Minnesota State Society   

       







Minnesota State Society
Incorporation Code

Includes all amendments approved by members and filed with the
Government of the District of Columbia through May 22, 2002
Source: June 6, 1968, unless otherwise noted 

ARTICLES OF INCORPORATION
OF
MINNESOTA STATE SOCIETY OF WASHINGTON, D. C., INC.,

As Amended

ARTICLE ONE

The corporation bears the name and is known as “Minnesota State Society of Washington, D. C., Inc.”

ARTICLE TWO

The period of duration of the Minnesota State Society of Washington, D. C., Inc. is perpetual.

ARTICLE THREE

The purposes for which the corporation is organized are:

a)                  To foster, participate in, and encourage educational, cultural, charitable, civic, and patriotic programs, and activities in the District of Columbia and surrounding communities, giving recognition to the State of Minnesota, especially in conjunction with the National Conference of State Societies and other State and Territorial societies in the District of Columbia;

b)                  To maintain friendly and cooperative relations with the various State and Territorial societies in the District of Columbia and the National Conference of State Societies and other groups and organizations having a common interest in the State of Minnesota;

c)                  To represent the State of Minnesota in the annual Cherry Blossom Festival, other national and international activities involving the State and Territorial Societies, and inaugural events;

d)                  To maintain recognition as a State Society by the National Conference of State Societies by upholding and maintaining the purposes, objectives and integrity, and complying with the membership requirements, of the National Conference of State Societies;

e)                  To receive and administer funds, to take and hold by gift, payment, purchase or lease, either absolutely or in trust, any real and/or personal property, without limitation as to amount or value, except as may be required by law;

f)                    To sell convey and dispose of any such real and/or personal property and to invest and reinvest the principal and income there from and to deal with and expend such principal and income for any of the above stated purposes, without limitation, except as may be contained in the instrument under which such property is conveyed to Minnesota State Society of Washington, D.C., Inc. or otherwise imposed by law;

g)                  To promote and encourage activities which will serve effectively to enhance and promote the prestige of the State of Minnesota, and to stimulate a sense of pride with respect to the State of Minnesota among the members of Minnesota State Society of Washington, D.C., Inc., visitors to Washington, D.C, from the State of Minnesota and the public in general; and

h)                  To exercise any and all powers and rights provided and granted by the District of Columbia Nonprofit Corporation Act, under which Minnesota State Society of Washington, D.C., Inc. is organized.
[Approved and filed 21 December 2001]

ARTICLE FOUR

The membership of the Minnesota State Society of Washington, D. C. includes any:

a)  Minnesotan and members of h/h immediate family upon payment of the membership dues specified in the Bylaws of the Society.  A Minnesotan is any natural person who was born in Minnesota, has lived in Minnesota at some time in h/h life, has real property in Minnesota or has other direct ties or roots in Minnesota. 

b)  Non-Minnesotans and members of h/h immediate family, who have an affiliation with the State of Minnesota or wish to become associated with the Society, upon payment of the membership dues specified in the Bylaws. 

c)     
Business entities, or any civic, charitable, or governmental organizations organized under the laws of, or doing business in, the State of Minnesota, has other direct ties or roots in Minnesota, or wishes to become associated with the Society, upon approval by the Board of Governors or the Society.
[Approved 21 May 2002, filed 22 May 2002]

ARTICLE FIVE 

The Society shall have four classes of membership, the qualifications and rights of each class being described below. 

a)            Private membership shall be open to any Minnesotan and members of h/h immediate family upon payment of the membership dues specified in the Bylaws of the Society.   Private membership shall be available in the following subclasses;

1)  Private family membership shall include a Minnesotan and spouse and dependent children.  Family membership shall entitle the family to not more than two votes in any authorized election or vote among the members of the Society. 

2)  Private individual membership shall include a Minnesotan who wishes to join the Society in an individual capacity.  Each individual member shall be entitled to one vote in any authorized election or vote among the members of the Society.

Private membership shall terminate upon the failure of a member to pay h/h annual dues or upon the death of a member. 

b) Associate membership shall be open to any person and members of h/h immediate family, who, although not Minnesotans, have an affiliation with the State of Minnesota or wish to become associated with the Society, upon payment of the membership dues specified in the Bylaws.  Associate membership shall be available in the following subclasses;

1)  Associate family membership shall include an associate member and spouse and dependent children. 

2)  Associate individual membership shall include a person who wishes to join the Society in an individual capacity.

An associate member shall not be entitled to vote in any authorized election or vote among the members of the Society.  Associate membership shall terminate upon the failure of the member to pay h/h annual dues or upon the death of a member. 

c)            Corporate membership shall be open to any corporation or other business entity, and any civic, charitable or governmental organization or group which is organized under the laws of, and/or is doing business in, the State of Minnesota, has other direct ties or roots in Minnesota, or wishes to become associated with the Society, upon approval by the Board of Governors or the Society and the making of an annual donation/dues to the Society as specified in the Bylaws.  Each corporate membership shall include two non-dues-paying, complimentary private memberships to be held by persons who are members of, or designated by, the corporation or organization.  Corporate membership shall not entitle the corporation or organization to vote in any authorized election or vote among the members of the Society.  The complimentary private memberships shall include all voting rights which attach to the class of membership, as specified in paragraph a)2) of this Article Five.

