vacancy in office of a director from the Board of Education of Norfolk Public Schools, a successor shall be appointed by the Board of Education. Upon the expiration of the term of office, or upon a vacancy in the office of the other members of the Board of Directors, a successor shall be appointed by the remaining members of the board of directors of the corporation. The term of office shall be three (3) years or until a successor shall be appointed.
3. The date of the adoption of the amendments hereinabove stated was on the 2nd day of October, 2006.
.
Executed this 6th day of November, 2006.
___________________________________
Michael A. Renken, President
___________________________________
Veryle J. Winter, Secretary
