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NNREC Articles of Incorporation
We, the undersigned, all of whom are citizens of the United States, desiring to form a Not For Profit Corporation under the laws of the State of Nevada, do hereby certify:
Article 1. Name:
The name of this corporation is Nevada Natural Resource Education Council, Inc.
Article 2. Principal Office:
The principal office or place of business of the corporation is to be located at:
5228 Doe Ave, Las Vegas, Nevada 89102
Article 3. Purpose:
The purpose of this corporation shall be to develop or promote natural resource education in Nevada.
This corporation is organized solely for educational and scientific purposes within the meaning of Nevada Revised Statutes 81.290 to 81.340, inclusive. The Corporation shall have and exercise all rights and powers conferred by law, provided that the Corporation shall not, except to an insubstantial degree, engage in activities that are not in furtherance of the purposes stated in the article.
Article 4. Duration:
The period of the Corporation's duration is perpetual.
Article 5. Trustees:
The business of the Corporation shall be managed by a board of not less than five (5) trustees. The method of selection, number, qualifications, and powers and duties of the Trustees shall be prescribed in the bylaws of the Corporation.
Article 6. Initial Trustees:
The names and residences of the Trustees chosen to manage the business of the Corporation until the first annual meeting of the members of the Corporation are:
James M. Rathbun 5228 Doe Ave Las Vegas NV 89102
Dan Allison 4329 Fortune Ave Las Vegas NV 89107
Frank Tepper 2420 Marlene Way Henderson NV 89014
John Jones 6201 Cromwell Ave Las Vegas NV 89107
Becky Bell 3839 Sinclair Las Vegas NV 89121
Article 7. Membership:
Membership is open to any individual who accepts and supports the purpose of the Nevada Natural Resource Education Council. Voting members of the statewide organization shall be no more than seven (7) persons from each regional chapter who have been duly elected.
Article 8. Regional Chapters:
Regional chapters may be organized to carry out the purpose of the Nevada Natural Resource Education Council and to establish regional responsibility for leadership and administration.
Article 9. Annual Meeting:
An annual meeting shall be held for the purpose of coordinating activities of the Nevada Natural Resource Education Council.
Article 10. Non Profit Status:
1. No part of the net earnings of the Corporation shall innure to the benefit of any member, Trustee or officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation effecting one or more of its purposes), and no member, Trustee or officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation.
2. The Corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.
3. Notwithstanding any other provisions of the Certificate, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)4 of the Internal Revenue code and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170(c)2 of such Code and Regulations as they now exist or as they may hereafter be amended.
Article 11. Distribution of Assets Upon Dissolution:
In the event of dissolution of the Corporation, or in the event it shall cease to carry out the objects and purposes herein set forth, all the property and assets of the Corporation will go to and be distributed to such nonprofit charitable corporation or governmental agency or entity as may be selected by the Board of Trustees of this Corporation so that the property and assets of this Corporation shall then be used for and devoted to the nonprofit purpose of this Corporation. In the event of dissolution, none of the assets or property of this Corporation nor the proceeds of any assets or property, shall go or be distributed to members or any private individual, either for the reimbursement of any sum subscribed, donated, or contributed by such members or individuals, or for any other purpose, it being the intent that in the event of dissolution of this Corporation or upon it ceasing to carry out the object and purpose as herein set forth, any remaining assets shall be distributed to organizations organized and operating exclusively for the advancement of civic activities as shall at the time qualify as an exempt organization under Section 501(2)4 of the Internal Revenue Code of 1954.
Article 12. Names and Addresses of Incorporators:
The names and addresses of each of the incorporators signing these Articles of Incorporation are as follows:
James M. Rathbun 5228 Doe Ave Las Vegas NV 89102
Dan Allison 4329 Fortune Ave Las Vegas NV 89107
Frank Tepper 2420 Marlene Way Henderson NV 89014
John Jones 6201 Cromwell Ave Las Vegas NV 89107
Becky Bell 3839 Sinclair Las Vegas NV 89121
Article 13. Bylaws:
The Board of Trustees, by majority vote of the Trustees, shall adopt By-Laws as are not inconsistent with the Articles of Incorporation. Unless expressly excluded by these Articles of Incorporation, these By-Laws may include any and all subjects allowed by law. The By-Laws shall govern the action of the corporation not expressly addressed herein or expressly provided for by statute, and any action taken in compliance with the By-Laws shall be valid regardless of whether the By-Laws are approved in whole or part at the initial meeting of Trustees.
In Witness Whereof, we have hereunto subscribed our names on the dates set forth below.
Dated this 14th day December 1988.
/signed/ John Jones
/signed/ James M. Rathbun
/signed/ Chris Miller
/signed/ Becky Bell
/signed/ Dan Allison
/signed/ Frank Tepper
Followed by Notary Public certificates for each signer.
