ARTICLES OF INCORPORATION OF

UPPER MIDWEST OFFICIALS ASSOCIATION

 

The undersigned incorporator is an individual 18 years of age or older and adopts the following Articles of Incorporation to form a nonprofit corporation according to Chapter 317A of the Minnesota Statutes.

 

ARTICLE I-NAME

The name of this corporation is Upper Midwest Officials Association.

 

ARTICLE II-REGISTERED OFFICE ADDRESS

The place in Minnesota where the principal office of the corporation is to be located at is 11620 53rd Avenue North Plymouth, MN 55442.

 

ARTICLE Ill-PURPOSE

This corporation is organized exclusively for charitable, religious, educational, and scientific purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. This purpose of this corporation is to recruit, educate, train, and retain officials for high school and college sports.

 

ARTICLE IV-EXEMPTION REQUIREMENTS

At all times the following will operate as conditions restricting the operations and activities of this corporation:

 

1. No part of the net earnings of the corporation will 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 the purpose clause above.

 

1. No substantial part of the activities of the corporation may constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

 

1. Notwithstanding any other provisions of these Articles, the corporation will not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future tax code, or by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future tax code.

 

ARTICLE V-MEMBERSHIP/BOARD OF DIRECTORS

This corporation will not have members.

 

The management of the affairs of the corporation will be vested in a board of directors, as defined in the corporation's bylaws. No director will have any right, title, or interest in or to any property of the corporation.

 

The number of directors constituting the initial board of directors is 8 {8); their names are as follows:

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1. Matthew Gallagher

2. Steven Thielen

3. William Steinke

4. Justin Staehr

5. Jason Nickleby

6. Daniel Novak

7. Josh Dascher; and

8. Gordon Hanson.

 

 

Members of the initial board of directors will serve until the first annual meeting, at which their successors will be duly elected and qualified, or removed as provided in the bylaws.

 

ARTICLE VI-PERSONAL LIABILITY/INDEMNIFICATION

No member, officer, or director of this corporation will 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. The corporation will indemnify, defend and hold any officer or director against and all claims, judgments, penalties and fines assessed against such person incurred by the person in connection with any employee benefit plan, settlement or reasonable expenses, including reasonable attorney's fees if the person acted in good faith, received no improper personal benefit and Section 317A.255, if applicable, has been satisfied, in the case of a criminal proceeding, did not have reasonable cause to believe the conduct was unlawful and, in the case of acts or omissions occurring in the official capacity, reasonably believed that the conduct was in the best interests of the corporation.

 

ARTICLE   VII-DURATION/DISSOLUTION

The duration of the corporate existence will be perpetual until dissolution.

 

Upon the dissolution of the organization, assets of the corporation will 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 will be distributed to the federal government, or to a state or local government, for a public purpose.

 

ARTICLE VIII-ACTION WITHOUT MEETING

An action required or permitted to be taken by the Board of Directors of the corporation make be taken by written action signed or consented to by authenticated electronic communications, by the number of directors that would be required to take the same action at a meeting of the board at which all of the directors were present.

 

ARTICLE IX-CUMULATIVE VOTING

 

Cumulative voting for directors is prohibited.

 

ARTICLE IX-INCORPORATOR

In witness whereof, Matthew Gallagher, has hereunto subscribed his name for the purpose of forming the corporation under the law of the State of Minnesota and certifies that he executed these Articles of Incorporation on this 25th Day of May 2022

 

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,,,.;·.,                                                                                                                   ,1.,. ···:{:::.1 ·,·i' :)