Articles of Incorporation
ARTICLES OF INCORPORATION
OF
COLORADO DEMOCRATIC LEADERSHIP COUNCIL
The undersigned, acting as incorporator under the Colorado Revised Nonprofit Corporation Act, adopts the following Articles of Incorporation.
ARTICLE I
NAME
The name of the Corporation shall be: Colorado Democratic Leadership Council.
ARTICLE II
DURATION
The period of the Corporation's duration shall be perpetual.
ARTICLE III
PURPOSES AND LIMITATIONS
This Corporation is organized exclusively for the promotion of social welfare within the meaning of Section 501(c)(4) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law).
This Corporation is not organized for profit, and no part of the net earnings of this corporation shall inure to the benefit of any member of the Board of Directors or any individual, except that this Corporation may make payments of reasonable compensation for services rendered.
This Corporation is organized primarily for the purpose of bringing about civil betterments and social improvements. The activities of this Corporation shall not include direct or indirect participation or intervention in political campaigns on behalf of or in opposition to any candidate for public office. Nor is the primary activity of this Corporation the operation of a social club for the benefit, pleasure or recreation of its members. This Corporation shall not carry on business with the general public in a manner similar to organizations which are operated for profit.
ARTICLE IV
MEMBERS
The Corporation shall have no members as members are defined in Section 7-121-101 et seq of the Colorado Revised Nonprofit Corporation Act.
ARTICLE V
PRINCIPAL OFFICE, REGISTERED OFFICE AND REGISTERED AGENT
The street address of the initial principal office of the Corporation shall be 1700 Lincoln, Suite 2000, Denver, Colorado 80203. The street address of the initial registered office of the Corporation shall be 1700 Lincoln, Suite 2000, Denver, Colorado 80203. The name of its initial registered agent at such address shall be James Gibson.
ARTICLE VI
BOARD OF DIRECTORS
The Board of Directors shall be elected in the manner provided in the Bylaws of the Corporation, and shall manage and control the property and affairs of the Corporation.
ARTICLE VII
BYLAWS
The Board of Directors shall adopt, alter, amend or repeal the Bylaws of the Corporation for the regulation of its internal affairs, not inconsistent with these Articles, nor contrary to the purposes of the Corporation as set forth in Article III above.
ARTICLE VIII
AMENDMENTS
The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute.
ARTICLE IX
LIMITATION ON LIABILITY
To the extent permitted by law, and in accordance with Section 7-128-402 of the Colorado Revised Nonprofit Corporation Act, the corporation shall eliminate or limit the personal liability of directors for breach of fiduciary duty as a director, except for damages for any breach of the director’s duty of loyalty to the corporation or to its members, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, an unlawful distribution, or any transaction from which the director directly or indirectly derived an improper personal benefit.
ARTICLE X
INDEMNIFICATION.
To the extent permitted by law, the corporation shall indemnify its directors and may indemnify its officers and employees for liabilities and expenses incurred by reason of such individual being made a party to a proceeding because the individual is or was a director, officer or employee of the corporation.
ARTICLE XI
DISSOLUTION
In the event of dissolution, the assets of the Corporation shall be distributed to any one or more charitable, educational or scientific organizations which shall at the time of such dissolution qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, as amended (or corresponding provisions of any subsequent tax laws), as the Board of Directors shall determine; provided, however, that no distribution shall be made to any organization which would impair or destroy the status of the Corporation as exempt from federal income and excise taxes under then applicable law.
ARTICLE XII
INCORPORATOR
The name and address of the incorporator are as follows:
James Gibson
1700 Lincoln, Suite 2000
Denver, Colorado 80203
ARTICLE XIII
CONTACT PERSON
The name and address of the individual who caused this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document is refused, are as follows:
James Gibson
1700 Lincoln, Suite 2000
Denver, Colorado 80203