ARTICLES OF INCORPORATION
OF
MINNESOTA E-DEMOCRACY
The undersigned incorporators, natural persons 18 years of age or older, in
order to form a corporate entity under Minnesota Statutes, Chapter 317A,
adopt the following articles of incorporation.
ARTICLE I
NAME AND REGISTERED OFFICE
The name of this corporation shall be:
Minnesota E-Democracy
wit a registered office address at:
2718 East 24th Street
Minneapolis, Minnesota 55406.
ARTICLE II
PURPOSE
This Corporation is organized exclusively for educational and charitable
purposes within the meaning of Section 501 (c) (3) of the Internal Revenue
Code of 1986, as now enacted or hereafter amended, including, for such
purposes, the making of distributions to organizations that qualify as
exempt organizations under Section 501 (c) (3) of the Internal Revenue Code
of 1986. To this end, the corporation shall:
A. Educate citizens to use electronic communications technologies to be
more involved in government and promote the use of electronic
communications to involve citizens and communities in politics, elections
and government.
B. Assist citizens and government organizations in using electronic
communications technologies to increase the involvement of citizens in
government.
C. Reinforce the bonds of community through the use of electronic
communication.
All funds, whether income or principal, and whether acquired by gift or
contribution or otherwise, shall be devoted to said purposes.
Articles of Incorporation
Minnesota E-Democracy
Page 2
ARTICLE III
I.R.S. EXEMPTION REQUIREMENTS
At all times shall the following operate as conditions restricting the
operations and activities of the corporation:
1. No part of the net earnings of the corporation shall inure to any member
of the corporation not qualifying as exempt under Section 501(c)(3) of the
Internal Revenue Code of 1986, as now enacted or hereafter amended, nor to
any Director of officer of the corporation, nor to any other private
persons, excepting solely such reasonable compensation that the corporation
shall pay for services actually rendered to the corporation, or allowed by
the corporation as a reasonable allowance for authorized expenditures
incurred on behalf of the corporation;
2. No substantial part of the activities of the corporation shall
constitute the carrying on of propaganda or otherwise attempting to
influence legislation, or any initiative or referendum before the public,
and the corporation shall not participate in, or intervene in (including by
publication or distribution of statements), any political campaign on
behalf of, or in opposition to, any candidate for public office;
3. Notwithstanding any other provision of these articles, the corporation
shall not carry on any other activities 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 1986, as now enacted or hereafter amended.
ARTICLE IV
MEMBERSHIP/BOARD OF DIRECTORS
The corporation shall have no voting members. The corporation shall have a
Board of Directors, who shall manage the affairs of the corporation as
defined by statute, this Article, and the corporation's bylaws. No
Director shall have any right, title, or interest in or to any property of
the corporation devolve from their relationship to the corporation as a
Director. Furthermore, the corporation shall not lend any of its assets to
any officer or Director of this corporation, or guarantee to any person the
payment of a loan by an officer or Director of this corporation.
The corporation's first Board of Directors shall be comprised of the
following natural persons:
G. Scott Aikens, 320 Cranbrook Road, Bloomfield Hills, Michigan 48304
Tamara Blaschko, 2313 26th Avenue South, Minneapolis, Minnesota 5540
Steven Clift, 3454 Fremont Avenue South, Minneapolis, Minnesota 55408
Scott Lystig Fritchie, 5401 10th Avenue South, Minneapolis, Minnesota
55417
Diane Gibson, 545 Lake Cove Ct., Shoreview, Minnesota 55126
Sheldon Mains, 2718 East 24th Street, Minneapolis, Minnesota 55406
Mick Souder, 411 Macalester, Saint Paul, Minnesota 55105
David Woolley, 2316 Humboldt Avenue South, Minneapolis, Minnesota 55405
Articles of Incorporation
Minnesota E-Democracy
Page 3
ARTICLE V
DEBT OBLIGATIONS AND PERSONAL LIABILITY
No member, officer or Director of this corporation shall be personally
liable for the debts or obligations of this corporation of any nature
whatsoever, nor shall any of the property of the members, officers or
Directors be subject to the payment of the debts or obligations of this
corporation.
ARTICLE VI
DISSOLUTION
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.
ARTICLE VIII
INCORPORATORS
The incorporators of this corporation are:
Tamara Blaschko, 2313 26th Avenue South, Minneapolis, Minnesota 55406
Steven Clift, 3454 Fremont Avenue South, Minneapolis, Minnesota 55408
Sheldon Mains, 2718 East 24th Street, Minneapolis, Minnesota 55406
The undersigned incorporators certify both that they execute these Articles
for the purposes herein stated and that by such execution, they affirm the
understanding that should any of the information in these Articles be
intentionally or knowingly misstate, they are subject to the criminal
penalties for perjury set forth in Minnesota Statutes 609.48 as if this
document had been executed under oath.
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