Loading...
HomeMy WebLinkAboutYear 200 Celebration Articles of IncorporationL. David Henningson James E. Snoxell Kenneth Corey-Edstrom* Steven M. Graffunder** Jeffrey A. Berg John E. Olmon Mark V. Steffenson Richard J. Krambeer Ronald M. Otten JoAnne Jankowski Theodore C. Landwehr Scott A. Wold Kermit J. Nash MINNEAPOLIS OFFICE 6160 Summit Drive, Sixth Floor Minneapolis, MN 55430-4001 Telephone: (763) 560-5700 Fax: (763) 560-0119 MAPLE GROVE OFFICE 7767 Elm Creek Blvd., Suite 300 Maple Grove, MN 55369 Telephone: (763) 420-4100 Please reply to Minneapolis Office son & Snoxell LTD z *Board Certified in Business Bankruptcy Law by the ABC **Real Property Law Specialist, Certified by the MSBA December 14, 2001 Personal & Confidential Sue LaCrosse Brooklyn Center Year 2000 Celebration 6301 Shingle Creek Parkway Brooklyn Center, MN 55430 Re: Our Client: Brooklyn Center Year 2000 Celebration Our File No.: 20305-001 Dear Ms. LaCrosse: Pursuant to our December 13, 2001 telephone conversation, we are forwarding the corporate record book for the above-referenced matter. I understand that you will continue to forward copies of the Minutes for our records. Thank you for your attention to this letter. Sincerely, HENNINGSON & SNOXELL, LTD. Jennifer J. Holzschuh Paralegal JJH/tbm ends. IA111flhIIIlIilhIfl41171111111UNIVIVii1711111111 1717171WAINIIIW1717171WI IIYII■111it1711171 iftWlit■Int 1 1111111111 state of minne s% SECRETARY OF STATE CERTIFICATE OF INCORPORATION I, Mary Kiffmeyer, Secretary of State of Minnesota, do certify that: and acknowledged in the Office of incorporation of accordance with Statutes listed Articles of Incorporation, duly signed under oath, have been filed on this date the Secretary of State, for the the following corporation, under and in the provisions of the chapter of Minnesota below. This corporation is now legally organized under the laws of Minnesota. Corporate Name: Brooklyn Center Year 2000 Celebration Committee Corporate Charter Number: 1U-419 Chapter Formed Under: 317A This certificate has been issued on 12/01/1999. MINNEAPOLIS OFFICE 6160 Summit Drive, Sixth Floor Minneapolis, MN 55430-4001 Telephone: (763) 560-5700 Fax: (763) 560-0119 MAPLE GROVE OFFICE 7767 Elm Creek Blvd., Suite 300 Maple Grove, MN 55369 Telephone: (763) 420-4100 Please reply to Minneapolis Office L. David Henningson James E. Snoxell Steven M. Graffunder* Jeffrey A. Berg John E. Olmon Mark V. Steffenson Richard J. Krambeer Ronald M. Otten JoAnne Jankowski Theodore C. Landwehr Scott A. Wold Kermit J. Nash son & Snoxell LTD *Real Property Law Specialist, Certified by the MSBA January 17, 2002 Personal & Confidential Sue LaCrosse Brooklyn Center Special Events Committee 6301 Shingle Creek Parkway Brooklyn Center, MN 55430 Re: Our Client: Brooklyn Center Special Events Committee f/kJa Brooklyn Center Year 2000 Celebration Committee Our File No.: 20,305-001 Dear Sue: Pursuant to Mr. Henningson's letter to Mr. Cohen dated December 27, 2001, I am enclosing the original Amendment of Articles of Incorporation that was filed with the Minnesota Secretary of State's office on December 27, 2001. This Amendment changed the name from Brooklyn Center Year 2000 Celebration Committee to Brooklyn Center Special Events Committee. Please file this original Amendment of Articles in front of the Articles of Incorporation in the corporate record book. If you have any questions concerning this, please do not hesitate to contact me. Thank you for your attention to this matter. Sincerely yours, HENNINGSON & SNOXELL, LTD. Linda M. Buehring Paralegal LMB/tbm Encl. cc: Phil Cohen MINNESOTA SECRETARY OF STATE AMENDMENT OF ARTICLES OF INCORPORATION READ INSTRUCTIONS LISTED BELOW, BEFORE COMPLETING THIS FORM. 1.Type or print in black ink. 2.There is a $35.00 fee payable to the Secretary of State for filing this "Amendment of Articles of Incorporation". 3. Return Completed Amendment Form and Fee to the address listed on the bottom of the form. CORPORATE NAME: (List the name of the company prior to any desired name change) Brooklyn Center Year 2000 Celebration Committee This amendment is effective on the day it is filed with the Secretary of State, unless you indicate another date, no later than 30 days after filing with the Secretary of State.01/01/2002 Format(mm/dd/yyyy) The following amendment(s) to articles regulating the above corporation were adopted: (Insert full text of newly amended article(s) indicating which article(s) is (are) being amended or added.) If the full text of the amendment will not fit in the space provided, attach additional numbered pages. (Total number of pages including this form 1 .) ARTICLE I The name of this corporation is: BROOKLYN CENTER SPECIAL EVENTS COMMITTEE This amendment has been approved pursuant to Minnesota Statutes chapter 302A or 317A. I certify that I am authorized to execute this amendment and I further certify that I understand that by signing this amendment, I am subject to the penalties of perjury as set forth in section 609.48 as if I had signed this amendment under oath. (9VaturebTAuthorized Person) Name and telephone number of contact person: L. David Henningson F63 )560-5700 Please print legibly All of the information on this form is public and required in order to process this filing. Failure to provide the requested information will prevent the Office from approving or further processing this filing. If you have any questions please contact the Secretary of State's office at (651)296-2803, DEPARTMENT OF STATEFILED DEC 27 2 001 08921340 Rev. 10/98 Secretary of State021083 STATE OF MINNESOTA RETURN TO:Secretary of State 180 State Office Bldg., 100 Constitution Ave. St. Paul, MN 55155-1299, (651)296-2803 ARTICLES OF INCORPORATION OF BROOKLYN CENTEk YEAR 2000 CELE ItRATION COMMITTEE The undersigned, of full age, for the purpose of forming a nonprofit corporation under and pursuant to the provisions of Chapter 317A, Minnesota Statutes, known as the Minnesota Nonprofit Corporation Act, and laws amendatory thereof and supplementary thereto, do hereby adopt the following Articles of Incorporation: ARTICLE I The name of this Corporation is: Brooklyn Center Year 2000 Celebration Committee ARTICLE II The