ARTICLES OF INCORPORATION
UPPER MIDWEST ASSOCIATION OF
AND ADMISSIONS OFFICERS (UMACRAO)
TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:
The undersigned, acting as Incorporator of a corporation under Chapter 504A of the Iowa Code, 2001, adopts the following, Articles of Incorporation for such corporation:
The name of the Corporation is: Upper Midwest Association of Collegiate Registrars and Admissions Officers (UMACRAO).
The period of its duration shall be perpetual.
The objectives of the corporation shall be to foster a conducive environment for cordial relations among the registrars and admissions officers, to provide opportunity for exchange of information and ideas on problems of common uniformity in administrative practices, and to strive for the advancement of education. The corporation is further organized to transact any and all lawful business for which corporations of this type are allowed to transact pursuant to Chapter 504A of the Iowa Code.
The Corporation is not organized for profit. No part of the net earnings of the Corporation shall inure to the benefit of any director or officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes); and no director or officer of the Corporation, or any private individual, shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation.
The address of its initial Registered Office in the State of Iowa is: 801 Grand Avenue, Suite 3500, Des Moines, Iowa 50309-2719 in Polk County; and the name of its initial Registered Agent at such address is RUSH NIGUT.
The number of Directors constituting the original Board of Directors of the Corporation is five (5); and the name and address of the persons who are to serve as the initial Directors are as follows:
Laura Doering, Iowa State University, 10 Alumni Hall, Ames, IA 50011
Sue VanVoorhis, University of Minnesota-TC, 231 Pillsbury Drive SE, Minneapolis, MN 55455
Pat Wynn, University of Iowa, 107 Calvin Hall, Iowa City, IA 52242
David Gjerde, Minnesota State University, Mankato, 132 Wigley Admin. Cir. Mankato, MN 56001
Phil Coltart, Southwest State University, 1501 State Street, Marshall, MN 56258
The election of directors constituting the Board of Directors shall be as set forth in or pursuant to the Bylaws of the Corporation. Any director or the entire Board of Directors may be removed in the manner provided by the Bylaws of the Corporation. Vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled only in the manner provided by the Bylaws of the Corporation.
This Corporation shall have members. The members shall have all rights specified in these Articles of Incorporation and in the Bylaws, which shall include the right to appoint or remove directors, to approve any amendment of the Articles or Bylaws of the Corporation, to approve any dissolution, consolidation, or merger of the Corporation, and to approve the incorporation of corporations affiliated with the Corporation. In addition, the members shall have the right to designate additional members of the Corporation. Upon their resignation, dissolution, insolvency or liquidation of all members, this Corporation shall immediately become a not for profit corporation without members and all duties and authority of the members shall be placed in the Board of Directors.
The name and address of the Incorporator is:
Iowa State University
10 Alumni Hall
Ames, IA 50011-2011
NONLIABILITY / INDEMNIFICATION
A director or officer of the Corporation shall not be personally liable to the Corporation or its members for monetary damages for any action taken, or any failure to take any action, as director or officer, except an intentional infliction of harm on the corporation or the members or an intentional violation of criminal law.
Except for any prohibition against indemnification specifically set forth in these Articles or in Chapter 504A, Code of Iowa, at the time indemnification is sought, this Corporation shall indemnify any person who is or was a director, officer, employee, member or volunteer of this Corporation, to the fullest extent possible, against expenses, including attorneys fees, judgments, fines, settlements and other reasonable expenses, actually incurred by any such person relating to his or her conduct as a director, officer, employee, member or volunteer of this Corporation, except that the mandatory indemnification required by this section shall not apply to an intentional infliction of harm on the corporation or the members or an intentional violation of criminal law. The foregoing right of indemnification shall also inure to the benefit of any such indemnified person’s heirs, executors, personal representatives and administrators.
The Corporation shall have no corporate seal.
Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, distribute all of the assets of the Corporation to such entities selected by the Board of Directors keeping in mind the non-profit nature of the Corporation.
An amendment to these Articles of Incorporation may be adopted at an annual meeting of the Corporation if it receives a two-thirds (2/3) vote of the active members present, provided that the proposal for revision has been announced to the membership at least thirty days prior to the annual meeting in accordance with the Bylaws of the Corporation.
Dated this _____ day of _____________, 2003.
Upper Midwest Association of Collegiate Registrars and Admissions Officers (UMACRAO)
By_________________________________ Laura Doering
STATE OF IOWA ) )SS: COUNTY OF POLK )
On this _____ day of _____________ 2003, before me, the undersigned, a Notary Public in and for said State, personally appeared Laura Doering, who, being by me duly sworn, did say that she is the Incorporator of the Upper Midwest Association of Collegiate Registrars and Admissions Officers, executing the within and foregoing instrument; that no seal has been procured by the corporation; that the instrument was signed on behalf of the corporation; and , acknowledged the execution of the instrument to be the voluntary act and deed of the corporation, by it and by her voluntarily executed.
___________________________________ NOTARY PUBLIC IN AND FOR THE STATE OF IOWA