ARTICLES OF INCORPORATION
OF
GUAM DRAGON BOAT FEDERATION, INC.
The undersigned acting as directors of non-profit, non-stock Corporation, hereby adopt the following Articles of Incorporation for such corporation:
ARTICLE ONE
CORPORATE NAME
1.01. The name of the corporation (the "Corporation") shall be: GUAM DRAGON BOAT FEDERATION INC.
ARTICLE TWO
PRINCIPAL OFFICE
2.01. The place of the principal office of the Corporation shall be in the district of Tamuning, municipality of Tamuning, Guam, and there may be such subordinate or branch offices in such place or places within or without Guam as may be deemed necessary or requisite by the board of directors to transact the business of the Corporation, such branch or subordinate offices to be in charge of such person or persons as may be selected by the board of directors.
ARTICLE THREE
PURPOSES AND POWERS
3.01. The purpose for which this Corporation is formed are
3.01.01. Primary purpose. To conduct and carry on the work of the Corporation not for profit but to foster Island-wide and international sports competitions. The Corporation is not formed for pecuniary or financial gain, and not part of the assets, income or profit of the Corporation is distributable or inures to the benefit of any officer, director, or other individual having a personal or private interest in the activities of the corporation, or to any person or organization other than an organization which is exempt from federal income taxation under Section 501(a) and 501(3) of the Internal Revenue Code of 1986, as it now exists or as hereafter amended. No substantial part of the activities of this corporation shall be devoted to attempting to influence legislation by propaganda or otherwise, and the corporation shall not participate in, or intervene in (including the publication or distribution of statements with respect to) any political campaign on behalf of or in opposition to any candidate for public office.
3.01.02. General purposes. The general purposes of the Corporation are:
3.01.02.01 Promotion of dragon boat race competitions. To disseminate among the people of Guam an interest in dragon boat competitions and a sporting spirit; to organize dragon boat competitions, to work with private or governmental bodies concerning the promotion of a sound dragon boat policy in Guam; to safeguard the Corporation's absolute autonomy and to resist all pressures whether of a political, religious, or economic nature; and to urge Guam's government of the advisability of providing adequate dragon boat race areas and facilities throughout Guam; and to those ends, the Corporation shall:
3.01.02.01.01. Organize and support races. Encourage the development of high performance dragon boat race competitions by organizing and conducting races of all kinds and types;
3.01.02.01.02. Training administrators. Help in the training of racing administrators by organizing races and training courses;
3.01.02.01.03. Non-discrimination and non-violence. Commit itself to taking action against any form of discrimination and violence in sport, and against the use of substances and procedures prohibited by the international dragon boat race federation or by law.
3.01.02.02. Charitable work. Subject to the provisions of §3.01.01, to undertake, promote, develop and carry on island-wide, regional, continental, national or international racing competitions; to emphasize developmental racing programs that maximize the number of participants, and without limiting the generality of the foregoing, in the absolute discretion of the board of directors, to make donations, gifts, contributions and loans out of its annual net income or assets, or both, (without limit as to the amount going to any one recipient, or, in the aggregate, to all recipients), to or for the use of any and all corporations, organizations, foundations, institutions, the United States, any state, territory, or political subdivision thereof, the District of Columbia, the Commonwealth of the Northern Mariana Islands, the Federated States of Micronesia, the Republic of Belau, the Republic of the Marshal Islands, governmental bodies, individuals, or projects for such sports competitions, for better athletic working conditions and facilities, for the advancement of dragon boat race knowledge and learning, and for providing facilities for public recreation; provided however, that (i) such organizations to which donations may be made shall be organized and operated for recreational or educations purposes, or for the prevention of cruelty to children or animals; (ii) transfers of property to such organization shall to the extend then permitted under the statutes of Guam and the United States, be exempt from gift, succession, inheritance, estate, or death taxes (by whatever name called) imposed by Guam or the United States; and (iii) such organizations shall to the extent then permitted under statutes of Guam and the United States, be exempt from income taxes imposed by Guam or the United States.
3.01.02.03. Accept Donations. In the event that any member, or any non-member (whether an individual, firm, corporation or other organization) by last will and testament, deed or other writing, shall give the Corporation funds, securities, or other properties, and therein shall designate one or more purposes (within the scope of the general purposes stated in §§3.01.01 and 3.01.02 of this Article Three), to which the whole or a portion of the principal or income or both, of such gift, is to be applied by the Corporation, or shall give certain directions regarding the time, manner, amounts and conditions of the application or disposition of such gift or of the principal or income thereof, by the Corporation, or otherwise shall curtail, as respects such gift only, the powers, authority, or discretion which, as regards the corporate property generally, are granted and vested in the board of directors shall have the power to accept such gift strictly in accordance with the provisions of such last will and testament, deed, or other writing. In no event and under no circumstance, however, shall the board of directors accept any such gift or undertake the administration or distribution thereof, if the limited purpose or purposes to which the principal or income or both, is to be applied and distributed, shall not be within the scope of the general purposes stated in §§3.01.01 and 3.01.02 of this Article Three.
