Articles of Incorporation
THIS DOCUMENT HAS BEEN RETYPED FOR LEGIBILITY, NO CONTENT HAS BEEN
CHANGED
ARTICLES OF INCORPORATION
OF
AMERICAN BOARD OF
ELECTROENCEPHALOGRAPHY
a Non-profit Corporation
We, the
undersigned hereby associate ourselves as a corporate body for the purpose of
forming a non-profit corporation under Chapter 317 of the Minnesota Statutes
and adopting these Articles of Incorporation.
ARTICLE I
Name
The name of
this corporation shall be AMERICAN BOARD OF ELECTROENCEPHALOGRAPHY
ARTICLE II
Purpose and Authority
A.
It
is the purpose of this corporation:
1.
To advance,
promote and develop the aims, interests and ideals of the American Board of
Electroencephalography.
2.
To advance and
promote the availability of high quality health care in the area of
Electroencephalography, either alone or in conjunction either individuals,
doctors and professional corporations, hospitals, schools and universities, or
in conjunction with the agency of other corporations, organizations,
foundations, funds, institutions or governmental bodies.
3.
To establish,
create and monitor uniform examinations that may be given to persons studying
Electroencephalography in order to determine, establish and monitor standards
of competence required for professional responsibility and public service.
4.
To establish,
create, monitor and recommend standards of minimum competence required in the
area of Electroencephalography for Board certification of individual
practitioners.
5.
To educate
physicians, students and other health care professionals and employees in the
effective and efficient delivery of Electroencephalography, and to identify new
roles and models for professional and non-professional health care: personnel
and delivery systems which can be taught and replicated.
6.
To promote and
develop desirable candidates with interests in the area of
Electroencephalography and related medical specialties in applying for
membership to the American Board of Electroencephalography.
7.
To advance and
promote by research and education or otherwise a continued improvement in
methods and equipment used in connection with Electroencephalography and to
establish and promote a high degree of quality and maintenance of such
equipment.
8.
To disseminate to
the members of the American Board of Electroencephalography from time to time
any suggestions, comments or ideas which may be of value to the furtherance of
a high quality of practice in the area of Electroencephalography and to
encourage members as well as other persons knowledgeable in the field to submit
suggestions, ideas and techniques that may be of value to the continued
improvement of the science.
9.
To do any of the
aforementioned subject to the provisions of Section C of this Article II either
directly or indirectly by providing donations, gifts, grants, contributions,
loans, guarantees or subsidies from the net income of the principal assets of
this corporation including donations, gifts, contributions for loans to or for
the use or benefit of other corporations, organizations, foundations, funds,
institutions or governmental bodies.
B.
This
corporation shall have the authority in addition to and not by way of
limitation of any authority conferred upon it by law subject to the provisions
of Section C of this Article II:
1.
To acquire by way of gift, devise, bequest,
purchase or otherwise, or to lease or construct or cause to be constructed,
facilities for maintaining and carrying out the work and activities of this
corporation either alone or in conjunction with others, and to own, hold,
improve, lease, mortgage, pledge, sell assign, transfer, convey, manage or
otherwise deal in and with the exercise of all rights of ownership in or in
respect of every kind of real estate, improved or unimproved, and to procure
buildings, structures or other improvements on any such real estate as may be
necessary or convenient for carrying out any lawful purpose of this
corporation.
2.
To acquire, by
way of gift, devise, bequest, purchase or otherwise, and to hold, sell, assign,
transfer, mortgage, pledge, or otherwise dispose of personal property of every
kind, including shares, stocks, bonds, debentures, securities, and other
obligations or evidence of indebtedness of any other corporation, domestic or foreign,
as investments or otherwise, where it is necessary or proper for, or in
connection with any lawful purpose of this corporation and while the owner
thereof, to exercise all rights, powers and privileges of ownership, including
the power to vote thereon.
3.
To take, resolve,
and hold any real or personal property that is give, conveyed, bequeathed or
devised to, or otherwise vested in the corporation, including the income there from,
or both, and any income from or interest on any other money, property or fund
that is given or bequeathed to the corporation, in trust for any purpose,
subject to any use or condition, or upon any special or executory limitation
that is consistent with the purposes of this corporation as set forth in these
Articles.
4.
To prepare for
publication, publish or cause to be published, produce, manufacture,
distribute, disseminate, exhibit, show or furnish for exhibition or showing,
sponsor, or otherwise promote or develop, directly or indirectly, such books,
pictures, magazines, papers, pamphlets, and other printed matter and such
lectures, performances, exhibitions, motion pictures, radio programs,
television programs, and the like as may be necessary suitable, or convenient
for carrying out the lawful purpose of this corporation.
5.
To borrow money
and incur indebtedness for any lawful purpose of this corporation from time to
time without limit as to amount, and in connection therewith, to draw, make,
accept, endorse, execute and issue notes, drafts bills of exchange, bonds,
debentures, and other negotiable or non-negotiable instruments or evidences of
indebtedness of any nature, and to secure payment thereof, and any interest
thereon, by mortgage, pledge, deed of trust, assignment, or otherwise on or of
any part or all of the assets of this corporation, including assets thereafter
to be acquired.
6.
To do all other
acts and things and carry on and conduct all other activities necessary,
suitable, convenient, useful, or expedient in connection with or incidental to
the accomplishment of, any of the purposes set forth in Section A of this
Article II to the full extent permitted by law of the State of Minnesota.
7.
