St. Louis River Alliance

Articles of Incorporation

ARTICLES OF INCORPORATION ST. LOUIS RIVER CITIZENS ACTION COMMITTEE

This documents the formation of a corporate entity under Minnesota Statutes, Chapter 317A.

ARTICLE I: NAME/REGISTERED OFFICE

The name of this Corporation shall be St. Louis River Citizens Action Committee, located at 394 Lake Ave. South, Suite 303b, Duluth, Minnesota 55802.

ARTICLE II: PURPOSE OF CORPORATION

This Corporation is organized exclusively for charitable, scientific and educational purposes and for purposes which promote the goals of the Great Lakes Water Quality Agreement. To this end, the Corporation shall at all times be operated for such purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, 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 of 1986, as now enacted of hereafter amended. This Corporation shall operate to identify and provide assistance in the resolution of environmental problems on the St. Louis River System in Minnesota and Wisconsin. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.

ARTICLE III: EXEMPTION REQUIREMENTS

The following shall at all times operate as conditions restricting the operations and activities of the Corporation:

A. This Corporation shall not, incidentally or otherwise, afford or pay any pecuniary gain, dividends or any other pecuniary remuneration to its Members as such, and no part of the net income or net earnings of this Corporation shall, inure to any member of the Corporation not qualifying as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, nor to any Director or officer of a Corporation, nor to any other private persons, excepting solely such reasonable compensation that the Corporation shall pay for services actually rendered to the Corporation, or allowed by the Corporation as a reasonable allowance for authorized expenditures incurred on behalf of the Corporation.

B. The development or distribution of propaganda or efforts to influence legislation, or to influence any initiative or referendum before the public shall not constitute a substantial part of the Corporation’s activities. The Corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

C. Notwithstanding any other provisions of these articles, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.

ARTICLE IV: DURATION

The duration of this Corporation shall be perpetual.

ARTICLE V: NAMES OF INCORPORATORS

The Incorporators of the Corporation are: Dorothy Anway, Jack Ezell, Sally Gibson, Alden Lind, Jean Longenecker and Kathryn McKenzie.

ARTICLE VI: BOARD OF DIRECTORS

A. The Corporation shall be governed by a Board of Directors. The specific number of Directors, their eligibility, method of election or appointments, and tenure shall be stated, and may be altered from time to time, in the Bylaws.

B. The first Board of Directors shall consist of twenty-six (26) persons, and they shall serve until the first annual meeting, at which their successors are elected and qualified, or removed as provided in the Bylaws. [Initial Board: Leonard Anderson, Dorothy Anway, Dan Conley, David Conley, Jack Ezell, Gary Garlie, Sally Gibson, Steve Gilbert, Mark Hagley, Keith Hanson, Cal Harth, Alden Lind, Jean Longenecker, Diane Lundin, Bill Majewski, Amy Jutila, Deb McGovern, Kathryn McKenzie, Mike Munter, Arnold Overby, Joel Peterson, John Powers, Mike Smith, John Sorenson, Nan Stokes and Aivars Zakis].

ARTICLE VII: MEMBERS

The Corporation shall have six classes of Members: individual; family household; organization-club-school; business; municipality-government agency; and sponsor. The membership requirements of the Corporation shall be specified in the Bylaws. Memberships are not transferable. No member of the Corporation shall have any personal liability for corporate obligations. Each member, regardless of classification, shall be entitled to one vote.

ARTICLE VIII: NON-STOCK CORPORATION

There shall be no capital stock allotted, issued or sold by this Corporation.

ARTICLE IX: PERSONAL LIABILITY

The Members, Directors and officers of the Corporation shall not be personally liable to any extent whatsoever for obligations of this Corporation, except for the obligation to pay dues.

ARTICLE X: BYLAWS

The first Board of Directors has authority to adopt the initial Bylaws governing this Corporation. Authority to alter the Bylaws of the Corporation is vested in the Members of the Corporation to the full extent permitted by law, subject to the provisions that they be consistent with these Articles.

ARTICLE XI: DISSOLUTION

Upon the 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 of 1986, as now enacted or hereafter amended, or shall be distributed to the federal government or to a state or local government for a public purpose.

Signed March 8, 1996, by: Dorothy Anway, Jack Ezell, Sally Gibson, Alden Lind, Jean Longenecker and Kathryn McKenzie. This condensed version reflects amendments made to Article VII at the annual meeting held October 29, 1997, which changed the number of membership classes from three to six. Prepared 1/18/99; a version with slightly different formatting was prepared earlier the same day, for distribution at the 1/27/99 annual meeting.