Articles of Incorporation
The document that formally established the Association as a Minnesota nonprofit corporation, filed with the Minnesota Secretary of State.
Articles of Incorporation of the Bryant Park Neighborhood Association
A Minnesota Nonprofit Corporation
The undersigned incorporator, being a natural person eighteen (18) years of age or older, in order to form a nonprofit corporation under Minnesota Statutes, Chapter 317A, adopted the following Articles of Incorporation:
Article I — Name
The name of this corporation shall be Bryant Park Neighborhood Association.
Article II — Registered Office and Registered Agent
The corporation maintains a registered office and registered agent in the State of Minnesota as required by Chapter 317A. These details are on file with the Minnesota Secretary of State.
Article III — Purpose
This corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code, 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 specific purposes for which this corporation is organized are to make our community stronger by bringing people together, encouraging everyone to get involved, and creating welcoming opportunities for neighbors to work together, support each other, and make a positive difference locally.
Article IV — Limitations on Activities
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 and to make payments and distributions in furtherance of the purposes set forth in Article III 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, 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.
Article V — Members
The corporation shall have members as provided in the Bylaws of the corporation. The rights, privileges, and obligations of members shall be as set forth in the Bylaws.
Article VI — Board of Directors
The management of the affairs of this corporation shall be vested in a Board of Directors. The number of directors, their qualifications, terms of office, manner of election, and powers and duties shall be as provided in the Bylaws of the corporation.
The number of directors constituting the initial Board of Directors is six (6). Our current directors are listed on the About page.
Article VII — No Private Inurement
No director or officer of this corporation shall have any right, title, or interest in or to the property or assets of the corporation. The property of this corporation is irrevocably dedicated to the charitable and educational purposes stated in Article III, and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member thereof, or to the benefit of any private person.
Article VIII — Limitation of Director Liability
To the fullest extent permitted by Minnesota Statutes, Chapter 317A, as amended from time to time, a director of this corporation shall not be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as a director.
Article IX — Indemnification
The corporation shall indemnify its directors, officers, employees, and agents to the fullest extent permitted by Minnesota Statutes, Chapter 317A, as amended from time to time.
Article X — Dissolution
Upon the dissolution of this 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.
Article XI — Incorporator
The name and address of the incorporator are on file with the Minnesota Secretary of State.
Article XII — Duration
The duration of this corporation shall be perpetual.
These Articles of Incorporation were executed by the incorporator and filed with the Minnesota Secretary of State. The signed and dated original is on file with the state.