To pursue its
purposes and conduct and carry on any and all lawful business or activities in
connection therewith or incidental thereto, or any part thereof, in the State
of Minnesota, in any other state or territory, or possession of the United
States, in the District of Columbia, and in any foreign country of countries,
except that if any donor or contributor shall so specify, his or its gift or
contribution shall be used by the corporation only within the United States or
its possessions, or within any other territorial limits specified by that donor
or contributor.
C.
Not
withstanding any other provisions of these Articles of Incorporation, all of
the work of the corporation shall be carried on and all funds of the corporation,
whether income or principal and whether acquired by gift or contribution or
otherwise, shall be used and applied exclusively for charitable, scientific,
literary, testing for public safety, or educational purposes, and in such
manner that no part of the net earnings of the corporation will in any event
inure to the benefit of any member, officer, director of the corporation or any
other corporation, organization, foundation, fund or institution, or any other
individual, except that reasonable and just compensation may be paid for
services rendered to or for the corporation in furtherance of one or more of
its purposes without regard to whether such person rendering service is a
director or officer of this corporation, and except that individuals who are
not members of this corporation may benefit from grants, scholarships,
fellowships, and similar payments or contributions made for charitable,
scientific, literary, testing for public safety, or educational purposes, in
furtherance of the objects and purposes of this corporation. This corporation
shall not engage, otherwise than as an insubstantial part of its total
activities, in activities, in activities that in themselves are not in
furtherance of one or more of the exempt purposes specified in Section 501(c)
(3) of the Internal Revenue Code of 1954, as that section now exists and as it
hereafter may be amended. No part of the principal assets or net income of this
corporation shall in any event be paid or contributed to any other corporation,
organization, foundation, fund, institution or governmental body, if any
substantial part of their activities consist of carrying on propaganda or
otherwise for public office. No member, director, or officer of this
corporation or other private individual shall be entitled to share in the
distribution of any of the corporate assets on liquidation, dissolution or
winding up on this corporation: and this corporation itself shall not in any
way, directly or indirectly, carry on propaganda or otherwise attempt to influence
legislation, or participate or intervene in any political campaign on behalf of
any candidate for public office.
ARTICLE III
No Pecuniary Gain to Members
The
corporation shall afford no pecuniary gain, incidental otherwise, to its
members. All of its income shall be devoted to the furtherance of its purposes
on a non-profit basis. No member, officer or director of the corporation or any
donor to the corporation either upon the dissolution of the corporation or in
any other event, shall at any time be considered to be the owner or to be
entitled to any of the asset funds, proceeds or property of this corporation,
all of which shall be exclusively and perpetually devoted to the purposes set
forth in these Articles. The corporation shall have no capital stock or
shareholders. The provisions of these Articles shall not, however, prevent the
payment by the corporation, including reasonable and just compensation for
services rendered in the furtherance of the purposes of this corporation.
ARTICLE IV
Duration
The duration
of this corporation shall be perpetual.
ARTICLE V
Distribution of Assets on Liquidation
or Dissolution
In the event
of the liquidation, dissolution, or winding up of this corporation, whether
voluntary, involuntary or by operation of law, any assets remaining after
payment of its obligations shall be distributed to the successor of the
corporation, if there be one, and if not, to such other non-profit
organizations as have purposes and functions similar to those of this corporation, and which may
be designated by the last Board of Directors of this corporation, providing,
however that all distributions are made in accordance with Article II,
Paragraph C of these Articles, and that no distribution is made that is not in
accordance with one or more of the exempt purposes specified in Section 501(c)
(3) of the Internal Revenue Code of 1954 as that Section now exists and as it
hereafter may be amended.
ARTICLE VI
Registered Office
The registered
office of this corporation shall be located at
ARTICLE VII
Incorporators
The names and
addresses of the incorporators of the American Board of Electroencephalography
are:
Robert P. Jeub, M.D.
Andrew J. Leemhure, M.D.
V. Richard Zarling, M.D. 825 South 8th
Street
ARTICLE VIII
Directors
The management
of the corporation shall be vested in the Board of Directors. The number of
Directors shall be fixed by the By-Laws of the corporation and may be altered
by amending the By-Laws, but shall never be fewer than three (3). The terms of
office of the directors, other than the members of the first Board of
Directors, shall be fixed by the By-Laws of the corporation and may be altered
by amending the By-Laws. The number of directors constituting the first Board
of Directors shall be.
The following
persons constitute the first Board of Directors, each of whom shall continue in
office until the first meeting of the members or until his successor is elected
and qualified or until he is removed as provided by law or in the By-Laws.
William H. Everts, M.D. 308 Tequesta Drive
John S. Garvin, M.D. 310 So.
Frederick A. Gibbs, M.D. 720 North
Thomas J. Holbrook, M.D. 1214 W.
Robert P. Jeub, M.D. 1747
John F. Kendrick, M.D.
2nd
&
Francis J. Millen, M.D. 208 E.
Herbert A. Schubert, M.D.
Wayland A. Stephenson, M.D. Sansum Clinic
P.
O. Drawer LL
Martin L. Towler, M.D. 200 University Blvd.
ARTICLE
IX
Membership
The
conditions, terms and qualifications for membership in this corporation shall
be set out and provided for in the By-Laws.
ARTICLE X
No
Personal Liability
Members
of this corporation shall have no personal liability for corporate obligations.
ARTICLE XI
No
Capital Stock
This
corporation shall have no capital stock.
ARTICLE XII
Amendment
of the Articles of Incorporation
These
Articles may be amended in any manner now or hereafter prescribed by law,
except that two-thirds (2/3) vote of the entire Board of Directors shall be
required for the adoption of any amendment by the Board of Directors, either
pursuant to authorization of the members or otherwise.