purpose of this Corporation shall be as follows: A.To engage exclusively in charitable, educational, and social welfare purposes for the common good and general welfare of the community. B.To enter into obligations or contracts and do any act incidental to the transaction of its organizational goals or expedient to the purposes stated in its Articles of Incorporation. C.To acquire, by purchase or otherwise, own, hold, buy, sell, convey, lease, mortgage or encumber real estate or other property, personal or mixed. D.To borrow money and to issue bonds, debentures or obligations of this corporation from time to time for any of the purposes hereof and to secure the same by mortgage, pledge, deed of trust, or otherwise. E.To engage in such other activities not inconsistent with the activities enumerated above as the corporation might from time to time deem advisable. F.To be organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(4) of the Internal Revenue Service Code. 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)(4) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law. G. To do any and all things reasonably necessary or incident to accomplish said purposes. ( 034610 ARTICLE III 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 or intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office. ARTICLE IV This corporation shall not afford pecuniary gain, incidentally or otherwise to its members, officers or directors. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors, officers or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered. ARTICLE V The duration of the corporation shall be perpetual unless the corporate existence is sooner dissolved according to law. ARTICLE VI The location and post office address of its registered office in the State of Minnesota is: Brooklyn Center Year 2000 Celebration Committee 6301 Shingle Creek Parkway Brooklyn Center, MN 55430 ARTICLE VII This corporation shall not have any capital stock. ARTICLE VIII. The number of Directors constituting the first Board of Directors of this corporation shall be no less than three (3), and the tenure in office of such first Board of Directors shall be one (1) year or until successors are elected and qualified. The name and address of each first Director is: Philip Cohen 5501 Humboldt Avenue North Brooklyn Center, MN 55430 Tony Kuefler 5943 Abbott Avenue North Brooklyn Center, MN 55429 Henry Dorff 5320 — 71 st Circle North Brooklyn Center, MN 55429 ARTICLE IX No officer, director, or member of the corporation shall have any personal liability for corporate obligations. ARTICLE X The name and post office address of the Incorporator is: L. David Henningson 6160 Summit Drive Sixth Floor Minneapolis, MN 55430 ARTICLE XI Amendments to these Articles shall be made at a meeting of the Board of Directors called for such purpose, by a vote of the majority of the board who are present at the meeting and entitled to vote on the proposed amendment. Notice of the meeting and of the proposed amendment shall be given to each board member at least five (5) days before the date scheduled for said meeting.. ARTICLE XII The corporation will indemnify any director or officer made a party, or threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigation (other than one by or in the right of the corporation to procure a judgment in its favor, brought to impose a liability on such person for an act alleged to have been committed by such person in his or her capacity as director or officer of the corporation, or as director, officer, employee or agent of any other entity when he or she served at the request of the corporation) against judgments, amounts paid in settlement and reasonable expenses, including attorney's fees, actually and necessarily incurred as a result of such action, suit or proceeding or any appeal therein, if such person is either successful in his or her defense of if the proceeding is terminated by settlement, and if such person acted in good faith in the reasonable belief that such action was in the best interests of the corporation, and in criminal actions or proceedings, without reasonable ground for belief that such action was unlawful. The Board of Directors shall have the sole discretion to determine whether amounts for which a director or officer seeks indemnification were properly incurred and whether such director or officer acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation and whether, with respect to any criminal action or proceeding, he or she had no reasonable ground for belief that such action was unlawful. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding. ARTICLE XIII Upon the voluntary or involuntary dissolution of this 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 of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for purposes as shall at the time qualify as an exempt organization or organizations under section 501(c) of the Internal Revenue Code of 1986, or the corresponding provisions of any future United States federal tax code, as the board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the court of competent jurisdiction 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, I have hereunto set my hand on December 1, 1999. , L. David Henningson STATE OF MINNESOTA DEPARTMENT OF STATEFILED LC 01 1999 %Y. V4jr7 Secretary 01 State AUTHENTICATION OF RECORD BOOK AND RECORDS OF BROOKLYN CENTER YEAR 2000 CELEBRATION COMMITTEE I, the undersigned, being the first Secretary of Brooklyn Center Year 2000 Celebration Committee, a corporation duly organized and existing under and by virtue of the laws of the State of Minnesota and evidenced by a Certificate of Incorporation issued by the Secretary of State of the State of Minnesota, under the Great Seal of the State of Minnesota, on the 1st day of December, 1999, for the purpose of the adoption and of the identification of this Book, together with the records therein contained, as the Book of Records of the Corporation and as the original Record of the organization thereof, have hereunto subscribed my hand in the City of Brooklyn Center, County of Hennepin, State of Minnesota, on the 8th day of December, 1999. Secretary