Incorporated in the State of Colorado
The undersigned person acting as incorporator of a corporation under the Colorado Nonprofit Corporation Act signs and acknowledges the following Articles of Incorporation for such corporation.
ARTICLE 1: The name of the corporation is Ms. Benita's Books.
ARTICLE 2: The period of duration of the corporation is perpetual.
ARTICLE 3: NON-PROFIT PURPOSES
SECTION 1: IRC SECTION 501 (c) (3) PURPOSES:
This corporation is organized exclusively for one or more of the purposes (charitable, religious, educational, and scientific), 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 corresponding section of any future federal tax code.
SECTION 2: SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and purposes of this corporation shall be:
1.To provide, promote, and preserve children's books, art, and music for preschools and daycare facilities.
2. To raise awareness of the great need for quality books, art, and music for preschools and daycare facilities.
3.To develop creative ways of working with preschool teachers to utilize varied methods of incorporating quality books, art, and/or music in their classrooms on a daily basis.
4.To publish a web site which focuses on information related to the above objectives and purposes.
ARTICLE 4: The address of the initial registered office of the corporation in Colorado is available upon request.
ARTICLE 5: The number of directors constituting the initial board of directors of the corporation is six (6), and the names and address of the persons who are to serve as the initial directors are available upon request.
ARTICLE 6: Membership shall consist only of the members of the board of directors.
ARTICLE 7: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay compensation for reasonable expenses and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof.
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, or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
ARTICLE 8: No director shall be personally liable to the corporation or to its members for monetary damages for any breach of fiduciary duty as a director, except that the foregoing shall not eliminate or limit such director’s liability to the corporation or to its members for monetary damages for the following: (1) any breach of such director’s duty of loyalty to the corporation or to its members, (2) any of such director’s acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) acts specified in C.R.S. Section 7-24-111, as it now exists or hereafter may be amended (regarding a director’s assent to or participation in the making of any loan by the corporation to any director of officer of the corporation), or (4) any transaction from which such director derived an improper personal benefit. If the Colorado Nonprofit Corporation Act hereafter is amended to authorize the further elimination or limitation of the liability of directors, than the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be further eliminated or limited to the fullest extent permitted by the Colorado Nonprofit Corporation Act. Any repeal or modification of this article shall be prospective only and shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.
ARTICLE 9: Upon 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, 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 a public purposes. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization 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.
ARTICLE 10:The name and the address of the incorporator is available upon request.
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Ms. Benita’s Books is a trademark of Ms. Benita’s Books, Inc.
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