ARTICLES
OF INCORPORATION
OF
FEDERATION
OF INDEPENDENT ASSOCIATIONS FOR CYCLING
Under
Section 7-121-101 et seq. of the
Colorado
Revised Nonprofit Corporation Act
Incorporated January
23, 2001. Founder Phil Miller subsequently
resigned from the board of directors.
ARTICLE
I
Name
The
name of the Corporation is Federation of Independent Associations for Cycling
(the "Corporation").
ARTICLE
II
Purposes
and Powers
The
Corporation is organized for the purpose of fostering and promoting national
amateur sports competition through the organizing and permitting of amateur
bicycle races as well as for the education of cyclists and the public in
bicycle safety. Under no circumstances
shall the Corporation provide any athletic facilities or equipment as a part of
its activities.
The
Corporation is organized and at all times shall be operated exclusively for
such nonprofit purposes within the meaning of Section 501(c)(3)
of the Federal Internal Revenue Code of 1986, as amended (the
"Code").
The
Corporation shall have and be empowered to exercise all rights, privileges,
powers and immunities conferred upon nonprofit corporations organized under the
laws of the State of Colorado, as the same may be amended from time to time.
ARTICLE
III
Restrictions
(a) It is intended that the Corporation shall
have and continue to have the status of a corporation which is exempt from
Federal income taxation under Section 50l(a) of the
Code as an organization described in Section 50l(c)(3) thereof and which is
other than a private foundation as defined in Section 509 thereof, and these
articles shall be construed accordingly and all powers and activities hereunder
shall be limited accordingly.
(b) The Corporation is not organized for
pecuniary profit or financial gain. No
part of the assets or net income of the Corporation shall inure directly or
indirectly to the benefit of or be distributable to any member, director, officer
or other private individual, provided that the Corporation shall be
authorized and empowered to pay reasonable compensation to any person for (and
reimburse any person for reasonable expenses incurred in connection with)
services rendered and to make payments and distributions to any person in
furtherance of the purposes set forth in Article II hereof.
(c) The
Corporation shall not devote any substantial part of its assets or activities
to attempting to influence legislation, unless there shall be in effect an
election by the Corporation pursuant to Section 501(h) of the Code, in which
event the Corporation shall not conduct any such activities in such manner as
to subject the Corporation to any tax imposed by Section 4911 of the Code.
(d) The Corporation shall not participate or
intervene in (including the publication or distribution of statements) any
political campaign on behalf of or in opposition to any candidate for public
office or engage in any activities which could characterize it as an
"action" organization as defined in Treasury Regulation Section
1.501(c)(3) promulgated under the Code.
(e) Notwithstanding any other provision of these
Articles of Incorporation, the Corporation shall not engage in or carry on any
activities that are not permitted to be engaged in or carried on by an
organization exempt from Federal income taxation under Section 501(a) of the
Code as an organization described in Section 501(c)(3) of the Code or by an
organization the contributions to which are deductible for Federal income tax
purposes pursuant to Section 170(c)(2), Section 2055(a)(2) and /or Section
2522(a)(2), as the case may be, of the Code.
(f) Notwithstanding any other provision of these
Articles of Incorporation to the contrary, in the event that the Corporation
shall at any time be a "private foundation" as that term is defined
in Section 509 of the Code, then so long as it shall be such a private
foundation, the Corporation
(1) shall distribute such amounts for each
taxable year at such time and in such manner so as not to subject the
Corporation to the tax on undistributed income imposed in Section 4942 of the
Code;
(2) shall not engage in
any act of self-dealing, as defined in Section 4941(d) of the Code;
(3) shall not retain any
excess business holdings, as defined in Section 4943(c) of the Code;
(4) shall not make any
investments in such manner as to subject it to tax under Section 4944 of the
Code; and
(5) shall not make any
taxable expenditures, as defined in Section 4945(d) of the Code.
ARTICLE
IV
Dissolution
Upon
the dissolution of the Corporation, the Board of Directors shall, after paying
or making provision for the payment of all of the liabilities of the
Corporation, distribute all of the assets of the Corporation in such manner and
to such qualified organizations as the board of directors shall determine. An organization is a "qualified
organization" only if at the time of receiving such assets it is operated
exclusively for the purposes described in Section l70(c)(2)(B) of the Code and
as described in Section 509(a)(l), (2) or (3) of the Code. Any of such assets not so distributed shall
be distributed as ordered by the court of the county in which the principal
office of the Corporation is then located, exclusively for the aforesaid
purposes of the Corporation or to such qualified organization or organizations
as such court shall determine.
ARTICLE
V
Capital
Stock and Membership
(a) No Stock.
The Corporation shall neither have nor issue capital stock.
(b)
Classes of Members. The Corporation
shall have such classes of members, with such criteria for eligibility and such
voting rights and other rights as members, as shall be determined from time to
time by the Board of Directors. In the
absence of such an express determination by the Board, the Corporation shall
have two classes of members, as follows:
Voting
Members: Consisting of independent
cycling associations who support the purposes and goals of the Corporation.
Nonvoting
Members: Consisting of individuals who
are members of member associations and the cycling industry who support,
participate in and sponsor bicycle races organized and permitted through voting
member associations.
