Amended Articles Of Incorporation
OF
ASSOCIATION OF VOLUNTEER EMERGENCY
RESPONSE TEAMS
Article I.
NAME
The name of this corporation is
Association of Volunteer Emergency Response Teams, Inc.,
and
AVERT.
Article II
DURATION
The period of duration of this
corporation is perpetual.
Article III
PURPOSE
The Corporation is organized to act and
operate exclusively as a nonprofit corporation pursuant to the
laws of the State of Utah and the Internal Revenue Code section
501(c)(3). Additionally, the Corporation is organized to assist
governments, municipalities and businesses to: develop, support,
and direct Community Emergency Response Team training programs
to ensure continuity and to enable citizens to respond effectively
to disasters and other extraordinary events. The business of
the Corporation shall not be conducted for pecuniary gain or
profit to the members thereof. Primary intent of the Corporation
shall be as follows:
1. To engage in any and all activities
and pursuits, and to support or assist such other organizations,
as may be reasonably related to the forgoing and following purposes.
(a) To act and operate exclusively as a
nonprofit corporation pursuant to the laws of the State of Utah
and the United States, and act as a charitable organization in
lessening the burden to the public services and enhancing and
augmenting any Community Emergency Response Team training programs
currently operating.
(b) To solicit and receive contributions,
purchase, own and sell real and personal property, to make contracts,
to invest corporate funds, to spend corporate funds for corporate
purposes, and to engage in any activity "in furtherance
of, incidental to, or connected with any of the other purposes".
(c) To solicit in-kind, as well as financial
donations of disaster preparedness and extraordinary events equipment
and the delivery of such equipment together with the necessary
assistance to organized and functional community emergency response
teams for education, training and use of equipment "in furtherance
of, incidental to, or connected with any of the other purposes".
2. No part of the net earnings of the corporation
shall inure to the benefit of, or be distributable to it's members,
trustees, officers, or other persons, except that the corporation
shall be authorized and empowered to pay reasonable compensation
for services rendered to the corporation and to make payments
and distributions in furtherance of the purposes set forth herein;
(a) No substantial part of the activities
of the corporation shall be 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 statements) any political campaign on behalf
of any candidate for public office except as authorized under
the Internal Revenue Code of 1954 as amended;
(b) The corporation shall not carry on
any other activities not permitted to be carried on by a corporation
exempt from Federal income tax under 501(c)(3) of the Internal
Revenue Code of 1954, as amended (or the corresponding provision
of any future United States Internal Revenue law).
(c) The Corporation shall give notification
to the membership and the public ten (10) days prior to any vote
by the Board of Trustees on changing the Articles of Incorporation
and Bylaws.
(d) The Utah State Department of Commerce
and the U. S. Internal Revenue Service or their agents may audit
the books of the Corporation at any time and the Corporation
will provide an annual financial report and copies of annual
tax filing and annual reports filed with the Lieutenant Governor's
office to the general public in accordance with the Government
Records And Management Act as adopted by the Board of Trustees.
(e) The Corporation shall provide the public
and regulatory governmental representatives with an annual plan
for the anticipated use of donated funds received during the
previous year(s). The plan shall contain a statement of estimated
cost of Corporate resources used to collect donated services,
materials, and funds. The plan shall be submitted on or before
the first day of May each Year.
(f) The Corporation shall, when possible,
enter into contracts between the corporation and the private
or public sectors to help define the relationship of donated
employee(s) support services and to meet all other purposes of
the corporation as stated herein.
3. The above-stated purposes shall not
be construed as a limitation upon the activities of this Corporation
and it shall be entitled to pursue any other purposes cited in
or provided for under the statutes of the State of Utah provided
that it shall exercise only such powers as are in furtherance
of the aforesaid educational and preparedness purposes and in
compliance with applicable Internal Revenue Code Provisions.
4. To do all other lawful acts necessary
or convenient to accomplish the purposes set forth herein.
5. To have all powers that may be conferred
upon a non-profit corporation pursuant to the Utah Non-Profit
Corporation and Cooperative Association Act as it may be amended
from time to time.
Article IV
MEMBERSHIP
The Corporation shall have members as established
by the Board of Trustees with the establishment of general requirements
to be provided for in the By Laws of the Corporation. It will
be established to have member status, voting rights, and associate
member status with representation through the voting member of
the Board of Trustees.
Article V
BY-LAWS
Provisions for the overall regulation of
the internal affairs or the corporation shall be set forth in
the By-Laws, to be known as Association of Volunteer Emergency
Response Teams, Inc., AVERT Bylaws.
Article VI
SHARES OF STOCK
Shares of stock evidencing membership
in the Corporation shall not be issued nor required.
Article VII
VOTING RIGHTS
Each Board Member in good standing shall
have the authority to cast one vote in elections and other such
business of the corporation and at special meetings of members
at large called from time to time by the Board of Trustees. Board
Membership status will be granted as outlined in the Bylaws of
the Corporation. Associate or General member status may be granted
to any business, governmental entity or individual with interests
and goals which contribute to furthering those of the Corporation.
Honorary Membership status, without voting capabilities, may
be granted by the Board of Trustees.
Article VIII
ANNUAL MEETING
An annual meeting of the members of the
Corporation shall be held at a time and place to be determined
by the Board of Trustees as set forth in the By-Laws.
