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The
Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF ORGANIZATION
(General Laws, Chapter 180)
Certified
by the
Secretary of the Commonwealth of Massachusetts
on May 13, 2002.
ARTICLE I
The exact name of the Corporation is:
Council
of State Historical
Records Coordinators, Inc.
ARTICLE II
The purpose of the corporation is to engage in the following
activities:
The purpose
of the Council is to promote the preservation of and access to
the documentary
heritage of the United States through the development of strong,
cooperative,
public and private historical records programs in the states and
territories
of the United States through reciprocal support, advice, and
collaboration
with the National Historical Publications and Records Commission
and other
organizations.
Notwithstanding the foregoing, however, the Corporation is
organized exclusively
for one or more of the purposes as specified in Section
501(c)(3) of the
Internal Revenue Code, including for such purposes, educating
the creators
and custodians of records and the public at large about the
significance
of the nation's documentary heritage, ensuring the proper care
of historical
records by public and private entities nationwide, and
facilitating access
to and use of these records.
ARTICLE III
A corporation may have one or more classes of members. If it
does,
the designation of such classes, the manner of election or
appointments,
the duration of membership and the qualification and rights,
including
voting rights,
of the members of each class, may be set forth in the by-laws of
the
corporation or may be set forth below:
The membership
provisions of this Corporation shall be stated in the Bylaws of
this Corporation.
ARTICLE IV
**Other lawful provisions, if any, for the conduct and
regulation of
the business and affairs of the corporation, for its voluntary
dissolution,
or for limiting, defining, or regulating the powers of the
corporation,
or of its Directors or members, or of any class of members, are
as follows:
A.
Tax-Exempt Provisions
1. This
corporation is organized exclusively for charitable, religious,
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 the corresponding section of
any future
federal tax code. Notwithstanding any other provision of these
articles,
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, or the
corresponding
section of any future federal tax code; or (b) by a corporation,
contributions
to which are deductible under section 170(c)(2) of the Internal
Revenue
Code, or the corresponding section of any future federal tax
code.
2. No
part of the assets of the corporation and 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 Two.
3. No
substantial part of the activities of the corporation shall be
the carrying
on of propaganda, or otherwise attempting to influence
legislation except
to the extent that the corporation makes expenditures for
purposes of
influencing legislation in conformity with the requirements of
Section
501(h) of the Internal Revenue Code; and the corporation shall
not participate
in, or intervene in (including the publishing or distributing of
statements),
any political campaign on behalf of or in opposition to any
candidate
for public office.
4. Except
as may be otherwise required or permitted by law, the
corporation may
at any time authorize a petition for its dissolution to be filed
with
the Supreme Judicial Court of the Commonwealth of Massachusetts
pursuant
to Section 11 A of Chapter 180 of the Massachusetts General Laws
by the
affirmative vote of a majority of the directors of the
corporation then
in office; provided, however, that in the event of any
liquidation, dissolution,
termination, or winding up of the corporation (whether
voluntary, involuntary,
or by operation of law), the property or assets of the
corporation remaining
after providing for the payment of its debts and obligations
shall be
conveyed, transferred, distributed, and set over outright to one
or more
educational, charitable, religious or literary institutions or
organizations,
created and organized for non-profit purposes similar to those
of the
corporation, contributions to which non-profit institutions of
organizations
are deductible under Section 170(c) of the Code and which
qualify as exempt
from income tax under Section 501(c)(3) of such Code as such
sections
may, from time to time, be amended or added to or under any
successor
sections thereto, as a majority of the total number of the
directors of
the corporation may by vote designate and in such proportions
and in such
manner as may be determined in such vote; provided, further,
that the
corporation's property may be applied to charitable, religious,
literary
or educational purposes in accordance with the doctrine of cy
pres in
all respects as a court having jurisdiction in the premises may
direct.
