Articles of Incorporation

Article I

 

The name of this corporation is:   SEMINOLE STATE COLLEGE EDUCATIONAL FOUNDATION, INC.

 

Article II

 

The address of its registered office in the State of Oklahoma is:  Office of the President, SEMINOLE STATE COLLEGE, in the City of Seminole, Seminole County, Oklahoma.

 

Article III

 

The duration of the Corporation is perpetual.

 

Article IV

 

The Corporation is formed for charitable, benevolent, educational, scientific and literary purposes, and has no stated capitol.

 

Article V

 

This Corporation is created, and shall be administered and operated exclusively, for the benefit of SEMINOLE STATE COLLEGE, insofar as the same shall be in the aid of charitable, benevolent, educational, scientific and literary purposes, as, in the judgment of the Trustees, shall be in furtherance of the public welfare and done to promote the well‑doing or well-being of mankind.  Such distributions of the Corporate assets shall be made at one time, or from time to time, and at such times, and in such manner and amounts, as the Trustees in their discretion shall deem to be proper.

 

Article VI

 

Each and every person, corporation or association making a contribution of $100.00 or more to the Corporation or who has heretofore contributed $100.00 or more to the SEMINOLE STATE COLLEGE EDUCATIONAL FOUNDATION, INC., a Trust Estate, whether to the general fund or for a restricted specific purpose, shall thereupon become a member of the Corporation and shall be entitled for each one hundred dollars ($100.00) in contributions to one certificate evidencing such contribution, which certificate shall entitle such donor to one vote at all meetings of the members of the Corporation; provided that no subscriber to the Corporation or certificate holder of the Corporation may ever hold or be issued certificates for more than 100 voting rights based on a maximum donation of $10,000 or more; and provided further, that the voting rights of each certificate expire with the death of the certificate holder or, if held by other than an individual, said certificate shall expire fifteen years from the date of said certificate, or if earlier, with the dissolution of the entity holding the certificate.

 

Article VII

 

The Trustees of the Corporation shall be from twelve to twenty-four in number, all of whom shall be members of the Corporation.  At the first meeting of the members of the Corporation at least one-third of the Trustees shall be elected for terms of one year, at least one-third for terms of two years, and the remainder for terms of three years.  At each annual meeting of the members thereafter, Trustees shall be elected to fill the offices of the Trustees whose terms expire at said annual meeting, to serve for terms of three years, or any shorter term, and until their successors are named and have assumed offices as Trustees; provided further that nothing herein contained shall prevent any Trustee from being elected to succeed himself in said office.

 

The President of SEMINOLE STATE COLLEGE and the President of the SEMINOLE STATE COLLEGE EDUCATIONAL FOUNDATION, INC., shall be members of the Board of Trustees with the right to vote.

 

If any Trustee by death, refusal, resignation, removal or inability fails to serve as a Trustee, the members shall, at the next annual or special meeting, select a successor Trustee to fill the unexpired term of office so vacated.

 

The Trustees shall not receive compensation for their services as such, but may be reimbursed by the Corporation for any authorized expenses incurred by them in the performance of their duties as Trustees.

 

ArticleVIII

 

In no instance and under no circumstance shall any part of the corporate estate, whether principal, income, or accumulations, be distributed to, revert to or inure to the benefit of (a) any donor or his heirs or personal representatives, (b) any stockholders, members, trustees, or officers of this corpration; provided however, that the President of the Foundation and the Treasurer may be paid salaries for services rendered in the performance of their duties; provided further, that in this Article, or elsewhere in the Articles of Incorporation, nothing contained herein shall be construed to prevent a distribution from the corporate estate, otherwise properly made in accordance with the provisions and purposes hereof by reason of the fact that one or more of the Trustees hereunder or of the stockholders, members, directors, trustees or officers of this Corporation, may be connected or associated with the distributee as a shareholder, members, trustee, director, officer or in any other capacity.

 

Article IX

 

In connection with and incidental to the accomplishment of the purpose delineated in Article V hereof, this Corporation (a) may hold property acquired by devise, bequest, gift, grant or in any other manner, except that this Corporation shall not own or hold more real property than may be reasonably necessary for the accomplishment of its purposes; (b) may sell, exchange or mortgage any or all property held absolutely or in trust to be used, either the principal income therefrom, as may be directed in the accomplishment of the purpose of this Corporation; provided however, that the specific enumeration in this Article of certain powers is not intended to be exclusive, nor to prohibit exercise of the Trustees of any other powers reasonably necessary to the accomplishment of the purpose of the Corporation.

 

Article X

 

The Articles and By-Laws of the Corporation may be altered, amended or repealed in whole or in part by the voting members at any annual or special meeting, provided that written notice of such meeting shall be given at least 10 days prior thereto and shall contain the essence of the contemplated alteration, amendment or repeal.

 

 Article XI

 

In the event of the termination or liquidation of the Corporation, for any reason, after all liabilities of the Corporation have been paid, the remaining assets of the Corporation shall be turned over to Seminole State College, to be used for scientific, literary or educational purposes, as its Board of Regents (or governing body) shall in its sole discretion determine, subject to any restrictions or limitations placed upon said funds when accepted.

 

AMENDMENT NO. 1

(Amending Article V)

 

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 V 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 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 Revenue Code under section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Code) 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 Code).

 

AMENDMENT NO.  2

 (Amending Article XI)

 

In the event SEMINOLE STATE COLLEGE is not in existence and/or is not then exempt under Section 115 of the Internal Revenue Code as a governmental instrumentality, then upon the termination or liquidation of the Corporation for any reason, after all liabilities of said Corporation have been paid, the remaining assets of the Corporation shall be turned over to any Federal, State, County or City governmental entity, for a public purpose, as the Board of Trustees shall determine.

 



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