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Articles of Incorporation

4544532 

ARTICLES OF INCORPORATION

of

THE GILBERT & SULLIVAN VERY LIGHT OPERA COMPANY

The undersigned, for the purpose of forming a Corporation pursuant to the provisions of the Minnesota Nonprofit Corporation Act, Minnesota Statutes, Chapter 317, adopt the following Articles of Incorporation.

ARTICLE I

Name

The name of the Corporation shall be THE GILBERT & SULLIVAN VERY LIGHT OPERA COMPANY.

ARTICLE II

Purposes

The Corporation is organized and shall be operated exclusively for the following purposes: to present operas of Gilbert and Sullivan and other entertainments solely for educational, literary and charitable purposes.

The Corporation shall have only such powers as are consistent with foregoing purposes, including power to acquire and receive funds and property of every kind and nature whatsoever, whether by purchase, conveyance, lease, gift, bequest or otherwise, and to own, hold, invest, expend, make gifts and contributions of, and to convey, transfer, and dispose of any funds, property and the income therefrom for the furtherance of the purposes of the Corporation, and to lease, mortgage, encumber, invest and use the same, and such other powers which are consistent with the foregoing purposes and which are afforded to the Corporation by the Minnesota Nonprofit Corporation Act, and any future laws amendatory thereof and supplementary thereto.  Provided, further, that all such powers of the Corporation shall be exercised only so that the Corporation’s operations shall be exclusively within the contemplation of both Section 501 (c) (3) of the Internal Revenue Code, as now enacted or as hereafter amended, and of Sections 290.05, Subdivision (1) (I) and 317.165, Subdivisions 1 and 3, of the Statutes of the State of Minnesota, as not enacted or as hereafter amended.

No part of the property or the income of the Corporation will be used for the purposes of carrying on propaganda or otherwise attempting to influence legislation, and in no event shall the Corporation participate in, or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office.

ARTICLE III

No Member to Profit; Dissolution

The Corporation does not and will not afford pecuniary gain, incidentally or otherwise, to its members.  No part of the property or the income of the Corporation or any other pecuniary gain or profit shall inure to any member of the Corporation except that reasonable compensation may be paid for services rendered to or for the Corporation.

In the event of dissolution of the Corporation all of its assets shall be distributed to a charitable organization selected by the Directors and meeting the qualifications of Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended.

In the event of dissolution, none of the assets shall be transferred to or in any respect whatsoever inure to or for the benefit of any member of the Corporation.  The Corporation shall not lend any of its assets to an Officer, Director, or member of the Corporation nor guarantee to any other person the payment of a loan by an Officer, Director, or member of the Corporation.

ARTICLE IV

Duration

The period of duration of the Corporation shall be perpetual.

ARTICLE V

Registered Office

The registered office of the Corporation in Minnesota shall be located at 4040 IDS Center, Minneapolis, Minnesota 55402.

ARTICLE VI

Incorporation

The names and addresses of the incorporators, each of whom is a natural person of full age are:

                 Name                                     Address

                 Richard M. Fishel, Jr.        1715 West Franklin Avenue, Minneapolis, Minnesota  55405
                 Archibald Spencer              4040 IDS Center, Minneapolis, Minnesota  55402
                 Leonard M. Addington        4040 IDS Center, Minneapolis, Minnesota  55402
 

ARTICLE VII

Directors

The Board of Directors shall consist of from three (3) to fifteen (15) persons.  The members of the Corporation shall all serve as Directors of the Corporation and shall have voting rights only as Directors.  The first Board of Directors shall consist of the following three persons, each of whom shall serve until the first annual meeting of the members. 

                 Name                                     Address 

                 Richard M. Fishel, Jr.        1715 West Franklin Avenue, Minneapolis, Minnesota  55405
                 Warren Loud                     4253 South Sheridan Avenue, Minneapolis, Minnesota  55410
                 James Hart                       711 East 14th Street, Minneapolis, Minnesota  55404
 

ARTICLE VIII

Members and Bylaws

The members of the Corporation shall be those persons who from time to time shall be approved and accepted as members by a majority vote of the Board of Directors.  The Board of Directors shall be authorized to provide standards for qualification and removal of members in the Bylaws of this Corporation.  The Directors of the Corporation may from time to time adopt, amend or revoke the Bylaws for the management of the affairs of the Corporation.  Any such action shall be taken by the vote of two-thirds of the Directors present at a meeting duly called for such purposes.

ARTICLE IX

Capital Stock

The Corporation shall have no capital stock.

ARTICLE X

No Personal Liability

The members, Directors and Officers of this Corporation shall not be personally liable for the obligations of the Corporation.

ARTICLE XI

Amendments to Articles

The Directors of the Corporation may from time to time amend the Articles of Incorporation of the Corporation.  Any such action shall be taken by the vote of two-thirds of the Directors present at a meeting duly called for such purpose.

IN WITNESS WHEREOF, the undersigned incorporators have executed these Articles of Incorporation on the 29th day of January, 1980.

In the presence of:

 Signed by:

            Richard M. Fishel, Jr.  see original copy of signatures and witnesses

            Archibald Spencer

            Leopold Addington