The undersigned, a citizen of the United States of America of lawful age desiring to form a nonprofit corporation under the Michigan Nonprofit Corporation Act, does hereby make, sign and acknowledge the following articles:
ARTICLE I – NAME
The name of the nonprofit corporation shall be: MOON LAKE RIPARIAN ASSOCIATION (MLRA)
ARTICLE II – DURATION
The period of duration of this corporation shall be perpetual.
ARTICLE III – PURPOSES
This organization is organized exclusively for charitable, educational and scientific purposes, 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, or corresponding section of any future federal tax code.
ARTICLE IV – POWERS
To effectuate the objects and purposes of the corporation with the meaning of section 501(c)(3) of the Internal Revenue Code of 1954, and to furtherance of such purposes, but not otherwise, the corporation shall have the following powers:
- To serve as a contact for the DNR to discuss, disseminate, coordinate its various programs and activities as they relate to Moon Lake and its residents.
- To call annual and special meetings of MLRA members to elect officer, a Board of Directors and to deliberate decisions which are appropriate to the organization.
- To cooperate with township, county, state or federal agencies in matters related to Moon Lake.
- To publish periodic newsletters to MLRA members.To establish and collect annual dues from corporation members and to receive any bequests of gifts or cash donations that are in keeping with the purposes of the corporation.
- To keep accurate accounting records of moneys received and to assure that expenditures of such moneys are in accordance with the purposes of the corporation.
- To plan programs and activities appropriate to the purposes of the corporation.
- To exercise any and all powers conferred upon nonprofit corporations by the common law or by the statues of the State of Michigan in effect from time to time which may be necessary, incidental or convenient to the objectives and purposes of the corporation all within the meaning of section 501(c)(3) of the Internal Revenue Code of 1954.
ARTICLE V – BOARD OF DIRECTORS
The business and affairs of the corporation shall be conducted, managed and controlled by a Board of Directors.
The Board of Directors shall consist of not less than five (5) members, the specific number to be set forth from time to time in the Bylaws of the corporation.
The names of, addresses of the persons who comprise the first Board of Directors and who shall until the first election of Directors and until their successors are duly elected and qualified, are as follows:
Name Address
Edwin G. Baeten 510 Magnolia Village, Destin, FL 32541
Sheila McConaghy P.O.Box 893, Land O’ Lakes, WI 54540
James O. Reiels P.O.Box 683, Land O’ Lakes, WI 54540
John Sick P. O.Box 780, Land O’ Lakes, WI 54540
Daniel Zimmerman P.O.Box 906, Land O’ Lakes, WI 54540
ARTICLE VI – OFFICERS
A President, Vice President and Secretary-Treasurer are required by the best interests of the corporation to be elected by corporation members at the annual meeting in accordance with the bylaws of the corporation. Such officers shall have such duties as may be prescribed in the bylaws of the corporation and shall serve at the pleasure of the Board of Directors.
ARTICLE VII – BYLAWS, ATTENTIONS, REPEALS AND RESOLUTIONS
The Board of Directors shall have the power to make, alter, amend and repeal the bylaws and resolutions, subject to membership approval at the next annual or special meeting, for:
- The government of the corporation.
- The orderly conduct of the corporate affairs and property management.
- Fixing the time and place for the periodic meeting of the members of the cooperation.
- Defining the number and qualifications of members of the corporation and the conditions of admission thereto.
- The time, mode, conditions and effect of expulsion or withdrawal from and of restoration to membership.
ARTICLE VIII – LIMITATIONS
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers or other private persons, 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 set forth in Article III thereof.
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 publishing or distribution of statement) any political campaign on behalf of any candidate for public office.
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 1954 (or the corresponding provision of any future United States Internal Revenue Law); or
- By a corporation, contribution to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law).
ARTICLE IX – BOARD OF DIRECTORS’ MEETINGS
The Board of Directors of the corporation may meet and transact the corporate business at a meeting duly noticed to members of the Board of Directors.
ARTICLE X – INITIAL REGISTERED OFFICE AND AGENT
The address of the initial registered office shall be P.O.Box 683, Land O’ Lakes, WI 54540 and the name of the initial registered agent at such office shall be James O. Reiels.
ARTICLE XI – INCORPORATOR
The name of the amending incorporator of this corporation and his address is as follows:
James O. Reiels
P.O.Box 683
Land O’ Lakes, WI 54540
ARTICLE XII – DISSOLUTION
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or 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 disposed of shall be disposed of by the Court of Common Please 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 XIII – AMENDMENTS
Amendments to the Articles shall be adopted, if at all, in the manner as set forth in Article 21, Title 7, CRS 1973; provided, however that no amendment to the Articles of Incorporation shall be contrary to or inconsistent to the objectives and purposes herein set forth.
