Articles of Incorporation
The Cedar Rapids Zen Center
To the Secretary of State of the State of Iowa:
The undersigned, acting as the Incorporator of a corporation under the Iowa Nonprofit Corporation Act, Chapter 504A, Code of Iowa, 1999, adopts the following Articles of Incorporation for such corporation:
NAME-REGISTERED OFFICE AND AGENT
Section 1. The name of this corporation shall be Cedar Rapids Zen Center.
Section 2. The address of the initial registered office in the State of Iowa shall be 2108 Muscatine Ave., Iowa City, IA 52240, and the name of its initial registered agent at such address is Zuiko Redding.
Section 1. This corporation is organized exclusively for religious, charitable and educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Code). In furtherance of purposes this corporation shall support, encourage and facilitate the practice of the Buddhist religion in the Soto Zen tradition.
The corporation shall have all the powers enumerated in Section 504 A of the Code of Iowa, and those necessary or convenient to effect any of the purposes for which the corporation is organized.
This corporation shall have such members as meet the qualifications set out by the Bylaws, and the voting rights of these members may be limited by these Bylaws.
BOARD OF DIRECTORS
Section 1. The number of Directors constituting the initial Board of Directors shall be six. The names and addresses of the persons who are to serve as the initial directors are:
Gretchen Mellberg 722 25th St. NE Cedar Rapids, IA 52402
Alan Murdock 115 N. Dubuque St., Apt. C Iowa City, IA 52245
Lynn N. Mennenga 1805 Windsor Ct. Iowa City, IA 52245
Chris Odell P.O. Box 379 Des Moines, IA 50302
Barbara VerKuilen 2789 Marledge St. Fitchburg, WI 53711
Rev. Shoken Winecoff 510 Baker Ave. Decorah, IA 52101
Section 2. Any contract or transaction between the corporation and one or more of its directors, or any firm of which one or more directors are members, employees, shareholders or otherwise interested, shall be valid for all purposes notwithstanding his or her presence at or participation in the meeting of the Board of Directors which acts upon such contract or transaction, if the fact of such interest be disclosed or be made known to the board of directors and it shall approve of the contract or transaction by a majority vote of the directors who are not interested parties.
The corporate period of this corporation shall begin on the date the Secretary of State issues a Certificate of Incorporation and it shall have perpetual existence from said date.
The private property of the members and board of directors of this corporation shall not be liable for corporate debts to any extent whatsoever. This Article shall not be amended except with the unanimous vote of the corporation’s members and board of directors.
A director, officer, member or other volunteer is not personally liable in that capacity, for a claim based upon an act or omission by the person performed in the discharge of the person’s duties, except for a breach of the duty of loyalty to the corporation, for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or for a transaction from which the person derives any improper personal benefit. A director, officer, member or volunteer of the corporation, as a condition of accepting said office, shall be indemnified by the corporation against expenses actually and necessarily incurred by that person in having been or being a director, officer, member or volunteer of the corporation, except in relations to matters as to which the person shall be adjudged in such action, suit or proceeding to be liable for the breach of the duty of loyalty to the corporation, or for acts or omissions not in good faith, or which involve intentional misconduct or knowing violation of the law. Such right of indemnification is not to be deemed exclusive of any additional right to which the person may be entitled under the laws of the State of Iowa, bylaws, agreements or otherwise.
No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, board of directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered to make payments and distributions in furtherance of the purposes set forth in Article II hereof.
Notwithstanding any other provisions of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt form the federal income tax under Section 501 (c) (3) of the Internal Revenue Act of 1986 (or the corresponding provision of any future United States Internal Revenue Code) or (b) by a corporation, contributions of which are deductible under Section 107 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Code).
Upon the 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 exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for religious, charitable or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Code) as the board of directors shall determine.
EXECUTION OF INSTRUMENTS
Section 1. All instruments having or requiring the acknowledgment of the corporation and all instruments which affect any interests of the corporation in real estate shall be sufficiently executed if signed by the president and secretary of the corporation, or by the vice-president and secretary, or by the president and vice-president.
Section 2. All other instruments of this corporation shall be sufficiently executed if signed by two of the following officers: the president, vice-president, secretary or treasurer of this corporation.
Section 3. A specific resolution of the board of directors, of the Bylaws adopted by the board of directors, may provide for other methods of execution of any instrument referred to in this Article.
The name and address of the incorporator is
Lynn N. Mennenga 1805 Windsor Ct. Iowa City, IA 52245
IN WITNESS WHEREOF, the undersigned has set her hand this day of November, 1999.
LYNN N. MENNENGA
STATE OF IOWA
On this day of November, 1999, before me a Notary Public in and for the State of Iowa, personally appeared Lynn N. Mennenga, to me personally known to be the person who executed the above and foregoing Articles of Incorporation and acknowledged the execution of the same to be her own voluntary act and deed.
WITNESS my hand and Notarial Seal the day, month and year last above written
Notary Public in the State of Iowa
My commission expires _____________