5. In
any taxable year in which the corporation is a private
foundation as described
in IRC section 509(a), the organization shall distribute its
income for
said period at such time and manner as not to subject it to tax
under
IRC section 4942, and the organization shall not: (a) engage in
any act
of self-dealing as defined in IRC section 4941(d); (b) retain
any excess
business holdings as defined in IRC section 4943(c); (c) make
any investments
in such a manner as to subject the organization to tax under IRC
section
4944; or (d) make any taxable expenditures as defined in IRC
section 494S(d)
or corresponding provisions of any subsequent federal tax laws.
B.
Other Lawful Provisions
1.
The corporation shall have the following powers in furtherance
of its
corporate purposes:
(a)
The corporation shall have perpetual succession in its
corporate name.
(b)
The corporation may sue and be sued.
(c)
The corporation may have a corporate seal which it may alter
at its
pleasure.
(d)
The corporation may elect or appoint directors, officers,
employees
and other agents, fix their compensation and define their
duties and
obligations.
(e)
The corporation may purchase, receive or take by grant, gift,
devise,
bequest or otherwise, lease, or otherwise acquire, own, hold,
improve,
employ, use and otherwise deal in and with, real or personal
property,
or any other interest therein, wherever situated, in an
unlimited amount.
(f)
The corporation may solicit and receive contributions from any
and all
sources and may receive and hold, in trust or otherwise, funds
received
by gift or bequest.
(g)
The corporation may sell, convey, lease, exchange, transfer or
otherwise
dispose of, or mortgage, pledge, encumber or create a security
interest
in all, or any of its property, or any interest therein,
wherever situated.
(h)
The corporation may purchase, take, receive, subscribe for, or
otherwise
acquire, own, hold, vote, employ, sell, lend, lease, exchange,
transfer,
or otherwise dispose of, mortgage, pledge, use and otherwise
deal in
and with, bonds and other obligations, shares, or other
securities or
interests issued by others, whether engaged in similar or
different
business, governmental, or other activities.
(i)
The corporation may make contracts, give guarantees in
furtherance of
its corporate purposes and incur liabilities, borrow money at
such rates
of interest as the corporation may determine. issue its notes,
bonds
and other obligations, and secure any of its obligations by
mortgage,
pledge or encumbrance of, or security interest in. all or any
of its
property or any interest therein, wherever situated.
(j)
The corporation may lend money, invest and reinvest its funds,
and take
and hold real and personal property as security for the
payment of funds
so loaned or invested.
(k)
The corporation may do business, carry on its operations, and
have offices
and exercise the powers granted by Massachusetts General Laws,
Chapter
180. in any jurisdiction within or without the United States,
although
the corporation shall not be operated for the primary purpose
of carrying
on for profit a trade or business unrelated to its tax exempt
purposes.
(1)
The corporation may pay pensions, establish and carry out
pensions,
savings, thrift and other retirement and benefit plans, trusts
and provisions
for any or all of its directors, officers and employees.
(m)
The corporation may make donations in-such amounts as the
members or
directors shall determine, irrespective of corporate benefit,
for the
public welfare or for community fund, hospital, charitable,
religious,
educational, scientific, civic, or similar purposes, and in
time of
war or other national emergency in aid thereof, provided that;
as long
as the corporation is entitled to exemption from federal
income tax
under Section 501(c)(3) of the Internal Revenue-Code, it shall
make
no contribution for other than religious, charitable,
scientific, testing
for public safety, literary or educational purposes or for the
prevention
of cruelty to children or animals.
(n)
The corporation may be an incorporator of other corporations
of any
type or kind.
(o)
The corporation may be a partner in any enterprise which it
would have
power to conduct by itself.
(p)
These Articles may be altered, amended or repealed and new
Articles
adopted by the affirmative vote of two-thirds of the entire
Board of
Directors at a meeting of the Board of Directors. Notice of
the meeting
setting forth the proposed amendment or a summary of the
changes to
be effected thereby shall be given to each director at least
ten (10)
days prior thereto by written notice delivered personally or
sent by
mail to each director at his or her address as shown by the
records
of the Corporation. If mailed, such notice shall be deemed to
be delivered
when deposited in the United States mail so addressed, with
postage
thereon paid.
(q)
Meetings of the members may be held anywhere in the United
States.