Corporate membership shall terminate upon the failure of the corporation or organization to make its annual donation/dues or upon the dissolution of the corporation or organization in whose name the membership is recorded. 

d)           Honorary membership may be granted to prominent Minnesotans upon approval by the Board of Governors.  Subject to such approval, honorary membership shall extend to , but not limited to, Members of the Minnesota Congressional Delegation, Minnesotans on the U.S. Supreme Court, Minnesotans holding the offices of President, Vice president, or Cabinet Secretary and Minnesotans who have held such positions in the past.  Honorary members shall not be required to pay membership dues.  Honorary membership shall be available in the following subclasses;

1)  Honorary family membership shall include an honorary member and spouse and dependent children.  Honorary family membership shall entitle the family to not more than two votes in any authorized election or vote among the members of the Society. 

2)  Honorary individual membership shall include a person to whom honorary membership is granted in an individual capacity.  Each honorary individual member shall be entitled to one vote in any authorized election or vote among the members of the Society.

The duration of each honorary membership shall be determined by the Board of Governors. 

In Addition to the foregoing, any membership shall terminate upon the resignation of the member from the Society, or upon cancellation of the membership by the Board of Governors pursuant to the procedure provided therefore in the Bylaws of the Society.  Each private, associate, group or honorary member shall be entitled to equal and identical participation in activities organized or sponsored by the Society.  Membership or other interest in the Society may not be assigned. 

[Approved 21 May 2002, filed 22 May 2002] 

ARTICLE SIX

The members of the Board of Directors of the Minnesota State Society of Washington, D.C., Inc., known as the “Board of Governors”, shall be elected or appointed from among the members of the Society in the manner and for the terms provided in the Bylaws of the Society.  The number of Governors of the Society shall be fixed in the Bylaws, except that under no circumstances shall the number of Governors by less that three.  No decrease in the number of Governors shall have the effect of shortening the term of any incumbent Governor.

[Approved 21 May 2002, filed 22 May 2002]

ARTICLE SEVEN 

The internal affairs of the Minnesota State Society of Washington, D.C., Inc. shall be regulated by the Constitution and By-laws of such corporation in a manner consistent with the law.  Upon dissolution or final liquidation of the Society, and after payment of all liabilities and obligations of the Society as required by law, all remaining assets of the Society shall be distributed to one or more charitable organizations operating in the State of Minnesota.  Such organizations shall be selected by the Board of Governors. 

[Approved 21 May 2002, filed 22 May 2002]

ARTICLE EIGHT

The address of the registered office of the Minnesota State Society of Washington, D. C. is:

Dr. Charles Beer
W-707 Tiber Island
490 M Street, S.W.
Washington, D.C.20024

[Approved and filed 18 September 2001]

ARTICLE NINE

The number of directors constituting the initial board of directors is fifteen and the names and addresses, including street and number of the persons who are to serve as the initial directors until the first annual meeting or until their successors be elected and qualified are:
Mr. James R. Bartlett                            918 Palmer Road, Oxon Hill, Maryland
Mr. John Bystrom                                 6401 — 31st Place, N.W., Washington, D. C.
Mrs. N. Corcoran                                8617 Camille Drive, Potomac, Maryland
Capt. K. W. Cramp, USN                   2403 Lexington Road, Falls Church, Virginia
Mr. Merritt E. Freeman                        4405 Windom Place, N.W., Washington, D. C.
Miss Carol Cross                                 1213 — 29th Street, N.W., Washington, D. C.
Mr. Harold Cross                                 12401 Shelter Lane, Bowie, Maryland
Mrs. Lorna Hammes                             6208 Kentland Place, Springfield, Virginia
Mrs. Margaret C. Hoffmann                 4545 Connecticut Ave., N.W., Washington, D. C.
Mr. Grant W. Howard              11101 Childs Street, Silver Spring, Maryland
Mrs. Julia Olson                                   4209 Ferrara Drive, Silver Spring, Maryland
Mr. Jerome D. Schaller                         5020 — 37th Place, Washington, D. C.
Mr. Leslie S. Shapiro                            400 Eisner Street, Silver Spring, Maryland
Mr. Clarence Smith                              2913 Beau Lane, Fairfax, Virginia
Miss Mary Swanson                             510 N Street, S,W., Washington, D. C.

ARTICLE TEN

The name and address, including street and number, of each incorporator is:

Mr. Merritt E. Freeman   4405 Windom Place, N. W., Washington, D. C.
Mrs. Margaret C. Hoffmann        4545 Connecticut Ave., N.W., Washington, D. C.
Mr. Leslie S. Shapiro   400 Eisner Street, Silver Spring Maryland

Merritt E. Freeman___
Margaret C. Hoffmann   
Leslie S. Shapiro____

 

Incorporators