We, the undersigned individuals, all of whom are nineteen years or more of age, make and enter into the following articles of incorporation for a nonprofit corporation under AS 10.20.005, et seq.Comment This is the first of a series of comments you'll find throughout this document. They are not part a legal part of the articles. They are explanations, cross-references and comments. Comments will always be set out as block quotations and marked as comments. The comments are not the view of FairNet or its members; they are the opinions and views only of the author of this on-line version of the document.These are the articles of incorporation - the organizational charter - of FairNet, Inc. FairNet started as a grant application by KUAC, the University of Alaska Fairbanks Library, the Noel Wien Library, the Fairbanks North Star Borough School District and the Volunteer Action Center of the United Way. The agencies that applied for and obtained the Corporation for Public Broadcasting grant that created FairNet are in the process of making FairNet a nonprofit corporation. By incorporating, FairNet hopes to make it easier to preserve and continue the existence of FairNet.
If you are viewing this document with a program that supports hypertext markup language ("HTML"), underlined terms are hypertext links to definitions, comments, the bylaws and other information that may be helpful.
2. Specifically, the nonprofit corporation shall endeavor to provide information services including, but not limited to (a) access to local and statewide public, school and university library catalogs; (b) a community information database from the public library and Crisis Line; (c) a community events bulletin board; (d) KUAC Radio and Television schedules, transcripts and interactive forums for its viewers; (e) a math homework assistance component operated by the local school district; (f) a database of volunteer opportunities in the community; (g) electronic mail reference service from the public library; (h) Internet connection for those without current access; and (i) such other information sources and technologies as may serve the community interests.
Comment This is the specific purpose for FairNet set out in the grant application and grant agreement.
3. No substantial part of the activities of the nonprofit corporation shall be the carrying on of propaganda, and the nonprofit corporation shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign for public office.
Comment This section and the following two sections are required to make a nonprofit corporation eligible for status as a Section 501(c)(3) organization. A Section 501(c)(3) organization is one which the I.R.S. has approved under its regulations as eligible for donations which will be deductible to the donee. See the Volunteer's Legal Handbook for more information.
4. No part of the net earnings of the nonprofit corporation shall inure to the benefit of or be distributable to its directors, officers, or other private persons. Directors and officers of the nonprofit corporation shall serve without compensation for services rendered, except that they may be reimbursed for approved expenses incurred on behalf of the nonprofit corporation.
5. Upon the dissolution of the nonprofit corporation, the Board shall, after paying or making provisions for the payment of all the liabilities of the nonprofit corporation, dispose of all of the assets of the nonprofit corporation in the following manner: (a) any remaining assets shall be given to such organization or organizations as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, as the Board shall determine, or (b) in the absence of action by the Board, any remaining assets shall revert to the University of Alaska.
The duration of the nonprofit corporation shall be perpetual.
The location of the nonprofit corporation's registered office shall be 100 Cushman Street, Suite 500, Fairbanks, Alaska 99701.
The name and address of the nonprofit corporation's registered agent shall be Guess & Rudd, a professional corporation, 100 Cushman Street, Suite 500, Fairbanks, Alaska 99701.
Comment "Incorporators" are the persons who apply to the State of Alaska for permission to create a corporation. They have no other special legal status.
The name and address of the nonprofit corporation's incorporators are
Brenda Holden
P.O. Box 74396
Fairbanks, Alaska 99707-4396James D. DeWitt
100 Cushman Street, Suite 500
Fairbanks, Alaska 99701Jerry Brigham
1286 Summit Drive
Fairbanks, Alaska 99709
Comment The "Initial Board of Directors," in contrast to the incorporators, do have a modest amount of authority. They are the persons who start the process of transforming a corporation (whether profit or nonprofit) from a license from the State of Alaska to have a corporation into a business entity authorized and able to conduct business or engage in nonprofit activities. FairNet has made an effort to have all of its original grant applicants participate on the Initial Board of Directors.
The names and addresses of the initial Board of Directors are:
Members of the Initial Board of Directors shall hold office until the regular board with its members and numbers, and regular officers, are constituted and appointed by the initial Board through the nonprofit corporation's articles and bylaws.Brenda Holden
P.O. Box 74396
Fairbanks, Alaska 99707-4396R. Gregory Hill
555 Fairbanks Street
Fairbanks, Alaska 99709Steven L. Smith
P.O. Box 81472
Fairbanks, Alaska 99708-1472Richard S. Cross
P.O. Box 71267
Fairbanks, Alaska 99707-1267Jerry Brigham
1286 Summit Drive
Fairbanks, Alaska 99712
Ultimate authority in the nonprofit corporation shall reside in its Board of Directors.
Comment The original grant applicants gave a lot of thought to whether or not FairNet, Inc. should have members. The final decision was to create a large board of directors with seats designated for various interests in the community, but not to have membership.
The nonprofit corporation shall have no members.
These articles may be amended by vote of two-thirds of the qualified members of the Board of Directors.
Comment Alaska law permits officers and directors of a nonprofit corporation to limit their individual liability to some extent. In order to be able to recruit qualified individuals to the Board of Directors of FairNet, Inc., the risk involved has to be manageable. No one wants to volunteer to be sued... Note this Article is not a grant of absolute immunity.
Notwithstanding any other provision of the Articles of Incorporation, as amended and restated, no director of the corporation shall be liable to the corporation or to the shareholders of the corporation for monetary damages for the breach of fiduciary duty as a director, except that a director may be liable for
(1) a breach of a director's duty of loyalty to the nonprofit corporation or other directors;
(2) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law; or
(3) willful or grossly negligent conduct involved in the payment of monies or delivery of services which defeats the nonprofit corporation's tax-exempt status or
(4) a transaction from which the director derives an improper personal benefit.
Comment The FairNet Bylaws are also available on line. At October 27, 1995, the bylaws were not yet formally adopted by the nonprofit corporation.
The corporation shall be governed by bylaws. Amendments to bylaws may be made by the board of directors by the vote of two-thirds of the directors at a meeting at which a quorum is present.
Comment "Aliens" in this context means persons who are no citizens of the United States, a group that includes but is not limited to the class of persons that may immediately jump to mind.
There are no resident or non-resident aliens who are affiliates of this corporation.
Signed and verified at Fairbanks, Alaska this 12th day of May, 1995.
/s/Brenda Holden
Incorporator
/s/James DeWitt
Incorporator
/s/Jerry Brigham
Incorporator
STATE OF ALASKA
FOURTH JUDICIAL DISTRICT
We, Brenda Holden, James DeWitt and Jerry Brigham, the Incorporators of the above-named nonprofit corporation being first duly sworn, state that we signed the above ARTICLES OF INCORPORATION, after having read the same and with full knowledge of its contents; the matters set forth within are true to our knowledge and we sign the same freely and voluntarily.
/s/Brenda Holden
Incorporator
/s/James DeWitt
Incorporator
/s/Jerry Brigham
Incorporator
SWORN AND SUBSCRIBED to before me this 12th day of May, 1995.
/s/Diane F. Bromley
Notary Public in and for Alaska
My Commission expires 4/17/96
Edited and posted by Jim DeWitt. Send comments and questions to jdewitt@polarnet.com