ARTICLES OF INCORPORATION of the KMM HISTORICAL COMMITTEE

            The undersigned, who are individuals 18 years of age or older and citizens of the United States, desiring to form a Non-Profit Corporation under the chapter 317A of the Minnesota Statutes, do hereby certify and adopt the following articles of incorporation:

ARTICLE I – NAME           

The name of the incorporated organization shall be: “KMM Historical Committee.”

ARTICLE II – REGISTERED OFFICE ADDRESS

The place in Minnesota where the principal office of the corporation is to be located is 13403 Maywood Curve, Minnetonka, Hennepin County, Minnesota 55345

ARTICLE III – PURPOSE

This corporation is organized exclusively for charitable and educational purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

The purpose of this corporation is:

to support the ongoing research of territorial pioneer history,

to promote the preservation of historical assets,

to produce educational materials relative to these purposes for the public

ARTICLE IV – MEMBERSHIP and BOARD OF DIRECTORS

This corporation shall have an active committee and voting members. The eligibility, rights and obligations of the members will be determined by the organization’s bylaws.

The management of the affairs of the corporation shall be vested in a board of directors, as defined by the corporation’s bylaws. No director shall have any right, title, or interest in or to any property of the corporation.

The persons constituting the initial board of directors and acting as the initial trustees of the corporation, their names, titles and addresses are as follows:

Lillian Burford            Chair               19363 Grave Lake Road, Brainerd, MN 56401

Judy Graham               Secretary         813 Adams Street, Anoka, MN 55303

Donald Miller              Treasurer         412 Meadowood Lane, Burnsville, MN 55337

Members of the initial board of directors shall serve until the scheduled general membership meeting July 12, 2008, at which time their successors will be duly elected and qualified, or removed as provided in the bylaws.

ARTICLE V – EXEMPTION REQUIREMENTS

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 the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered in accordance to the By-Laws of the Corporation and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.
2. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
3. Notwithstanding any other provision of this document, the organization 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, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE VI – PERSONAL LIABILITY

No member, officer, or director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of its members, officers, or directors be subject to the payment of the debts or obligations of this corporation.

ARTICLE VII – DURATION AND DISSOLUTION

The duration of the corporate existence shall be perpetual until dissolution.

Upon the possible dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE VII – INCORPORATORS

In witness whereof, we, the undersigned, hereunto subscribed by our names and signatures for the purpose of forming the corporation under the laws of the State of Minnesota; we certify that the heretofore-listed initial board of directors has been granted authority to incorporate by the voting members under these Articles of Incorporation this March 2, 2008.

Leona Kanne Benson, Historian      13403 Maywood Curve, Minnetonka MN 55345

Judy Graham, Secretary                      9090 425th Ave., Janesville, MN 56048
Donald Miller, Treasurer                      412 Meadowood Lane, Burnsville, MN 55337

BYLAWS of the KMM HISTORICAL COMMITTEE

ARTICLE I – NAME AND PURPOSE

Section 1 – Name:       The name of the incorporated organization shall be: “KMM Historical Committee.” It shall be a nonprofit organization incorporated under the laws of the State of Minnesota.

Section 1 – Purpose:   KMM Historical Committee is organized exclusively for charitable and educational purposes. The objective of this corporation is:

·          to promote the preservation of the historical assets of the 1850’s Territorial Pioneer families, including, but not limited to, immigrant settlements and artifacts.

·          to support activities related to the research of territorial pioneer history, as represented by the land, agricultural and cultural assets in the 19^th century settlement areas of the Kanne-Marzahn-Minske (KMM) Territorial pioneer families.

·          to produce and distribute educational materials to the general community related to the immigration, settlement, and subsequent migration of the 1850’s Minnesota Territorial Pioneers and their descendents.

ARTICLE II – MEMBERSHIP

Section 1 – Membership: Membership in the corporation shall be classified under three (3) categories, as follows:

1. a.     Active Committee Members – The Board of Directors and other volunteers, chosen from the members at large, who actively participate in the regular meetings to plan, coordinate and direct the ongoing activities and events of the KMM Historical Committee.

