ARTICLES OF INCORPORATION
Steel City Brewers, A Colorado Non Profit Corporation
The undersigned adult natural person, acting as incorporator, hereby establishes a nonprofit corporation pursuant to the Colorado Revised Nonprofit Corporation Act and adopts the following articles of incorporation:
The name of the corporation is Steel City Brewers, A Colorado Non Profit Corporation
The corporation shall have perpetual existence.
PURPOSE AND POWERS
The corporation is organized and shall be operated as a social club within the meaning of section 501(c)(7) of the Internal Revenue Code. Subject to the foregoing, the specific purpose and objectives of the corporation shall be a Colorado homebrew club dedicated to the art and science of beer brewing. Through education and collaboration within the organization, the club also strives to share home brewing with the general public to encourage the development of new brewers in the Pueblo Community. Lastly, the club wants to maintain an active relationship with the American Homebrewers Association, as a chartered organization.
In furtherance of the foregoing purposes and objectives (but not otherwise) and subject to the restrictions set forth in Section 3.3, the corporation shall have and may exercise all of the powers now or hereafter conferred upon nonprofit corporations organized under the laws of Colorado and may do everything necessary or convenient for the accomplishment of any of the corporate purposes, either alone or in connection with other organizations, entities or individuals, and either as principal or agent, subject to such limitations as are or may be prescribed by law.
Restrictions On Powers.
(a)No part of the net earnings of the corporation shall inure to the benefit of or be distributable to any director or officer of the corporation or any other individual (except that reasonable compensation may be paid for services rendered to or for the benefit of the corporation affecting one or more of its purposes), and no director or officer of the corporation or any other individual shall be entitled to share in any distribution of any of the corporate assets on dissolution of the corporation or otherwise.
(b)Upton dissolution of the corporation, all of the corporation's assets remaining after payment of or provision for all of its liabilities shall be paid over or transferred to a similar organization or among one or more exempt organizations described in section 501(c)(3) of the Internal Revenue Code, and/or governmental units, within the meaning of sections 170(b)(1)(A)(v) of the Internal Revenue code for exclusivity public purpose. The exempt organizations or governmental units to receive such property, and their respective shares and interests, shall be designated by the board of directors.
(c)Notwithstanding any other provision of these articles of incorporation, the corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax as an organization described in section 501(c)(c7) of the Internal Revenue Code, or by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code.
(d)All references in these articles of incorporation to provisions of the Internal Revenue code are to the provisions of the Internal Revenue code of 1986, as amended, and to the corresponding provisions of any subsequent federal tax laws.
The address of the initial principal office of the corporation is 2 Alhambra Ct., Pueblo, Colorado 81005
Registered Office and Agent.
The street address of the initial registered office of the corporation is 2 Alhambra Ct., Pueblo, Colorado 81005. The name of the corporations initial registered agent at the initial registered office is Michael B Mahan.
The corporation shall have no voting members. However, the corporation may have such classes of nonvoting members as may from time to time be prescribed by its bylaws. The designation of each class of members and their respective manner of election or appointment, qualifications, tenure, terms of membership, rights, limitations and obligations shall be as provided from time to time in the bylaws of the corporation. Members shall have to voting rights or other management powers. The corporation shall have to capital stock. However, the corporation may issue certificates evidencing membership therein.
BOARD OF DIRECTORS
The management of the affairs of the corporation shall be vested in a board of directors, except as otherwise provided in the Colorado Revised Nonprofit Corporation Act, these articles of incorporation or the bylaws of the corporation. The number of directors, their classifications, if any, their terms of office and the manner of their election or appointment shall be as provided from time to time in the by-laws of the corporation.
Liability of Directors.
No director shall be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as a director, except that the foregoing shall not eliminate or limit liability of a director to the corporation or its members for monetary damages for the following: (a) any breach of the director's duty of loyalty to the corporation or its members (b) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (c) acts specified in C.R.S Section 7-128-403, as it now exists or hereafter may be amended, or (d) any transaction from which the director directly or indirectly derived an improper personal benefit. If the Colorado Revised Nonprofit Corporation Act hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be further eliminated or limited to the fullest extent permitted by the Colorado Revised Nonprofit Corporation Act. Any repeal or modification of the Section 6.2 shall be prospective only and shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.
After incorporation, the incorporator shall elect an initial board of directors. Until the initial board of directors has been elected and shall qualify, the incorporator shall serve as the sole director of the corporation and shall have all of the powers and authority and shall perform all of the duties of the board of directors.
The name and address of the incorporator is:
Michael B. Mahan
2 Alhambra Ct.
Pueblo, CO 81005