(c) General Criteria for
Membership. Membership of any
entity or individual in any class shall be subject to approval by the Board of
Directors or a committee designated by the Board for such purpose, and to
payment of membership dues in accordance with a schedule of dues established by
the Board.
(d) Voting Rights. Each class shall be entitled to elect such
number of directors as shall be determined from time to time by the Board of
Directors. In the absence of such an
express determination by the Board, each class shall be entitled to elect such
number of directors as is set below in Article VIII.
Subject to the requirements set forth
herein, in the By-Laws of the Corporation or in a resolution of the Board of
Directors for class voting, each member of each class shall have one vote on
each question submitted to the members by the Board of Directors. Each member shall also be entitled to one
vote for each seat on the Board of Directors allocated to such member's
class. Cumulative voting shall not be
permitted.
ARTICLE
VI
Incorporator
The
name and address of the incorporator is Andrew Rosen, 1510 28th Street #100,Boulder, Colorado 80303.
ARTICLE
VII
Principal
and Registered Office and Agent
The
address of the principal office is 1510 28th Street #100, Boulder, Colorado.
The
location and address of the first registered office is 1510 28th Street #100,
Boulder, Colorado.
The
name of the first registered agent at such office is Andrew Rosen.
ARTICLE
VIII
Board
of Directors
(a) General.
The affairs and management of the Corporation shall be under the control
of a Board of Directors. The initial
Board of Directors of the Corporation shall comprise five directors. The number of directors may be increased or
decreased pursuant to the By-Laws of the Corporation, but shall never be less
than one. The names and addresses of the
persons who shall serve as the initial directors of
the Corporation, and the class of members each represents, are:
Name Address
Beth
Wrenn-Estes 2374
Glencoe, Denver, Co. 80207
Nestor Evancivich PO Box 487, Tinley Park, Il. 60477
Casey
Kerrigan 3148 Jordan Rd., Oakland, Ca.
94602
Phil
Miller 6519 152nd Ave. NE, Redmond,
Wa. 98052
Candi Murray 4318
SE 8th Ct., Gresham, Or. 97080
ARTICLE
IX
Limited
Liability of Directors
A
director of the Corporation shall not be personally liable to the Corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director, except for such liability for (i) any
breach of the director's duty of loyalty to the Corporation or to its shareholders,
(ii) acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) any transaction from which the
director derived an improper personal benefit, or (iv) any act for which
liability is expressly imposed on a director under the Colorado Nonprofit
Corporation Act (including Section 111 of Article 24 thereof). If the Colorado Revised Nonprofit Corporation
Act or other applicable Colorado law is hereafter amended to authorize
corporate action further limiting or eliminating the personal liability of
directors of nonprofit corporations, then the liability of a director of the
Corporation shall be limited or eliminated to the fullest extent permitted by
the Colorado Revised Nonprofit Corporation Act or such other Colorado law, as
so amended. Any repeal or modification
of this Article IX by the directors of the Corporation shall not adversely
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification.
ARTICLE
X
Indemnification
The
Corporation shall indemnify to the fullest extent permitted by law each present
and former director and officer, and may so indemnify each present and former
employee and agent, of the Corporation against any and all liability or penalty
for an act or omission alleged to have been committed by such person while a
director, officer, employee, or agent of the Corporation.
ARTICLE
XI
Bylaws
The
Board of Directors shall have the power to make such Bylaws as it may deem
proper for the management of the affairs of the Corporation. Such bylaws shall further prescribe the authority under which conveyance or encumbrance of all or
any part of the corporate property may be made, and the person or persons who
shall be authorized to execute the instruments of conveyance and encumbrance.
ARTICLE
XII
Nondiscrimination
The
Corporation shall make its services, facilities, and programs available to all
persons regardless of race, color, creed, national origin, physical handicap, gender
or sexual orientation and the Corporation shall not discriminate in any way
against any person on the basis of race, color, creed, national origin,
physical handicap, gender or sexual orientation.
ARTICLE
XIII
Duration
The
duration of the Corporation shall be perpetual, unless dissolved according to
law.
ARTICLE
XIV
Change
in Articles of Incorporation
The
Board of Directors of the Corporation shall have the right, by vote in the
manner provided in the Bylaws of the Corporation to dissolve the Corporation;
and shall have the right from time to time by vote as provided in the Bylaws of
the Corporation to amend, alter, change, or repeal any provision contained in
these Articles of Incorporation in the manner now or subsequently prescribed by
statute except that no such amendment, alteration, change, or repeal shall be
made which shall:
(a) disqualify the Corporation for exemption from
Federal income taxation under Section 501(a) of the Code as an organization
described in Section 501(c)(3) of the Code, or as an organization the
contributions to which are deductible under Section 170(c)(2) of the Code; or
(b) operate to permit the use, application, or
disbursement of any of the principal or income of the corporate property for
any purpose other than those described in Section 170(c)(2)(B) of the Code.
ARTICLE
XV
References
to the Code
Any
reference in these Articles to a section of the Code or a regulation
promulgated thereunder shall be interpreted to
include a reference to the corresponding provisions of any applicable future
United States Internal Revenue law or regulation promulgated thereunder, respectively.
I,
the incorporator, sign my name this ______ day of January, 2001.
______________________________
Name
The
undersigned consents to the appointment as the initial registered agent of the
Corporation.
________________________
Registered Agent