We, the undersigned natural persons all being of the age of
eighteen years or more, acting as incorporators under the Utah Non-Profit Corporation
and Cooperative Association Act, adopt the following Articles of Incorporation
for such Corporation, which shall take legal effect no earlier than January
1, 2002:
1 Article I : Name
1.1 The name of the corporation
is the Quaqua Society, Incorporated.
2 Article II : Duration
2.1 The period of duration
of this corporation is perpetual.
3 Article III : Purpose
3.1 The corporation has been formed for, inter alia, the following specific purposes as a non-exhaustive enumeration:
3.1.1 To act and operate exclusively as a nonprofit corporation pursuant
to the laws of the State of Utah, and to act and operate as a charitable organization
in lessening the burdens of government, providing relief of the poor and distressed
and underprivileged, and promoting social welfare by promoting and enhancing
meaningful access to and use of alternative education and higher-learning opportunities
for the alternative-education community, and to assist alternative educators
and their students to interact in their families, amongst themselves, and with
society at large in a beneficial manner.
3.1.2 To engage in any and all activities and pursuits, and to support
or assist such other organizations, as may be reasonably related to the foregoing
and following purposes.
3.1.3 To engage in any and all other lawful purposes, activities and pursuits,
which are substantially similar to the foregoing and which are or may hereafter
be authorized by Section 501(c)(3) of the Internal Revenue Code and are consistent
with those powers described in the Utah Nonprofit Corporation and Cooperation
Association Act, as amended and supplemented.
3.1.4 To solicit and receive contributions, purchase, own and sell real
and personal property, to make contracts, to invest corporate funds, to spend
corporate funds for corporate purposes, and to engage in any activity "in
furtherance of, incidental to, or connected with any of the other purposes."
3.1.4.1 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 persons, except that the corporation shall be authorized and empowered
to pay reasonable compensation for services rendered to the corporation and
to make payments and distributions in furtherance of the purposes set forth
herein;
3.1.4.2 No substantial part of the activities of the corporation shall
include an attempt to directly 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 except as authorized under the Internal Revenue Code of 1954, as amended
(or the corresponding provision of any other present or future United States
Internal Revenue law restricting eligibility for tax-exempt status);
3.1.4.3 The corporation shall not carry on any other activities not permitted
to be carried on by a corporation exempt from Federal income tax under 501(c)(3)
of the Internal Revenue Code of 1954, as amended (or the corresponding provision
of any future United States Internal Revenue law).
4 Article IV : Members
4.1 The corporation shall not have any stock or any class of members with ownership interests.
4.2 Trustees, officers, and participants are not individually or personally
liable for the debts or obligations of the corporation, except where they have
contractually assumed them through a written instrument or as otherwise mandated
by law.
5 Article V : Bylaws
5.1 Provisions for the regulation
of the internal affairs of the corporation shall be set forth in the Bylaws,
as such Bylaws are amended and supplemented from time to time through the authorized
process set forth in the aforementioned Bylaws.
6 Article VI : Trustees
6.1 The number of trustees of this Corporation (which are equivalent to directors on a Board of Directors) shall be three (3), or more than three, as fixed from time to time by the Bylaws of the Corporation and the appropriate vote of the trustees.
7 Article VII : Incorporators
7.1 The names and addresses of the incorporators are not included in the online version of this document.
8 Article VIII : Registered Office and Agent
8.1 The address of the corporation's initial registered office is not
included in the online version of this document.
8.1.2 Such office may be changed at any time by the Board of Trustees
without amendment of these Articles of Incorporation.
9 Article IX : Principal Place of Business
9.1 The principal place of business of this Corporation is not included
in the online version of this document. The business of this Corporation may
be conducted in all counties of the State of Utah and in all states of the United
States, and in all territories thereof, and in all foreign countries, as the
Board of Trustees shall determine in an attempt to comply with applicable laws.
10 Article X : Distributions
10.1 No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its 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 III hereof.
10.2 No substantial part of the activities of the corporation shall be the carrying on of attempts to directly 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 in a manner jeopardizing tax-exempt status.
10.3 As a private foundation:
10.3.1 the Corporation shall distribute its income for each tax year at
a time and in a manner as not to become subject to the tax on undistributed
income imposed by section 4942 of the Internal Revenue Code, or the corresponding
section of any future federal tax code.
10.3.2 the Corporation shall not engage in any act of self-dealing as
defined in section 4941(d) of the Internal Revenue Code, or the corresponding
section of any future federal tax code.
10.3.3 the Corporation shall not retain any excess business holdings as
defined in section 4943(c) of the Internal Revenue Code, or the corresponding
section of any future federal tax code.
10.3.4 the Corporation shall not make any investments in a manner as to
subject it to tax under section 4944 of the Internal Revenue Code, or the corresponding
section of any future federal tax code.
10.3.5 the Corporation shall not make any taxable expenditures as defined
in section 4945(d) of the Internal Revenue Code, or the corresponding section
of any future federal tax code.
10.4 Notwithstanding any other provision of these Articles of Incorporation, the corporation shall not carry on any other activities not permitted to be carried on
10.4.1 by a corporation exempt from federal income tax under Section 501(c)(3)
of the Internal Revenue Code, as amended or supplemented, or
10.4.2 by a corporation, contributions to which are deductible under Section
170(c)(2) of the Internal Revenue Code, as amended or supplemented.
11 Article XI : Dissolution
11.1 Upon any dissolution of
the corporation, assets shall be distributed for one or more exempt purposes
within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended
or supplemented, and such purposes shall parallel as closely as possible the
core purposes of the corporation. Non-profit, tax-exempt organizations which
promote the vigor and good legal standing of the general home-education community
shall received first priority, followed in priority by similar organizations
likewise calculated to benefit alternative education. Any such assets not so
disposed of shall be disposed of by the District Court 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.
12 Witness
12.1 In Witness Whereof, We, (witness's are not included in the online version of this document) have executed these Articles of Incorporation in duplicate this 7th day of January, 2002, and say:
That they are all incorporators herein; that they have read the above and foregoing Articles of Incorporation; know the contents thereof and that the same is true to the best of their knowledge and belief, excepting as to matters herein alleged upon information and belief and as to those matters they believe to be true.
(signatures)