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