3.01.02.04. Doing all things necessary and proper. To do everything necessary, proper, advisable, or convenient for the accomplishment of any of the purposes, or the attainment of any of the objects, or the furtherance of any of the powers herein set forth, either alone or in association with others, and incidental or inconsistent with the laws of Guam.
3.02. Powers. In furtherance of the foregoing purposes, the Corporation shall also have the following powers, that is to say:
3.02.01. Accept gifts. To solicit, apply for, receive, hold and disburse grants, gifts, bequests, endowments, and other funds; to employ such staff and contract for the services of such other personnel as may be necessary; to purchase, lease, acquire or provide for such facilities, materials and equipment as are necessary and appropriate.
3.02.02. Corporate succession. To have succession by its corporate name.
3.02.03. Suits. To sue and be sued in court
3.02.04. Seal. To adopt and use a corporate seal, and alter the same at its pleasure.
3.02.05. Agents. To appoint any such subordinate officers and agents as the purposes of the Corporation shall require.
3.02.06. Bylaws. To make and adopt and from time to time amend or repeal bylaws not inconsistent with any law for the management of its operations and properties, the election and removal of its officers, the appointment of its members, the regulations of its affairs and for all other purposes permitted by law.
3.02.07. Real and personal property. To buy, take leases of, foreclose or repossess or otherwise acquire, hold, own, use, improve, develop, cultivate, grant, bargain, sell, convey, lease, exchange, mortgage, transfer or otherwise dispose of, and in every manner deal in and with real or personal property and any and all interest and rights and privileges therein, as the purposes of the Corporation may require.
3.02.08. Borrow money. To borrow money or otherwise incur indebtedness, with or without security and to secure any indebtedness by deed of trust, mortgage, pledge, hypothecation or other lien upon all or any part of the real or personal property of the Corporation and to execute bonds, promissory notes, bills of exchange, debentures, and other obligations or evidence of indebtedness of all kinds, whether secures or unsecured.
3.02.09. Issue notes. To draw, make, accept, endorse, assign, discount, execute and issue all such bills of exchange, bills of lading, promissory notes, and other instruments to be assignable, negotiable or transferable by delivery or to order, or otherwise, as the purposes of the Corporation shall require.
3.02.10. Contracts. To make and perform contracts in furtherance of the purposes of the Corporation.
3.02.11. Act as trustee. To act as trustee under any trust incidental to the principal objects of the Corporation, and receive, hold, administer, and expend funds and property subject to such trust.
3.02.12. Operate within or without Guam. To qualify to carry on its nonprofit activities in any other territory, state, dependency, or foreign country, including, without limitation, the Commonwealth of the Northern Mariana Islands, the Unites States Trust Territory of the Pacific Islands, the Republic of Belau, the Federated States of Micronesia, and the Republic of the Marshal Islands, and to conduct its nonprofit activities within or without Guam.
3.02.13. Other acts. To do all other acts necessary or expedient for the administration of its affairs and the attainment of its purposes.
3.02.14. Other purposes. To have and exercise all the rights and powers conferred on nonprofit corporations under the General Corporation Law of Guam, as such law is now in effect or may at any time hereafter be amended.
3.02.15. Exclusively charitable. To operate exclusively for public health, safety, educational, scientific or charitable purposes, including for such purposes, the making of distributions to corporations, trusts, community chests, funds or foundations that qualify as exempt organizations under Section 501(c)(3) of the Code (or the corresponding provisions of any future Internal Revenue law applicable to Guam).
3.03. Construction of purposes and powers. The purposes specified herein shall be construed both as purposes and powers and shall be in no ways limited or restricted by reference to, or inference from, the terms of any other clause in this or any other article, but the purposed and powers specified in each of the clauses herein shall be regarded as independent purposes and powers, and the enumeration of specific purposes and powers shall not be construed to limit or restrict in any manner the meaning of general terms or of the general powers of the Corporation; nor shall the expression of one thing be deemed to exclude another, although it be of like nature not expressed.
3.04. Limitation. Notwithstanding any of the statements of purposes and powers set out in this Article Three, this Corporation shall not, except to any insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of the Corporation as set out in §3.01.
ARTICLE FOUR
ORGANIZATION
4.01 Nonprofit. The Corporation is organized pursuant to the General Corporation Law of Guam and does not contemplate pecuniary gain or profit to the members thereof and it is organized for nonprofit purposes.
ARTICLE FIVE
OFFICERS AND DIRECTORS
5.01. Officers. The officers of the Corporation shall be a president, vice president, a secretary and a treasurer. The Corporation may have such additional officers as may be determined in accordance with the bylaws from time to time. The officers shall have the powers, perform the duties and be appointed as may be determined in accordance with the bylaws. Any person may hold two (2) or more offices of the Corporation, if provided by the bylaws, except those of president and secretary.
5.02. Board of Directors. The board of directors shall consist of such number of persons, not less than three (3) nor more than fifteen (15), as shall be determined in accordance with the bylaws from time to time. The board of directors may hereinafter be referred to as the "Board".
