ARTICLES OF INCORPORATION OF
OLD NAMPA NEIGHBORHOOD ASSOCIATION, INC.
The undersigned incorporators, in order to form a nonprofit corporation pursuant to the Idaho Nonprofit Corporation Act, Chapter 3, Title 30, Idaho Code ("Act") hereby adopt these Articles of Incorporation as follows:
ARTICLE I
NAME AND BOUNDARIES
Section 1. The name of this nonprofit corporation shall be Old Nampa Neighborhood Association, Inc.
Section 2. The boundaries of is Corporation, are as follows:
From the northwest corner of N. Yale St., 3rd St. S. and Davis Ave, continuing north following N. Yale St. to 7th St. S. At 7th St. S. the boundary proceeds west on High St. At the intersection of High St. and N. Fairview St. the boundary line turns due south and follows N. Fairview St. south until it terminates. The boundary then continues to follow 10th Ave. S. in a southerly direction. At the intersection of 11th Ave. S. and 10th Ave. S. the boundary turns to follow 11th Ave. S. to the northeast. The boundary follows 11th Ave. S. to the intersection of 3rd St. S. At 3rd St. S. the boundary turns to the northwest and follows 3rd St. S. back to the northwest corner of the intersection of N. Yale St. and Davis Ave. Note: The boundary extends across streets on the outside edge of the boundary line to the back of property lines.
These boundaries are shown on the Map attached hereto as Attachment "A".
ARTICLE II
DURATION
The existence of this corporation shall be perpetual.
ARTICLE III
PURPOSE
Section 1. This Association is being incorporated to fulfill the following purposes:
a To provide a means for persons who reside, work, or own property or businesses in the neighborhood to participate in planning, influencing, and/or making decisions for improving the current and future living conditions of the neighborhood.
b To encourage and facilitate communication and joint efforts among the residents of this area on matters of common concern.
c To encourage involvement of neighborhood residents in the creation of a neighborhood plan that serve as unified guide to the future direction of the neighborhood.
d To promote the general welfare of the residents, owners, and their property interests.
e To receive, administer, and expend funds for such purposes.
f To promote a positive working relationship with the City of Nampa and other governmental entities having an impact on the livability of the neighborhood.
Section 2. The Corporation is organized for the charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended and supplemented and, therefore shall be subject to the following provisions:
a No part of 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 reasonable compensation for services rendered.
b No part of the activities of the Corporation shall be to carry on propaganda or otherwise attempt 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.
c Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any activities no permitted to be carried on (1) by a Corporation exempt from Federal Income Tax under 501 (c) (3) of the Code or (2) by a corporation, contributions to which are deductible under 170 (c) (2) of the Code.
d Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes, as shall at the time qualify as an exempt organization or organizations under 501 (c) (3) of the Code as the Board of Directors shall determine. Any such assets not so disposed of by the District Court of the county in which the principal office of the Corporation is then located, exclusively for the purposes or to such organization or organizations as said court shall determine, which are organized and operated for such purposes.
ARTICLE IV
REGISTERED AGENT
The name of the initial registered agent of this corporation is: Lance Richard McGrath
ARTICLE V
MEMBERSHIP AND VOTING
Section 1. Membership shall be open to all persons who reside, work, or own property or businesses within the geographic boundaries, as stated in Article I, who are 18 (18) years or older, except as qualified in Section 2, Article V.
Section 2. Every resident and every non-resident owner of property within the boundaries of the Old Nampa Neighborhood Association, Inc. shall be entitled to one membership; provided that, where a property is owned by more than one person, the owners thereof shall be limited to one membership among them. In addition, if the property is used for commercial purposes, its non-resident owners shall likewise be limited to one membership. In no event shall any person be eligible for more than one membership.
Section 3. Commercial purpose shall include, but not be limited to, property which is held out for rent, lease, or used to produce or distribute goods or services. It shall further include all property held or offered for sale if said property is not the principal place of residence of the owner. Commercial purpose shall also include such property held or tenancy therein which is so held or used by a non-profit association or organization.
Section 4. Membership, for the purposes of voting, shall be achieved by signing the name and address and, when necessary as required by Section 2, Article V, the name of all parties to a single membership in the "Official Membership List." Membership may be terminated by resignation and shall terminate at once for anyone who ceases to reside or own property in the neighborhood. There will be one vote per membership.
ARTICLE VI
LIMITATION ON MEMBERS LIABILITY
The private property of members of this Corporation shall not be liable for the debts or any other liabilities of the Corporation.
ARTICLE VII
INITIAL INCORPORATORS AND BOARD OF DIRECTORS
Section 1. The affairs of the Corporation shall be managed by a Board of Directors. The number, qualifications, duties of such directors shall be set forth in the Bylaws of the Corporation.
Section 2. The following "Incorporators" shall serve as the Board of Directors until such time as the first Annual Meeting is held, such time to be determined by the Bylaws of the Corporation:
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Wendy DiBene, 716 9th Ave. S., Nampa, Idaho, 83651
Heather Heller, 516 9th Ave. S., Nampa, Idaho, 83651
Sam Lang, 615 9th Ave. S., Nampa, Idaho, 83651
Debra Leonard, 912 9th Ave. S., Nampa, Idaho, 83651
Lance Richard McGrath, 920 9th Ave. S., Nampa, Idaho, 83651
Christina Martell, 603 9th Ave. S., Nampa, Idaho, 83651
John Winston, 124 Meffan Ave., Nampa, Idaho, 83651
Fr. Doug Yarbrough, 1312 W. Elmore Ave., Nampa, Idaho, 83651
ARTICLE VIII
DISSOLUTION OF THE CORPORATION
Section 1. Upon a vote a majority of all members of the Corporation, the Corporation may be dissolved. In the event of the liquidation or dissolution of the Corporation, whether voluntary or involuntary, the assets of the Corporation after payment of all of the debts of the corporation and the expenses of dissolution shall be distributed as directed in Article III, Section 2(d) with any other remaining funds being distributed to a nonprofit organization within the neighborhood that serves the needs of children or the elderly.
ARTICLE IX
REVISION OF ARTICLES OF INCORPORATION
These Articles of Incorporation may be amended upon formal reading at the Annual Meeting of the Association and a majority vote of membership attending said Annual Meeting. Notice of Revision to Articles of Incorporation must be included in the published announcement of the Annual Meeting.
ARTICLE X
NON-STOCK CORPORATION
The Corporation shall be non-stock, and no dividends or pecuniary profits shall be declared or paid to the members.
IN WITNESS THEREOF, the undersigned have executed these Articles of Incorporation on this day of January , 2002.