Of
Third
Iowa Cavalry Re-enactors, Inc.
TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:
I, the undersigned, acting as an
Incorporator of a corporation under chapter 504A of the Iowa Code, 2006, adopt
the following Articles of Incorporation for such corporation:
Article
I
Name
The name of the Corporation is the Third Iowa Cavalry Re-enactors.
Article II
The period of its duration is perpetual.
Purpose
Said Corporation is organized exclusively for the purpose of educating the general public about the American Civil War, through lectures, reenactments, historical portrayals, and any other educational medium , of the life and time of the Civil War Era.
The Corporation is not organized for profit. No part of the net earnings of the Corporation shall inure to the benefit of any 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 affecting one or more of its purposes), and no director or officer of the Corporation, or any private individual, shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. 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. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any activity 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 the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section170(c)(2) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law).
The address of its initial Registered Office in the State of Iowa is: 5141 Oakcrest Hill Road Southeast, in the County of Johnson and the name of its initial Registered Agent at such address is Kyle Duane Hemsted.
The number of directors constituting the first board of directors of the Corporation is three, and the names and addresses of the persons who are to serve as the initial directors are:
Name Address
Kyle D. Hemsted 5141 Oakcrest Hill Road Southeast, Riverside, Iowa 52327
Christina Hemsted 5141 Oakcrest Hill Road Southeast, Riverside, Iowa 52327
Jason Von Ahsen 5137 Oakcrest Hill Road Southeast, Riverside, Iowa 52327
Membership provisions of this corporation are defined in the bylaws.
The names and addresses of the Incorporators are:
Name Address
Kyle D. Hemsted 5141 Oakcrest Hill Road Southeast, Riverside, Iowa 52327
Christina Hemsted 5141 Oakcrest Hill Road Southeast, Riverside, Iowa 52327
Jason Von Ahsen 5137 Oakcrest Hill Road Southeast, Riverside, Iowa 52327
The Corporation shall have all of the powers given to it by the laws of the state of Iowa; provided, however, only such powers shall be exercised as are in furtherance of the tax-exempt purposes of the Corporation and as may be exercised by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or corresponding provisions of any future United States Internal Revenue Law).
(A) The Corporation will distribute its income for each tax year at such time and in such manner so that it will not become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any later federal tax laws.
(B) The Corporation will not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any later federal tax laws.
(C) The Corporation will not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any later federal tax laws.
(D) The Corporation will not make any investments in a manner that would subject it to tax under Section 4944 of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any later federal tax laws.
(E) The Corporation will not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any later federal tax laws.
Upon the dissolution of the Corporation, the board of directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all assets of the Corporation for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding section of any future federal tax code, or the assets shall be distributed to the federal government, or to a state or local government, for a public purpose.
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 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.
IN WITNESS WHEREOF, the Incorporators have caused the execution of the foregoing Articles of Incorporation on this 15th day of February, 2006.
Incorporator Incorporator Incorporator
Kyle D. Hemsted Christina Hemsted Jason Von Ahsen