A Nonprofit Corporation
This is the Place Foundation, a Nonprofit Corporation duly formed pursuant to the Utah Nonprofit and Cooperative Association Act, hereby adopts the following Articles of Incorporation.
The name of the corporation (hereinafter referred to as the "Corporation") is This is the Place Foundation.
PERIOD OF DURATION
The period of duration of the Corporation is perpetual unless sooner dissolved according to law.
PURPOSES AND POWERS
The purposes for which the Corporation is organized are:
Section 1: The Corporation is organized exclusively for charitable, religious, educational and scientific purposes in accordance with Section 501 (C) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law).
The initial purpose of the Corporation is to operate a historical village park depicting Utah pioneer history with related educational, cultural and historic programs. The Corporation will conduct its activities to qualify as a public charity.
Section 2: The general purposes and powers are:
1.To solicit, collect, receive, acquire, hold and invest money and property, both real and personal, including money and property received by gift, contribution, bequest, or devise; to sell and convert property, both real and personal, into cash; and to use the funds of this Corporation and the proceeds, income, rents, issues and profits derived from any property of this Corporation for any of the purposes for which this Corporation is formed.
2.To purchase, acquire, own, hold, sell, assign, transfer, dispose of, mortgage, pledge, hypothecate, or encumber, and to deal in shares, bonds, notes, debentures, or other securities or evidences of indebtedness of any person, firm, corporation, or association and, while the owner or holder of them, to exercise all rights, powers and privileges of ownership.
3.To purchase or acquire, own, hold, use, lease (either as lessor or lessee), sell, exchange, assign, convey, dispose of, mortgage, hypothecate, or encumber real and personal property.
4.To borrow money, incur indebtedness, and to secure repayment by mortgage, pledge, deed of trust, or other hypothecation of property, both real and personal.
5.To enter into, make, perform and carry out contracts of every king for any lawful purpose without limit on the amount, with any person, firm, association or corporation, municipality, county, parish, state, territory, government (foreign or domestic), or other municipal or governmental subdivision.
6.To do all things necessary, expedient, or appropriate to do the accomplishment of any of the objects and purposes for which this Corporation is formed.
Section 3: To engage in such other activities as may be permitted to a nonprofit corporation under the applicable laws of the State of Utah, it being the specific purpose of the Corporation that it is organized and shall be operated not for pecuniary profit.
Section 4: Notwithstanding any of the above statements of purposes and powers, this Corporation shall not engage in activities that in themselves are not in furtherance of the purposes set forth in Section 1 of the Article III.
There shall be no members of the corporation.
No shares of stock of the Corporation evidencing membership or interest therein shall be authorized or issued by the Corporation and the Corporation shall have no authority to issue stock, and no dividends or pecuniary profits shall be paid thereon.
CONTRACTS WITH TRUSTEES OR OFFICERS
Section 1: No officer, managing agent, employee or other person shall derive a principal economic benefit from the operation of the Corporation. However, any person, including an officer or trustee of the Corporation may deal or contract with the Corporation, provided that no person or entity shall be paid any fee, salary, rent or other payment of any kind in excess of the fair market value for the service rendered, goods furnished or facilities or equipment rented; provided further, that at a meeting of the trustees or a committee thereof having authority in the premises to authorize or confirm such contract or transaction, the interest of such officer, trustee, or other person or entity is disclosed or made known and there shall be present a quorum of the trustees or such committee and such contract or transaction shall be approved by a majority of such quorum consisting of trustees or committee members not so interested.
Section 2: No member of the Board of Trustees or officer shall be liable to account to the Corporation for any transaction or contract of the Corporation ratified or approved as herein provided, and they are relieved from any liability that might otherwise exist with respect to such transactions or contracts.
INDEMNIFICATION OF TRUSTEES
The corporation shall indemnify any and all persons who may serve or who have served at any time as trustees or officers or who at the request of the Board of Trustees of the Corporation may serve or at any time have served as trustees or officers of another corporation in which the Corporation at such time owned or may own shares of stock or of which it was or may be a creditor, and their respective heirs, administrators, successors and assigns, against any and all expenses, including amounts paid in settlement (before or after suit is commenced), actually and necessarily by such persons is connection with the defense or settlement of any claim, action, suit or proceeding in which they or any of them are made parties or a party, or which may be asserted against them or officers or a trustee or officer of the Corporation, or of such other corporation, except in relation to matters as to which any such trustee or officer or former trustee or officer or person shall be adjudged in any action, suit or proceeding to be liable for his own negligence or misconduct in the performance of his duty. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any law, by-law, agreement, vote of stockholders, or otherwise.
BOARD OF TRUSTEES
The Corporation shall be governed by a Board of Trustees of at least three (3) but not more than thirty (30) Trustees, each of whom shall be a voting Trustee of the Corporation. The initial Board of Trustees, who shall hold office until their successors shall have been elected pursuant to the Corporation Bylaws, shall be:
[Names and addresses]
Resignation, Removal, Appointment of Successor Trustees
The By-laws of the Trust shall set forth the requirements for the resignation and removal of Trustees and the appointment of Successor Trustees.
The following shall be ex-officio members of the Board of Trustee, without the right to vote to attend and participate in all meetings.
Executive Director of Utah Department of Natural Resources
Director of Utah Division of Parks & Recreation
Executive Director of This is the Place State Park
[Name and address]
REGISTERED OFFICE AND AGENT
The initial registered office of the Corporation shall be 1225 Eagle Gate Tower, 60 East South Temple, Salt Lake City, Utah 84111, and the initial registered agent at such address is Jeffrey N. Clayton.
Pursuant to the provisions of Section 16-6-25.1 of the Utah Code Annotated, Jeffrey N. Clayton, herewith acknowledges and accepts his appointment as the registered agent for This is the Place Foundation, a Nonprofit Corporation. This acknowledgment and acceptance of appointment as registered agent is freely and voluntarily made and given by the undersigned.
EARNINGS AND ACTIVITIES
No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its 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 Article III 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 of 1986 (or the corresponding provision of any future United States Internal Revenue law).
Upon the dissolution of the Corporation, the Board of Trustees shall, after paying or making provision for the payment of all liabilities of the Corporation, and after properly disposing of assets held by the Corporation upon condition requiring return, transferor conveyance upon such event of dissolution as required by Utah law, transfer and convey all remaining assets and benefits of the Corporation to a transferee designated by the Board of Trustees for advancement of the purposes of such transferee provided such transferee then qualifies under Section 501 ( c) (3) of the Internal Revenue Code or its future equivalent. If the transferee or its successor shall fail to so quality, than all remaining assets and benefits of the Corporation shall be disposed of by the District Court for the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which most nearly approximate the purposes for which the Corporation was organized.
ADMINISTRATION OF CORPORATION
Compliance. At all times, the Corporation will not conduct any activity which would not be permitted to be conducted by an organization exempt form taxation under Section 501 ( c) (3) of the Code and to which donations are deductible under Sections 170 (a) (1), 2005 and 2522 of the Code.
In the event that the purposes for which this Corporation has been created cannot, at any time, be carried out, the Board of Trustees are to administer the Corporation for other purposes which are as similar to the original purposes as is reasonably possible and which are consistent with federal laws governing the administration of 501 ( c) (3) tax exempt organizations.
The foregoing Article of Incorporation shall be effective when filed.
Dated this 20th day of August, 1997