ARTICLES OF
INCORPORATION
OF THE
COMICS PROFESSIONAL
RETAILERS ORGANIZATION
To: Secretary
of State of the State of Montana, Bob Brown
ARTICLE I - NAME/REGISTERED OFFICE
The name of this Corporation shall be the Comics Professional Retailers
Organization. The Corporation's registered agent is Amanda M. Fisher and the
registered office is located at:
ARTICLE II - PURPOSE
The purposes for which the Corporation is organized are to promote the progress
and development of comic book retailers, to help develop better marketing and
daily business practices for comic book retailers, and to improve the condition
of their industry by educating the public about comic books in general; provided
that such purposes and activities of the Corporation are only as permitted an
organization described in Section 501(c) (6) of the Internal Revenue Code, or
corresponding section of any future federal tax code. This Corporation is not
organized for profit or organized to engage in an activity ordinarily carried
on for profit. This organization is created as a Mutual Benefit Corporation and
it is the intent of this Corporation to qualify for tax exemption under the
Internal Revenue Section 501(c) (6).
No part of
the net earnings of the organization shall inure to the benefit of, or be
distributable to its members, trustees, officers, or other private persons,
except that the organization 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 the purpose clause
hereof. No substantial part of the activities of the organization shall be the
carrying on of propaganda, or otherwise attempting to influence legislation,
and the organization 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 this
document, the organization shall not carry on any other activities not
permitted to be carried on by any organization exempt from federal income tax
under section 501 (c) (6) of the Internal Revenue Code or corresponding section
of any future federal tax code.
Upon the
dissolution of the organization, assets shall be distributed for one or more
exempt purposes within the meaning of section 501 (c) (3) of the Internal
Revenue Code, or corresponding section of any future federal tax code, or shall
be distributed to the federal government, or to a state or local government,
for the public purpose. Any such assets not disposed of shall be disposed of by
the Court of Competent Jurisdiction of the county in which the principle office
of the organization is then located, exclusively for the purposes or to such
organization or organizations, as said court shall determine, which are
organized and operated exclusively for such purposes.
ARTICLE III - DIRECTORS/MEMBERS
The Corporation shall have members. The management and affairs of the
corporation shall be at all times under the direction of a Board of Directors,
whose election and operations in governing the corporation shall be defined by
statute and by the corporation's Bylaws. No member or Director shall have any
right, title, or interest in or to any property of the corporation.
ARTICLE IV - DEBT OBLIGATIONS AND
PERSONAL LIABILITY
No member, officer or Director of this Corporation shall be personally liable
for the debts or obligations of this Corporation of any nature whatsoever, nor
shall any of the property of the members, officers or Directors be subject to
the payment of the debts or obligations of this Corporation, except for
liability for any breach of the director's duty of loyalty to the Corporation,
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, or for any transaction from which the director
derived any improper personal benefit.
ARTICLE V - OFFICERS
The
Officers of this Corporation shall be a President, a Vice-President, a
Secretary and a Treasurer. The officers of the Corporation shall be elected at
such time and in such manner as provided in the Bylaws. Such other officers and
assistant officers and agents as may be deemed necessary may be elected or
appointed by the board of directors or chosen in such other manner as may be
prescribed in the Bylaws.
ARTICLE VI - AMENDMENTS
Amendments to these Articles of Incorporation may be made by the Directors as
permitted in the Bylaws, or at any regular meeting of the voting membership, or
at a special meeting of the voting membership called for that purpose, by a
majority vote of the membership present at said meeting.
ARTICLE VII - INCORPORATOR
The incorporator of this Corporation is Amanda Fisher and her address is
Signature :
_______________________
Printed Name:
_______________________
Date: _______________________