(r)
The corporation shall, to the extent legally permissible and
only to
the extent that the status of the corporation as an
organization exempt
under Section 501(c)(3) of the Internal Revenue Code is not
affected
thereby, indemnify each of its directors, officers, employees
and other
agents (including persons who serve at its request as
directors, officers,
employees or other agents of another organization in which it
has an
interest) against all liabilities and expenses, including
amounts paid
in satisfaction of judgments, in compromise or as fines and
penalties,
and counsel fees, reasonably incurred by him in connection
with the
defense or disposition_ of any action, suit or other
proceeding, whether
civil or criminal, in which he may be involved or with which
he may
be threatened, while in office or thereafter, by reason of his
being
or having been such a director, officer, employee or agent,
except with
respect to any matter as to which he shall have been
adjudicated in
any proceeding not to have acted in good faith in the
reasonable belief
that his action was in the best interests of the corporation;
provided,
however, that as to any matter disposed of by a compromise
payment by
such director, officer, employee or agent, pursuant to a
consent decree
or otherwise, no indemnification either for said payment or
for any
other expenses shall be provided unless such compromise shall
be approved
as in the best interests of the corporation, after notice that
it involves
such indemnification:
1)
by a disinterested majority of the directors then in office;
2)
by a majority of the disinterested directors then in office,
provided
that there has been obtained an opinion in writing of
independent
legal counsel to the effect that such director, officer,
employee
or agent appears to have acted in good faith in the
reasonable belief
that his action was in the best interests of the
corporation; or
(3)
by a majority of the disinterested members entitled to vote,
voting
as a single class.
Expenses,
including counsel fees, reasonably incurred by any such
director, officer,
employee or agent in connection with the defense or
disposition of any
such action, suit or other proceeding, may be paid from tine
to time
by the corporation in advance of the final disposition thereof
upon
receipt of an undertaking by such individual to repay the
amounts so
paid to the corporation if he shall be adjudicated to be not
entitled
to indemnification under Massachusetts General Laws, Chapter
180, Section
6. The right of indemnification hereby provided shall not be
exclusive
of or affect any other rights to which any director. officer.
employee
or agent may be entitled. Nothing contained herein shall
affect any
rights to indemnification to which corporate personnel may be
entitled
by contract or otherwise under law. As used in this paragraph,
the terms
"directors, "officers. "employees", and "agents"
include their respective heirs, executors and administrators,
and an
"interested director" is one against whom in such capacity
the proceeding in question or another proceeding on the same
or similar
grounds is then pending.
(s)
No person shall be disqualified from holding office by reason
of any
interest. In the absence of fraud, any director, officer, or
member
of this corporation individually, or any individual having any
interest
in any concern in which any such directors, officers, members,
or individuals
have any interest, may be a party to, or may be pecuniarily or
otherwise
interested in, any contract, transaction, or other act of this
corporation,
and
(i)
such contract, transaction, or act shall not be in any way
invalidated
or otherwise affected by that fact;
(ii)
no such director, officer, member, or individual shall be
liable to
account to this corporation for any profit or benefit
realized through
any such contract, transaction, or act; and
(iii)
any such director of this corporation may be counted in
determining
the existence of a quorum at any meeting of the directors or
of any
committee thereof which shall authorize any such contract,
transaction,
or act, and may vote to authorize the same;
the
term "interest" including personal interest and interest as
a director, officer, stockholder, shareholder, trustee,
member, or beneficiary
of any concern: the term "concern" meaning any corporation,
association, trust, partnership, firm, person, or other entity
other
than this corporation.
(t)
The corporation shall have and may exercise all powers
necessary or
convenient to effect any or all of the purposes for which the
corporation
is formed; provided that no such power shall be exercised in a
manner
inconsistent with Massachusetts General Laws, Chapter 180 or
any other
chapter of the General Laws of the Commonwealth of
Massachusetts; and
provided. further, that the corporation shall not engage in
any activity
or exercise any power which would deprive it of any exemption
from federal
income tax which the corporation may receive under Section
501(c)(3)
of the Internal Revenue Code.
