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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 Suite 1747, 825 Nicollet On The Mall, Minneapolis, Minnesota 55402.

 

ARTICLE VII

 

Incorporators

          The names and addresses of the incorporators of the American Board of Electroencephalography are:

          Robert P. Jeub, M.D.                                  Medical Arts Building

                                                                             Minneapolis, Minnesota

 

          Andrew J. Leemhure, M.D.                        Medical Arts Building

                                                                             Minneapolis, Minnesota

 

          V. Richard Zarling, M.D.                            825 South 8th Street

                                                                             Chicago, Illinois

 

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

                                                                   Tequesta, Florida 33458

 

          John S. Garvin, M.D.                        310 So. Michigan Avenue

                                                                   Chicago, Illinois 60604

 

          Frederick A. Gibbs, M.D.                 720 North Michigan Avenue

                                                                   Chicago, Illinois 60611

 

          Thomas J. Holbrook, M.D.               1214 W. Virginia Bldg.

                                                                   Huntington, W. Virginia 25701

 

          Robert P. Jeub, M.D.                        1747 Medical Arts Building

                                                                   Minneapolis, Minnesota

 

          John F. Kendrick, M.D.                    Medical Arts Building

                                                                   2nd & Franklin Streets

                                                                   Richmond, Virginia 23219

 

          Francis J. Millen, M.D.                     208 E. Wisconsin Avenue

                                                                   Milwaukee, Wisconsin 53200

 

          Herbert A. Schubert, M.D.                Veterans Administration Center

                                                                   Temple, Texas 76501

 

         

          Wayland A. Stephenson, M.D.         Sansum Clinic

                                                                   P. O. Drawer LL

                                                                   Santa Barbara, Calif. 93102

 

          Martin L. Towler, M.D.                    200 University Blvd.

                                                                   Suite 620

                                                                   Galveston, Texas 77550

 

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.

         

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