ARTICLES OF INCORPORATION
OF
SOUTHWESTERN COLORADO DATA CENTER, INC.
A Nonprofit Corporation
I, the undersigned natural person, being more than eighteen (18) years of age, hereby establish a nonprofit corporation pursuant to Title 7, Articles 20 to 29, C.R.S., and adopt the following Articles of Incorporation
ARTICLE I
NAME AND LOCATION
The name of the corporation shall be the SOUTHWESTERN COLORADO DATA CENTER, INC., hereinafter referred to as "Corporation".
ARTICLE II
DURATION
The period of duration of this nonprofit corporation shall be perpetual.
ARTICLE III
PURPOSE CLAUSE
This Corporation is organized solely and exclusively for the educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954. The corporation is premised on the following:
1.All communities balance competing demands in addressing their futures. Southwestern Colorado and its various communities are no exception. Economic activity is a matter of survival. Protection of public welfare and the environment is a matter of quality of life which also impacts economic growth.
2.In order for communities in Southwestern Colorado to achieve an appropriate balance of competing demands, there is a need to assemble, develop, correlate and place into a usable form accurate, timely and impartial data, information and analysis concerning the communities their economies, their infrastructures, their populations and capacities to house those populations, their natural physical features and resources, and their wildlife.
3.The Cooperation's efforts shall concentrate on assembling, developing, correlating and placing into usable form such data, information and analysis for Ouray County. The Ouray County Master Plan, adopted by Resolution of the County Planning Commission on November 26, 1985, sets out the current County framework for establishing a balance between economic development and environmental preservation. It states:
The overall development goal of Ouray County is to allow the gradual, long-term population and economic growth of Ouray County in a manner that does not harm the County's irreplaceable scenic beauty, wildlife, air and water resources, and other environmental qualities in a way that will not burden the County's citizens or its government.
1.The establishment of this Corporation is a policy neutral act. It in no way implies the Ouray County Master Plan and Land Use Code do not serve the County well. It reflects, however, the need for a policy neutral source of more precise data, information and analysis to assess (a) implementation of the Master Plan and Code before any major changes are made and (b) the benefits and costs of balancing economic development and environmental preservation.
With these premises in mind, the purposes of the Corporation shall include:
1.Development and institutionalization of a continuing cost effective, policy neutral system of data, information and analysis concerning Ouray County (including a Geographic Information System (GIS) incorporating cartographic features, parcels and buildings, and statistics and trend line data).
2.Making the products of such a system (including a hard copy map of the County and a booklet of trends and statistics, updated at least annually) available to Ouray County, entities within the County, and the general public, on a basis of no more than full cost recovery sufficient to sustain the operations of the Corporation (as determined by the Corporation's Board of Directors).
3.Undertaking projects, which build on the initial mapping, statistics and trend line data, as the Corporation's Board of Directors shall determine.
4.Development and institutionalization, where appropriate, of similar systems in other areas of Southwestern Colorado, as determined by the Corporation's Board of Directors.
ARTICLE IV
POWERS
1.No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, trustees, officer, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III hereof.
2.No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf or in opposition to any candidate for public office.
3.Notwithstanding any other provision of these Articles, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation.
4.Subject to the limitations set out in Sections (1), (2) and (3) of this Article, in furtherance of the purposes set out in Article III, the Corporation shall have and may exercise all of the rights, powers and privileges now or hereafter conferred upon nonprofit corporations organized under the laws of the State of Colorado.
ARTICLE V
NON-STOCK CORPORATION
This corporation shall be non-stock, and no dividends or pecuniary profits shall be declared or paid to the members thereof
ARTICLE VI
DIRECTORS
The number of directors constituting the initial board of directors of the corporation is eight. These persons shall serve until the organizational meeting of the corporation at which time an election of directors shall be held. The Board of Directors may be expanded to include additional persons, the number, manner of appointment and the terms to be as set forth in the Bylaws of the Corporation.
ARTICLE VII
APPOINTMENT OF OFFICERS
The officers shall be appointed, annually, for a term of one year, by the board of directors
ARTICLE VIII
MEMBERSHIP
The bylaws of the corporation may provide for one or more classes of membership, which membership shall be upon those terms and conditions set forth in the bylaws. The private property of the members of the corporation shall not be liable for its corporate debts.
ARTICLE IX
LIQUIDATION
Upon dissolution of the corporation, after paying or making provisions for the payment of all of the liabilities of the corporation, all assets of the corporation shall be turned over to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes, as shall, at the time, qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law), as the board of directors shall determine. Any such assets not so disposed of shall be disposed of by the District Court for the County of Ouray and State of Colorado, exclusively for such purposes or to such organization or organizations, as such court shall determine which are organized and operated exclusively for such purposes.
ARTICLE X
INITIAL REGISTERED OFFICE AND AGENT
(Available on request).
ARTICLE XI
AMENDMENTS
These articles may be amended in the manner provided by statute at the time of amendment.
ARTICLE XII
INCORPORATORS
(Available on request).
|
