[Proposed--12/26/95 - Adopted 1/15/96]
For the purpose of amending and restating the Articles of Association of the above-captioned corporation, a nonprofit corporation under the provisions of the Vermont Nonprofit Corporation Act (V.S.A., Title 11, Chapter 19), the corporation hereby adopts the following Articles:
Article I. The name of the corporation shall be Consortium of Vermont Composers (hereinafter "the Association").
Article II. The duration of the Association shall be perpetual.
Article III. The Association is organized and shall be operated exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code to stimulate, promote, develop and sustain public appreciation of the composing art and the work of promising Vermont composers, to encourage noncommercial music composition, to assist composers to achieve the highest possible standards of artistic excellence, to provide a vehicle for the exchange of ideas and developments related to composing, and to bring the musical performance arts to areas within the state that are not adequately served in this respect.
Article IV. No part of the net earnings or assets of the Association shall inure to the benefit of, or be distributable to, its directors, officers or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes. No substantial part of the activities of the Association shall consist of the carrying on of propaganda or otherwise attempting to influence legislation. The Association shall not participate or intervene in, nor publish or distribute statements concerning, any political campaign on behalf of any candidate for public office.
The Association shall in no event carry on any activities not permitted to be carried on (i) by an organization exempt from federal income tax under section 501(a) as an organization described in section 501(c)(3) of the Internal Revenue Code; (ii) by an organization described in sections 509(a)(1), (2) or (3) of the Internal Revenue Code, and/or (iii) by an organization contributions to which are deductible under seetions 170(c)(2), 2055(a)(2), or 2522(a)(2) of the Internal Revenue Code.
Article V. The initial registered agent of the Association shall be Donald G. Stewart with registered office at Belknap Brook Road, Tunbridge, Vermont. The mailing address at such location is P.O. Box 65, Tunbridge, VT 05077.
Article VI. The board of directors, however denominated in the bylaws of the Association, shall consist of no less than three persons. Directors may be removed from office with or without cause under procedures set forth in the by-laws of the Association. The persons who shall serve as initial directors of the Association until the election and qualification of their successors are as follows:
Article VII. The Association shall not have authority to issue any shares.
Article VIII. The fiscal year of the Association shall begin on the first day of September in each year and end on the last day of August in the succeeding year.
Article IX. Upon dissolution or liquidation of the Association, the board of directors shall, after paying or making provision for the payment of all liabilities and expenses of liquidation, distribute all of the assets of the Association to one or more organizations that shall at the time qualify as a governmental unit under section 170(c) of the Internal Revenue Code or as an organization exempt from federal income taxation under section 501(a) as an organization described in section 501(c)(3) of the Internal Revenue Code. Any assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the Association is then located to one or more organizations that so qualify.
References herein to sections of the Internal Revenue Code are to provisions of the Internal Revenue Code of 1986, as amended, or to corresponding provisions of any subsequently enacted United States revenue law.