The undersigned incorporators, natural persons 18 years of age or older, in order to form a corporate entity under Iowa Statues, Chapter 317A, as amended, adopt the following articles of incorporation.
.Article I - Name/Registered Office
The name of this corporation shall be:
The Prometheus Project.
The corporation's registered office is located at:
355 Sugar Creek Lane North Liberty, IA 52317
The Prometheus Project.
The corporation's registered office is located at:
355 Sugar Creek Lane North Liberty, IA 52317
Article II - Purpose
The corporation is organized and will be operated exclusively for educational and social welfare purposes within the meaning of Section 501(c)(4) of the Internal Revenue Code.
(a) Create and foster a spirit of understanding among the peoples of the world.
(b) Promote the principles of good government and good citizenship.
(c) Take an active interest in the civic, cultural, social and moral welfare of the community.
(d) Unite the members in the bonds of friendship, good fellowship and mutual understanding.
(e) Provide a forum for the open discussion of all matters of public Interest.
(f) Encourage service-minded people to serve their community without personal financial reward, and encourage efficiency and promote high ethical standards in commerce, industry, professions, public works and private endeavors.
(g) To endorse and/or support by any means, whether financial or through service, candidates or organizations which support our guiding principles.
(a) Create and foster a spirit of understanding among the peoples of the world.
(b) Promote the principles of good government and good citizenship.
(c) Take an active interest in the civic, cultural, social and moral welfare of the community.
(d) Unite the members in the bonds of friendship, good fellowship and mutual understanding.
(e) Provide a forum for the open discussion of all matters of public Interest.
(f) Encourage service-minded people to serve their community without personal financial reward, and encourage efficiency and promote high ethical standards in commerce, industry, professions, public works and private endeavors.
(g) To endorse and/or support by any means, whether financial or through service, candidates or organizations which support our guiding principles.
Article III - Limitations
At all times the following shall operate as conditions restricting the operations
and activities of the corporation:
1. No part of the net earnings of the corporation shall inure to any member, director, or officer of the corporation, nor to any other private persons, to the corporation at the request of the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the corporation, or paid over in contribution to organizations who have qualified for exemption under Section 501(c)(4) of the Internal Revenue Code of 1986, in furtherance of the purposes of the corporation.
2. In no year shall the corporation have a primary purpose of participating or intervening in political campaigns on behalf of or in opposition to any candidate for public office nor to any other extent which would disqualify it from maintaining exemption under Section 501(c)(4) of the Internal Revenue Code.
3. The corporation shall not lend any of its assets to any officer or director of this corporation, or guarantee to any person the payment of a loan by an officer or director of this corporation.
and activities of the corporation:
1. No part of the net earnings of the corporation shall inure to any member, director, or officer of the corporation, nor to any other private persons, to the corporation at the request of the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the corporation, or paid over in contribution to organizations who have qualified for exemption under Section 501(c)(4) of the Internal Revenue Code of 1986, in furtherance of the purposes of the corporation.
2. In no year shall the corporation have a primary purpose of participating or intervening in political campaigns on behalf of or in opposition to any candidate for public office nor to any other extent which would disqualify it from maintaining exemption under Section 501(c)(4) of the Internal Revenue Code.
3. The corporation shall not lend any of its assets to any officer or director of this corporation, or guarantee to any person the payment of a loan by an officer or director of this corporation.
Article IV - Directors/Members
The corporation shall have a voting membership, and may have classes of same (if any), as defined in the corporation's bylaws. The management and affairs of the corporation shall be at all times under the direction of a Board of Directors, whose operations in governing the corporation shall be defined by statute and by the corporation's by-laws. No member or Director shall have any right, title, or interest in or to any property of the corporation.
Article V - Debt Obligations and Personal Liability
No officers or directors of this corporation shall be personally liable for the debts or obligations of this corporation of any nature, nor shall any of the property of the members, officers or directors be subject to the payment of the debts or obligations of this corporation, except to the extent that federal or state law shall mandate individual party responsibility for tax obligations or trustee-interest funds.
Article VI - Dissolution
Upon dissolution of this corporation, after payment of or making provisions for all costs and expenses of dissolution and all liabilities and obligations of this corporation, the remaining assets of this corporation will be distributed as determined by the Board of Directors, provided, however, that the assets will only be distributed to a unit or instrumentality of government or organizations organized and operated exclusively for one or more of the purposes described in Section 501 (c) (3) and/or Section 501(c)(4) of the Internal Revenue Code of 1954, as now enacted or hereafter amended, all in such proportion as determined by the Board of Directors of the corporation
Article VII - Amendments
These Articles of Incorporation may be amended as follows:
A. At any regular or special meeting of the Corporation, at which a quorum is present, by affirmative vote two-thirds of the members present and voting, providing the Board of Directors has previously considered the merits of the amendments.
B. No amendment shall be put to a vote unless written notice thereof stating the proposed amendment shall have been given to each member, by U.S. mail, electronic mail, or personal delivery, at least two weeks prior to the meeting at which the vote on the proposed amendment is to be taken.
A. At any regular or special meeting of the Corporation, at which a quorum is present, by affirmative vote two-thirds of the members present and voting, providing the Board of Directors has previously considered the merits of the amendments.
B. No amendment shall be put to a vote unless written notice thereof stating the proposed amendment shall have been given to each member, by U.S. mail, electronic mail, or personal delivery, at least two weeks prior to the meeting at which the vote on the proposed amendment is to be taken.
Article VIII - Special Notice
This Articles of Incorporation has been adapted from the Lions Club of Iowa Articles of Incorporation and is, in no way, meant to infringe or lay claim to any specific verbiage that was used in their Articles of Incorporation. The Prometheus Project does not necessarily claim any affiliation, endorsement or ownership over any aspect of the Lions Club and is an autonomous corporation.
Article IX - Incorporators
The undersigned incorporators certify both that we are authorized to sign these articles and that the information in these articles is true and correct. We also understand that if any of this information is intentionally or knowingly misstated that criminal penalties will apply as if we had signed these articles under oath.
Please contact Timothy Hart Judd, (319) 855-9654, [email protected], with any questions regarding this form
Contact Name | Phone Number | E-mail Address
Timothy Judd | (319) 499-0756 | [email protected]
James Neubauer | (515) 451-3860 | [email protected]
Robert Judd | (319) 594-5058 | [email protected]
Anessa Olson | (319) 541-6728 | [email protected]
Susan Sullivan | (319) 432-5017 | [email protected]
Please contact Timothy Hart Judd, (319) 855-9654, [email protected], with any questions regarding this form
Contact Name | Phone Number | E-mail Address
Timothy Judd | (319) 499-0756 | [email protected]
James Neubauer | (515) 451-3860 | [email protected]
Robert Judd | (319) 594-5058 | [email protected]
Anessa Olson | (319) 541-6728 | [email protected]
Susan Sullivan | (319) 432-5017 | [email protected]