1. b.     Members at Large – Membership is open to any persons who are willing to abide by these Bylaws, support the purposes of the interested in the ongoing activities of the committee and pay the dues as required

1. c.     Voting Members – Descendents and their spouses as of record in the KMM genealogical database, who number over 6,800 individuals as of July 10, 2004, the last general membership meeting, and who are in attendance at the general membership meetings at which time the voting occurs.

Section 2 – Dues:        There shall be no regular dues required, unless changed by a simple majority vote of the Voting Members.

Section 3 – Rights of members:           Each member has the right to participate in and receive information about the KMM Historical Committee, its events and activities.

Section 4 – Resignation and termination of active committee members:        The board can demand return of, and shall be entitled to receive, any material belonging to and/or essential to the work of the corporation following the resignation or termination of an active committee member. The Chair or Vice Chair may replace the vacant position as needed. Termination of an active committee member requires a simple majority vote of the active committee members.

Section 5 – Non-voting membership:  The board shall have the authority to establish and define non-voting categories of membership.

ARTICLE III – MEETINGS OF MEMBERS

Section 1 – Regular Meetings:            Regular meetings of the members shall be held at least annually, at a time and place designated by the Chair of the active committee members.

Section 2 – General Membership Meetings:   General membership meetings shall be held each Leap Year, at a time and place designated by simple majority of the active committee members.

Section 3 – Special Meetings:              Special meetings may be called by the Chair or by a simple majority of the active committee members.

Section 4 – Notice of Meetings:           Printed or verbal notification of each regular meeting and any special meetings shall be given to each active committee member within a reasonable period of time preceding the meeting.

Printed notification of each general membership meeting shall be mailed to the members at large who have indicated their interest in the organization’s activities by prior participation or attendance, or by other means of communication. Notice shall be by mail, not less than six (6) months prior to the meeting.

Section 5 – Quorum:   Members present at any properly announced meeting constitutes a quorum.

Section 6 – Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place, except as provided for bylaw amendments.

ARTICLE IV – BOARD OF DIRECTORS

Section 1 – Board role and size: The board is responsible for overall policy and direction of the association, and for delegation of duties to the committee and volunteers.  The board shall consist of a minimum of three officers: Chair, Treasurer and Secretary.  The active committee members may appoint a Vice-Chair as activity warrants.

Section 2 – Compensation:     The board receives no compensation.

Section 3 – Terms:      Board members shall serve four-year terms, and are eligible for re-appointment at the end of the term. Each term ends at the first regular meeting following the general membership meeting.

Section 4 – Meetings and notice:         The board shall appear at the same meetings and according to the same notifications posted for regular and general membership meetings.

Section 5 – Board elections:    The active committee members shall be responsible for maintaining a  board of directors. Nominations for open board positions can be received from the floor at the general membership meeting. Voting members may vote on the appointment or re-appointment of board members at the general membership meeting.

Section 6 – Responsibilities: The board members shall be responsible for understanding the fiduciary duties of directors of charitable organizations, to exercise the property duty of care, and to direct the disposition of the organization’s activities in compliance with these duties as outlined by the Charities Division of the Minnesota Attorney General’s Office and as required under Minnesota law.

            The chair and vice chair are responsible for organizing the meeting agenda. The secretary shall take minutes at all meetings and make them available to all members in a timely fashion, and shall maintain a list of all active committee members and their assignments. The treasurer shall collect all receipts and deposit them in the organization’s accounts, shall pay all bills by checks from the organization’s checking account, shall keep a record of all transactions and shall publicly post an annual financial report.

ARTICLE V – AMENDMENTS TO THE BYLAWS

Amendments to these bylaws may be proposed and voted upon at any regular or general meeting according to the procedures of Article IV, Section 6.  In order to for a proposed amendment to take place, a three-quarter majority voting in favor of the change is required. A record of amendments must be kept as an attachment to these Bylaws of the KMM Historical Committee.

ARTICLE VI – DISSOLUTION

In the event the membership is unable to support the KMM Historical Committee, all property belonging to the organization shall be transferred to a charitable organization, determined by the board of directors as having similar interests in the preservation and dissemination of territorial history.

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History of Amendments: