The name of this corporation shall be Waynet, Inc.
This corporation is a mutual benefit corporation organized in order to:
1. establish, operate, and maintain the mutually desirable service of a computer network, providing information to individuals and organizations in the area community substantially at cost on a mutual basis;
2. promote greater public access to information concerning the available services, activities, and resources of educational, cultural, commercial, governmental, religious, business and civic organization and institutions through operation of the network;
3. Exclusively perform charitable, 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.
The Initial Registered Office of Waynet, Inc. shall be located at Morrisson-Reeves Library, 80 North Sixth Street, Richmond, IN 47374.
The Initial Registered Agent of Waynet, Inc. shall be Carol B. McKey.
The incorporators shall serve as the initial Board of Directors
until December 31, 1998. Thereafter, elections shall be held in
accordance with the provisions set forth in the by-laws. The name
and address of each incorporator is as follows:
Indiana University East
Attn: David J. Fulton
Lingle Real Estate, Inc.
Attn: Pam Frantz
Ivy Tech State College
Attn: Sue Morris
Richmond Community Schools
Attn: Ann Hanes
City of Richmond, Mayor's Office
Attn: Debbie Berry
Attn: Tom Kirk
Richmond Power and Light
Attn: Tim Broering
Attn: Carol B. Smyth
Wayne County Government, Information Systems Department
Attn: Nick Frankhauser
Earlham School of Religion
Attn: Andrew Grannell
Attn: Ross Doland
Richmond/Wayne County Chamber of Commerce
Attn: John Weber
Waynet, Inc. shall have three (3) classes of membership, as follows:
1. Non-profit membership - A non-profit organization officially recognized as tax-exempt by the U.S. Federal Government may become a non-profit member of Waynet, Inc. Non-profit members shall be entitled to one vote at any meetings of the members. Non-profit members shall designate one delegate to attend said meetings and cast said vote.
2. Corporate membership - A corporation or partnership serving the Wayne County, Indiana area and not eligible for non-profit membership may become a corporate member of Waynet, Inc. Corporate members shall be entitled to one vote at any meetings of the members. Corporate members shall designate one delegate to attend said meetings and cast said vote.
3. Individual membership - An individual person may become a member of the corporation. Individual members are entitled to one vote at any meetings of the members.
Procedures for admission or expulsion of members, as well as any membership fee shall be enumerated in the by-laws of Waynet, Inc.
"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 II hereof. 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 in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. 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 and/or Indiana law, 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 and/or Indiana law."
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a 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
Except as noted herein, amendments to these Articles of
Incorporation must be initiated by the Board of Directors, must be
approved by a majority vote of the Board of Directors, and must be
approved by a majority vote of the members. The Board of Directors
may amend these Articles of Incorporation without member approval to
do the following:
1. To delete the names and addresses of the initial directors and incorporators.
2. To delete the name and addresses of the initial registered agent or registered office if a statement of change is on file with the Secretary of State.
3. To change the corporate name by substituting the word "corporation", "incorporated'" "company", "limited, or the abbreviation "corp", "inc.", "co." or "ltd." for a similar word or abbreviation in the name or by adding, deleting or changing a geographical attribution to the name.
4. To delete a mailing address of an annual report has been filed with the Secretary of State.
The corporate officers, procedures for their selection, and their corresponding duties shall be enumerated in the by-laws.
Amended September 21, 2006
|Location:||East Central Indiana, USA|
Highest Point in Indiana
|Mail:||50 North 5th St.
Richmond, IN 47374
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