Articles of Incorporation
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have this day associated ourselves together for the purpose of forming a nonprofit corporation under and pursuant to the laws of the State of Arizona and for that purpose do hereby adopt these Articles of Incorporation:
NAME: The name of the corporation shall be: Society of Ethnobiology, Inc.
The Society of Ethnobiology, herein called the Society, is incorporated as a nonprofit corporation for scientific, educational, and philanthropic purposes under the laws of the State of Arizona. The principal place of business shall be located in the city of Flagstaff, County of Coconino, State of Arizona.
PURPOSE: The purpose for which this corporation is organized is the transaction of any or all lawful business for which nonprofit corporations may be incorporated under the laws of the State of Arizona, as they may be amended from time to time.
INITIAL BUSINESS: The purposes for which the Society is to be formed are: To establish and maintain an organization of scientists of high standing with a common interest in Ethnobiology, to promote the discussion and communication of knowledge devoted to the interdisciplinary study of anthropology and biology, and to stimulate and disseminate research advances concerning ethnobiology by sponsoring scientific and professional publications. Said corporation is organized exclusively to establish a nonprofit Society for educational purpose within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954, including for such purpose the making of distributions to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any further United States Internal Revenue Laws).
No part of the net earning of the corporation shall inure to the benefit of, or be distributable to its members, directors, 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 IV. 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 Income Tax under Section 501 (c) (3) of the Internal Revenue Code of 1954, (or the corresponding provision of any future United States Internal Revenue Law) or: (b) by a corporation's contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954, (or the corresponding provisions of any future United States Internal Revenue Laws).
Upon the dissolution of the corporation, the Board of Directors shall, after making provision for the payment of all the liabilities of the corporation, dispose of all of its assets exclusively for the purposes of the corporation in such manner, or to such organizations organized and operated exclusively for charitable, educational, religious, or scientific purpose as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Laws) as the Board of Directors shall determine. Any such assets not disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation is then located, exclusively for such purpose or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purpose.
The power of indemnification under the Arizona Revised Statutes shall not be denied or limited by the bylaws.
he Society shall meet at least one time every year at a place within or without the state as fixed by the bylaws.
STATUTORY AGENT: The name and address of the statutory agent of the corporation is Steven A. Weber, 824 W. Birch, Flagstaff, Arizona, 86001.
- The power to alter, amend, or repeal the bylaws or adopt new bylaws, subject to repeal or change by the action of the members, shall be vested and reserved to the members.
- In addition to Arizona Revised Statutes provisions, a special meeting may be called by: (a) any two (2) executive officers, or: (b) in accordance with any provision in the bylaws approved and adopted by a majority of the membership.
- The right of members to vote may be limited, enlarged, or denied to the extent provided in the bylaws if such provision is approved and adopted by a majority of the membership at a reasonable time prior to any specific vote.
- Subject to the limitations fixed in the Arizona Revised Statutes relative to the persons constituting the initial Board of Directors, the bylaws shall fix the number of directors, the manner of the election, and the terms of office, all to be approved by a majority of the membership.
- A director may not be removed from office except upon the establishment of misfeasance, malfeasance, or nonfeasance, as determined by a majority of the directors and affirmed by a majority of the members or upon finding of a majority of the members, or on provisions set forth in the bylaws approved and adopted by a majority of the members.
(1) BOARD OF DIRECTORS: The names and addresses of the persons who are the initial Directors of the Society are to serve as Directors until the first annual meeting of Directors or until the first annual meeting of Directors or until their successors are elected and qualified are:
|STEVEN A. WEBER 824 W. Birch Flagstaff, AZ 86001||STEVEN D. EMSLIE 15 N. Humphreys Flagstaff, AZ 86001|
|AMADEO M. REA Natural History Museum P.O. Box 1390 San Diego, CA 92112||ROBERT A. BYE, JR. EPO Biology University of Colorado Boulder, CO 80309|