ARTICLES OF INCORPORATION
OF
NEW MEXICO ACADEMIC &
RESEARCH LIBRARIES
The undersigned, all being over the age of eighteen (18) years, for
the purpose of establishing a nonprofit corporation under the New Mexico
Nonprofit Corporation Act, NMSA 1978 §§53-8-1 to 53-8-99, do
hereby certify as follows:
ARTICLE ONE: The name of the Corporation is: NEW MEXICO
ACADEMIC & RESEARCH LIBRARIES.
ARTICLE TWO: The duration of the Corporation shall be perpetual.
ARTICLE THREE: The Corporation is organized and shall be operated
exclusively for charitable and educational purposes under Section 501(c)(3)
of the Internal Revenue Code of 1986, as amended (“the Internal Revenue
Code”), and further including, but not restricted to, the following more
specific purposes:
A. To sponsor educational programs of interest to librarians and staff
members from academic or research libraries.
B. To foster the professional growth and development of librarians
and staff members from academic or research libraries.
C. To represent the interests and concerns of academic and research
librarians in New Mexico; and
D. To cooperate with other educational and library organizations in
New Mexico
ARTICLE FOUR: The powers of the Corporation shall be subject
to the following terms, provisions and limitations:
A. No part of the net earnings of the Corporation shall inure to the
benefit of any member, director or officer of the Corporation, or any private
person, except that reasonable compensation may be paid for services actually
rendered to or for the Corporation. Furthermore, no member, director
or officer of the Corporation shall be entitled to share in the distribution
of any of the corporate assets on dissolution of the Corporation.
B. Except as provided and permitted under Sections 501(h) and 4911 of
the Internal Revenue Code, and the Regulations thereunder, as they now
exist or as they may hereafter be amended, 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 distributing of statements),
any political campaign on behalf of (or in opposition to) any candidate
for public office.
C. Notwithstanding any other provisions of these Articles, the
Corporation shall not conduct or carry on any activities not permitted
to be conducted or carried on by an organization exempt under Section 501(c)(3)
of the Internal Revenue Code, or by an organization, contributions to which
are deductible under Section 170(c)(2) thereof.
D. If the Corporation becomes a “private foundation” within the meaning
of Section 509 of the Internal Revenue Code, then the Corporation’s income
for each taxable year shall be distributed at such time and in such a manner
as not to subject it to tax under Section 4942 of the Code. The Corporation
shall be prohibited from engaging in any act of self-dealings as defined
in Section 4941(d) of the Code, from retaining any excess business holdings
as defined in Section 4943(c) of the Code, from making any investments
in such manner as to subject the Corporation to tax under 4944 of the Code,
and from making any taxable expenditures as defined in Section 4945(d)
of the Code, or the corresponding provisions of any future United States
Internal Revenue law.
E. In the event of liquidation, dissolution or winding up of the Corporation
in any manner or for any reason whatsoever, all of the assets of the Corporation,
after the payment of the obligations and liabilities of the Corporation,
shall be transferred to one or more corporations or associations having
a similar or analogous character or purpose as may be selected by the Corporation’s
Board of Directors; provided, however, that any transferee corporation
shall qualify under the provisions of Section 501(c)(3) of the Internal
Revenue Code.
ARTICLE FIVE: The address of the registered office of the Corporation
in this state is: [Address removed]. The initial registered agent
of the Corporation is Susan Magee, who is a resident of New Mexico.
ARTICLE SIX: The business and affairs of the Corporation shall
be managed under the direction of its Board of Directors. The number
of directors constituting the first Board of Directors is nine (9).
The names and addresses of the initial directors, who shall serve until
their successors are duly chosen and qualified, are as follows:
Maryhelen Jones
[Address removed]
Norice Lee
[Address removed]
Marty Jonas
New Mexico Tech Library
801 Leroy Place
Socorro, NM 87801
Susan Magee
[Address removed]
Judith Bernstein
[Address removed]
Mark Emmons
Zimmerman Library
University of New Mexico
1900 Roma NE
Albuquerque, NM 87131
Kris Warmoth
Library
University of New Mexico-Valencia Campus
280 La Entrada
Los Lunas, NM 87031
John McCance
[Address removed]
Earl Dye
Pannell Library and Information Resource Center
New Mexico Junior College
5317 Lovington Highway
Hobbs, NM 88240
Thereafter, the Corporation shall be managed by a Board of Directors
consisting of not more than fifteen (15) directors nor less than five (5)
directors as the Bylaws of the Corporation may provide.
ARTICLE SEVEN: The Corporation reserves the right to make from
time to time any amendment to these Articles of Incorporation which may
now or hereafter be authorized by law. Amendment of these Articles
of Incorporation may be initiated by a member of the Board of Directors
or by a petition in writing signed by no less than ten percent (10%) of
the members of the Corporation and filed with the Secretary. The
Board of Directors shall subsequently approve the amendment by an affirmative
vote of at least a two-third (2/3) majority.
ARTICLE EIGHT: The Board of Directors shall adopt the initial
bylaws of the Corporation. Thereafter, alteration, amendment or repeal
of the bylaws may be initiated by a member of the Board of Directors or
by a petition in writing signed by no less than ten percent (10%) of the
members of the Corporation and filed with the Secretary. The Board of Directors
shall subsequently approve the alteration, amendment or repeal by an affirmative
vote of at least a two-third (2/3) majority.
ARTICLE NINE: The name and address of the incorporator is:
Susan Magee
[Address removed]
IN WITNESS WHEREOF, the undersigned incorporator has signed these Articles
of Incorporation on December 6, 1999, and has acknowledged the same to
be her act.
Signature of Incorporator
____________________
Susan Magee
AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED REGISTERED AGENT
STATE OF NEW MEXICO )
) SS:
COUNTY OF BERNALILLO )
On this ________ day of __________, 1999 before me a Notary Public in
and for the State and County aforesaid, personally appeared Susan Magee,
who is to me known to be the person and who acknowledged to me that she
does hereby accept her appointment as the Initial Registered Agent of
New Mexico Academic and Research Librarians
the corporation which is named in the annexed Articles of Incorporation,
and which is applying for a Certificate of Incorporation pursuant to the
provisions of the Nonprofit Corporation Act of the State of New Mexico.
Registered Agent:
____________________________
Susan Magee
Subscribed and sworn to me on the day, month and year first set forth
above.
My Commission Expires: ____________________________
Notary Public
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