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ARTICLES OF INCORPORATION OF MINNESOTA CYCLING FEDERATION, INC. We, the undersigned, for the purpose of forming a non-profit corporation under and pursuant to the provisions of Chapter 317 Minnesota Statutes, known as the Minnesota Non-profit Corporation Act, do hereby associate ourselves together as a body corporate and adopt the following Articles of Incorporation: ARTICLE I The name of this corporation shall be: MINNESOTA CYCLING FEDERATION, INC. ARTICLE II This corporation is organized exclusively for educational purposes, including, for such purposes receiving and administering funds for educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954, instructing and training individuals, and particularly helping young people, in techniques of competitive cycling, bicycle riding safety, and methods of physical conditioning so as to improve and develop their achievement and capabilities, introducing the general public to bicycle riding and racing as beneficial activities, directing, controlling and conducting bicycle competitions, championships, and events, promoting and enhancing bicycling among the citizens of this state, and providing support to organizations qualified under 501 (c) (3) which foster national or international amateur bicycling sports competition. ARTICLE III This corporation does not afford pecuniary gain, incidentally or otherwise, to its members or any of them. This corporation shall note be operated for profit but shall be operated exclusively for the purposes stated in Article II. No part of the net earnings of the corporation shall inure to the benefit of any member, director or officer of the corporation or any private individual, except that reasonable compensation may be paid for services rendered to or for the corporation in the performance of its corporate purposes. The corporate assets shall never be diverted from the purposes above stated in Article II. No member, director or officer of the corporation nor any private individual shall be entitled to share in the distribution of any of the corporation’s assets on its dissolution. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation and the corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. ARTICLE IV The location of the registered office of the corporation in this State is 1908 IDS Center, Minneapolis, Minnesota 55402. ARTICLE V The corporation shall have no capital stock but shall have Members. The qualification of Members, the conditions of membership, and the voting and other rights and privileges of Members shall be provided for in the By-Laws. ARTICLE VI The period of duration of this corporation shall be perpetual. ATICLE VII Members, directors, and officers shall have no personal liability for corporate obligations. ARTICLE VIII The names and addresses of the incorporators of this corporation are as follows: Philip M. Voxland 2217 23rd Avenue South,
Minneapolis, Minnesota 55404,
Robert D. Williams 4711 Zenith Avenue South
Minneapolis, Minnesota 55410,
Christopher W. Kvale 1208 Como Avenue S.E.
Minneapolis, Minnesota 55414, ARTICLE IX The number of directors constituting the first Board of Directors of this corporation shall be as provided in the By-Laws of said corporation, and the tenure in office of such first Board of Directors shall be one year, or until successors are elected and qualified. The name and address of each such first Director is: Philip M. Voxland 2217 23rd Avenue South,
Minneapolis, Minnesota 55404
Robert D. Williams 4711 Zenith Avenue South
Minneapolis, Minnesota 55410
Christopher W. Kvale 1208 Como Avenue South (SE)
Minneapolis, Minnesota 55414
Terry Tolman 4995 Suburban Drive
Excelsior, Minnesota 55331
Charles M. Strauch, Jr. 2435 Riverside Avenue
Minneapolis, Minnesota 55454
David W. Deetz 435 Leicester
Duluth, Minnesota 55803
Kevin R. Lund, Sr. 2639 25th Avenue S.E.
Rochester, Minnesota 55901
Nrman G. Hopkins 818 9th Avenue South
Saint Cloud, Minnesota 56301
James A. Houlding 1403 Sargent Avenue
Saint Paul, Minnesota 55105
Marie Johnson 326 East 1st Street
Duluth, Minnesota 55805 ARTICLE X The corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws. ARTICLE XI The corporation shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws. ARTICLE XII The corporation shall not retain any excess business holdings as defined in 4943 (c) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws. ARTICLE XIII 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. ARTICLE XIV The corporation shall not make any taxable expenditures as defined in Section 4945 (d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws. ARTICLE XV Notwithstanding any other provisions of this 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) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, exempt under Section 290.03 subdivision 1 (i) of the Minnesota Statutes as it now exists or 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 XVI Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purpose of the corporation in such manner, or to such organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision 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 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 XVII No discrimination shall be made as to membership because of age, race, sex, color or creed, IN TESTIMONY WHEREOF, we have hereunto subscribed our names this 9th day of February, 1977. (signed) Philip M. Voxland Christopher W. Kvale Robert D. Williams STATE OF MINNESOTA
COUNTY OF HENNEPIN On this 9th day of February, 1977, personally appeared before me, a Notary Public, Philip M. Voxland, Christopher Kvale and Robert D. Williams, to me known to be the persons described in and who executed the same as their free act and deed, for the use and purposes therein expressed. (signed)
John M. Mulligan
Notary Public-Minnesota
HENNEPIN COUNTY
My Commission Expires Nov. 23, 1983
STATE OF MINNESOTA
DEPARTMENT OF STATE I hereby certify that the within instrument was filed for record in this office on the 16 day of Feb A.D. 1977, at 8:00 o’clock AM and was duly recorded in Book G-46 of Incorporations, on page 14 (signed)
Joan Anderson Growe
Secretary of State |