(u)
All references herein:. (1) to the Internal Revenue Code shall
be deemed
to refer to the Internal Revenue Code of 1986. as now in force
or hereafter
amended; (2) to the General Laws of the Commonwealth of
Massachusetts,
or any chapter thereof, shall be deemed to refer to said
General Laws
or chapter as now in force or hereafter amended: and (3) to
particular
sections of the Internal Revenue Code or the General Laws of
the Commonwealth
of Massachusetts shall be deemed to refer to similar or
successor provisions
hereafter adopted.
ARTICLE V
The by-laws of the corporation have been duly adopted and the
initial
Directors, president,
treasurer and clerk or other presiding, financial or recording
officers,
whose names are
set out on the following page, have been duly elected.
ARTICLE VI
The effective date of organization of the corporation shall
be the
date approved and
filed by the Secretary of the Commonwealth. If a later effective
date
is desired,
specify such date which shall not be more than thirty days after
the date
of filing.
ARTICLE VII
The information contained in Article VII is not a permanent
part of
the Articles of Organization.
a. The
street address of the principal office of the corporation in
Massachusetts
is:
Council
of State Historical Records Coordinators, c/o Massachusetts
State Archives,
220 Morrissey Boulevard, Boston, MA 02125
b. The
name, residential address and post office address of each
director and
officer of the corporation is as follows:
NAME
/ ADDRESS
President:
Walter P. Gray State Archivist
California State Archives
1020 O Street, Sacramento, CA 95814
Telephone: 916-653-8099; Fax: 916-653-7134
E-mail: wgray@ss.ca.gov
Treasurer:
Timothy Slavin State Archivist and Records Administrator
Delaware Public Archives
Hall of Records, 121 Duke of York Street,
Dover, DE 19901
Telephone: 302-739-5318; Fax: 302-739-2578
E-mail: tslavin@state.de.us
Clerk:
H. T. Holmes Director
Mississippi Archives and Library Division
P.O. Box 571, Jackson, MS 39205-0571
Telephone: 601-359-6877; Fax: 601-359-6964
E-mail: hholmes @mdah.state.ms.us
Directors:
(or officers having the powers of Directors)
Wendy
E. Bredehoft, Director
Division of Cultural Resources, Barrett Building
2301 Central, Cheyenne, WY 82002
Telephone: 307-777-7013; Fax: 307-777-3543
E-mail: wbrede@state.wy.us
James
S. Henderson, State Archivist
Maine State Archives State House, Station 84, Augusta, ME
04333
Telephone: 207-287-5793; Fax: 207-287-5739
E-mail: james.henderson@state.me.us
Peter
Gottlieb, State Archivist
Wisconsin Historical Society
816 State Street, Madison, WI 53706
Telephone: 608-264-6480; Fax: 608-264-6486
E-mail: pgottlieb@whs.wisc.edu
c. The
fiscal year of the corporation shall end on the last day of the
month
of December.
d. The
name and business address of the Resident Agent of the
Corporation is:
William
Milhomme, Deputy Coordinator and Field Archivist
Massachusetts Historical Records Advisory Board
Massachusetts Archives at Columbia Point
220 Morrissey Blvd., Boston, MA 02125
Telephone: 617-727-2816
E-mail: William.Milhomme@sec.state.ma.us
I/We,
the below signed incorporator(s), do hereby certify under the
pains and
penalties of perjury that I/we have not been convicted of any
crimes relating
to alcohol or gaming within the past ten years. I/We do hereby
further
certify that to the best of my/our knowledge the above-named
officers
have not been similarly convicted. If so convicted, explain.
IN WITNESS
WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we,
whose signature(s)
appear below as incorporator(s) and whose name(s) and business
or residential
address(es) are clearly typed or printed beneath each signature,
do hereby
associate with the intention of forming this corporation under
the provisions
of General Laws, Chapter 180 and do hereby sign these Articles
of Organization
as incorporator(s) this 10th day of May, 2002.
[signed
by H.T. Holmes, clerk of the corporation.]
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