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Articles of Incorporation

ARTICLES OF INCORPORATION
GEOLOGICAL SOCIETY OF MINNESOTA

ARTICLE 1.

The name of this corporation shall be GEOLOGICAL SOCIETY OF MINNESOTA. The general nature of its business shall be to support and promote interest in the study of Geology with special reference to the Geology of Minnesota. Its plan of operation is as follows:

  • to arrange lectures on the subject of geology;
  • to conduct field trips in the study of geology;
  • to accumulate and publish data on geology;
  • to construct or acquire models, maps, books, and specimens of interest to geology students;
  • and to accept gifts of money or property.

The principal place of transacting the business of this corporation shall be in the City of Minneapolis, County of Hennepin, State of Minnesota.

ARTICLE 2 .

The time for the commencement of this corporation shall be October 30, 1939, and the period of its duration shall be perpetual.

ARTICLE 3.

The names and places of residence of the persons forming this corporation are:
Edward F. Burch, 1729 James Avenue South, Minneapolis, Minnesota
Junior F. Hayden, 2304 Harriet Avenue South, Minneapolis, Minnesota
Charles H. Preston, 610 Plymouth Building, Minneapolis, Minnesota

ARTICLE 4.

The Management of this corporation shall be vested in a Board of nine Directors, each elected for a two-year term, four in even-numbered years and five in odd-numbered years. Directors shall be elected at the Annual Meeting at time and place fixed in the By-Laws and shall serve until their successors are elected and qualify. The Directors shall meet and elect a President, Vice President, Secretary and Treasurer to serve during the pleasure of the Board.

ARTICLE 5.

Members shall consist of .those who have paid current dues. The corporation shall have no capital stock. The corporation does not afford pecuniary gain incidentally or otherwise to its members.

The members shall not be personally liable for corporate obligations.

ARTICLE 6.

The highest amount of indebtedness or liability to which this association shall be at any time subject shall be $5,000.

ARTICLE 7.

The principal office of the Society shall be in the City of Minneapolis, Hennepin County, Minnesota.

ARTICLE 8.

No part of the net earnings of the Society shall inure to the benefit of, or be distributable to, its members, Directors, officers, or other private persons, except that the Society 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 l hereof. No substantial part of the activities of the Society shall be in the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Society 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 in these articles, the Society 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 of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (B) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

ARTICLE 9.

Upon the dissolution of the Society, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Society, dispose of all of the assets of the Society exclusively for the purposes of the Society in such manner, or to such organization(s) formed and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization(s) under section —. 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed of by the District Court of the County in which the principal office of the Society is then located, exclusively for such purposes or to such organization(s), as said Court shall determine, which are formed and operated exclusively for such purposes.

In testimony thereof, we have hereunto set our hands and seals this 17th day of October, 1939.

In the presence of „
D. P. Jesson Edward P. Burch
Leigh C. Harrison Junior P. Hayden
Charles H. Preston

Date of Incorporation: October 17, 1939
Amended: April 26, 1971
Amended: September 25, 1995