Article IX
BOARD OF TRUSTEES
The number of trustees of this corporation
shall be three (3), or more than three, to a maximum of twelve
(12), as fixed from time to time by the By-Laws of the Corporation.
A majority of the members of the Board
of Trustees shall constitute a quorum for the transaction of
business including the filling of vacancies on the Board of Trustees
at any regular or special meeting of the Board of Trustees.
The Trustees shall be elected by the remaining
members of the Board of Trustees. The term in office of the Trustee
of the Board of Trustees shall be as provided in the By-Laws
of the Corporation or until their successors have been elected
and qualified.
The current number of Trustees constituting
the AVERT Board of Trustees of the Corporation is nine, and the
names and street addresses of the persons who are to serve as
Trustees until their successors are elected and shall qualify
are:
Board of Trustees (addresses omitted)
|
D. Chris Springer |
Chesley J. Barnes, Sr. |
|
Rita Wolfgram |
Verl D. Jensen |
|
Larry A. Hiller |
Robert M. Fowler |
|
Kenneth B. Moravec |
Nancy M. Sanchez |
|
Troy Walker |
* |
|
* |
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Article X
INCORPORATORS
The names and addresses of the incorporators
are:
Incorporators (addresses omitted)
|
J. Chris Cage |
Rick W. Hanley |
Article XI
REGISTERED OFFICE AND AGENT
The address of the corporation's initial
registered office shall be:
Post Office Box 27222
Salt Lake City, Utah 84127-0222
Such office may be changed at any time
by the Board of Trustees without amendment of these Articles
of Incorporation.
The corporations current registered
agent at such address shall be:
D. Chris Springer.
I hereby acknowledge and accept appointment
as corporate registered agent:
D. Chris Springer
Signature:
Article XII
PRINCIPAL PLACE OF BUSINESS
The principal place of business of this
Corporation shall be P. O. Box 27222, Salt Lake City, Utah 84127-0222.
The business of this Corporation may be conducted in all counties
of the State of Utah and in all states of the United States,
and in the territories thereof, and in all foreign countries
as the Board of Trustees shall determine.
Article XIII
EARNINGS
No part of the net earnings of the corporation
shall inure to the benefit of, or be distributable to its 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 the furtherance of the purposes set forth in Article III hereof.
No substantial part of the activities of the corporation shall
be 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 statements)
any political campaign on behalf of or in opposition to any candidate
for public office. Not withstanding any other provision of these
Articles of Incorporation, the corporation shall not carry on
any other activities not permitted to be carried on:(a) by a
corporation exempt from federal income tax under Section 501(c)(3)
of the Internal Revenue Code of 1986, as amended or supplemented,
or
(b) by a corporation, contributions to
which are deductible under Section 170(c)(2) of the Internal
Revenue Code, as amended or supplemented; or
(c) by a corporation exempt from taxation
pursuant to section 59-13-4(4), Utah Code Annotated.
The Corporation may by agreement receive
funds from any individual, group, organization, or agency, whether
public or private in furtherance of and consistent with the above-stated
purposes.
Article XIV
NON-LIABILITY
No Trustee of the corporation shall have
personal liability to the Corporation for monetary damages for
breach of fiduciary duty as a Trustee, except for;
(i) breach of Trustee's duty of loyalty
to the Corporation;
(ii) acts of omission not in good faith
or which involve intentional misconduct for a known violation
of the law;
(iii) consenting to or participating in
the making of a loan by the Corporation to an officer or Trustee
of the Corporation; or
(iv) any transaction from which the Trustee
derives an improper personal benefit.
Nothing contained herein is to be construed
to deprive any Trustee of any available right to a defense ordinarily
available to a Trustee, nor will anything herein be construed
to deprive any Trustee of any right otherwise available for contribution
from any other director or other person.
The Corporation shall indemnify, to the
maximum extent permitted by law, any person who is or was a director,
officer, Trustee, agent, fiduciary or employee of the Corporation
against any claim, liability or expense arising against or incurred
by such person if such person is made party to a proceeding because
such person is or was serving another entity as officer, director,
partner, trustee, employee, fiduciary or agent in the employ
of the Corporation. The Corporation shall have the authority
to the maximum extent permitted by law to purchase and maintain
insurance providing such indemnification.
Article XV
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,
as amended or supplemented, or shall be distributed to the federal
government or inure to the benefit of the State of Utah or a
department, division or political subdivision thereof or to a
successor corporation for the purpose and benefit for which it
was created. Any such assets not 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.
In Witness Whereof, D. Chris Springer,
Chesley J. Barnes, Sr., Larry A. Hiller, Robert M. Fowler, Nancy
M. Sanchez, Rita Wolfgram, Verl D. Jensen, Kenneth B. Moravec,
and Troy Walker have adopted these Amended Articles of Incorporation
in duplicate this 13th day of October, 1999, and say:
That they are all Trustees herein; that
they have read the above and forgoing Amended Articles of Incorporation;
know the contents thereof and that the same is true to the best
of their knowledge and belief, excepting as to matters herein
alleged upon information and belief and as to those matters they
believe to be true.
Signatures
|
Nancy M. Sanchez |
Rita Wolfgram |
|
D. Chris Springer |
Chesley J. Barnes, Sr. |
|
Troy Walker |
Verl D. Jensen |
|
Larry A. Hiller |
Robert M. Fowler |
|
Kenneth B. Moravec |
* |
|
* |
* |
|