5.03. Qualifications and election. The directors shall be elected or appointed in a manner provided by the bylaws.
5.04. Vacancies. Any vacancy among the officers or the members of the Board shall be filled by the Board for the unexpired term thereof.
5.05. Directors. The persons who are the directors of the Corporation and their residences and address are registered with the Department of Revenue & Taxation.
5.06. Powers of directors. All the powers and authority of the Corporation shall be vested in and may be exercised by the Board, except as otherwise provide by law, or in these articles of incorporation or in the Corporation's bylaws, and, in furtherance and not in limitation of said general powers, the Board shall have power to (i) Acquire and dispose of the Corporation's property; (ii) appoint such officers or agents of the Corporation as in its judgment the Corporation may require, and to confer upon and to delegate to them, by power of attorney or otherwise, such power and authority as it shall determine; (iii) fix the salaries or compensation of any or all of its officers, agents and employees, and in its discretion, require security of any of them for the faithful performance of any of their duties; (iv) make rules and regulations not inconsistent with law or these articles of incorporation or the bylaws for the transaction of business; (v) incur such indebtedness as may be deemed necessary; (vi) create such committees (including, but not limited to, an executive committee composed of the officers of the Corporation) and to designate and to confer upon such committees such powers and authority as may be resolution be set forth for the purpose of carrying on or exercising any of the powers of the Corporation' (vii) create and set aside reserve funds for any purpose; (viii) invest any funds of the Corporation in such securities or other property as to it may seem proper; (ix) remove or suspend any officer; and (x) generally, do any and every lawful act necessary or proper to carry out and into effect the powers and purposes of this Corporation.
5.07. Conflicts of Interest. A director of the Corporation shall not, in the absence of fraud, be disqualified by his office from dealing or contracting with the Corporation either as a vendor, purchases or otherwise, nor, in the absence of fraud, shall any transaction or contract of the Corporation be void or voidable or affected by reason of the fact that any director, or any firm of which any director is a member, or any corporation which any director is an officer, director or stockholder, is in any way interested in such transaction or contract; provided that at the meeting of the Board or of a committee thereof having authority in the premises, authorizing or confirming said contract or transaction, the existence of an interest of such director, firm or corporation is disclosed or is known and there shall be present a quorum of the Board or of the persons constituting such committee, and such contract or transaction shall be approved by a majority of such quorum, which majority may include the director so interested or connected. A general notice spread upon minutes of a meeting of the Board or of any committede thereof that a director is a director, member, officer or stockholder of any firm or corporation, and is to be regarded as interested in any subsequent transaction with such firm or corporation, shall be sufficient disclosure under the foregoing provision, and after such general notice it shall not be necessary to give any special notice relating to any particular transaction with such firm or corporation. Nor shall any director, nor any officer, director or stockholder, be liable to account to the Corporation for any profit realized from or through any transaction or contract of the Corporation authorized, confirmed or approved as aforesaid by reason of the fact that such director or any firm of which he is a member or any corporation of which he is a stockholder, director or officer, was interested in such transaction or contract. Directors so interested may be counted when present at meetings of the Board or of such committee for the purpose of determining the existence of a quorum. Any contract, transaction or act of the Corporation or of the Board or of any committee thereof (whether or not authorized, confirmed, or approved as hereinbefore provided) which shall be ratified by a majority of the members entitled to vote, at any annual meeting, or any special meeting called for such purpose, shall be as valid and as binding as though ratified by every member of the Corporation. Any director of the Corporation may be counted in determining the existence of a quorum at a meeting to consider any contract or transaction between the Corporation, and any subsidiary, parent or other affiliated corporation of which he is also a director or officer and may vote upon any such contract or transaction, which shall not be invalid or otherwise affected by reason of his presence or his vote.
5.08. Limitation on powers of directors. The Corporation shall not without the affirmative vote of a majority of the members at a members meeting called for the purpose of authorizing such action, or the written consent with or without a meeting of at least majority of the then members:
5.08.01. Amendment, etc, of articles. Amend, alter or repeal any of the provisions of these articles of incorporation;
5.08.02. Sale of assets. Sell or otherwise dispose of substantially all of the Corporation's assets;
5.08.03. Dissolution. Dissolve or liquidate the Corporation.
5.09. Action by consent of Board without meeting. Any action required or permitted to be taken by the Board under any provision of law may be taken without a meeting, if all its members shall individually or collectively consent in writing to such action. Such written consent or consents shall have the same force and effect as the unanimous vote of such directors. Any certificates or other document filed under any provision of law which relates to action so taken shall state that the action was taken by the unanimous written consent of the Board without a meeting and that the articles of incorporation authorize the directors to so act, and such statement shall be prima facie evident of such authority.
5.10. Election, tenure, compensation, etc., of directors. The manner in which directors shall be chosen and removed from office, their qualifications, powers, duties, compensation, and tenure of office, the manner of filling vacancies on the Board, and the manner of calling and holding meetings of directors, shall be as stated in the bylaws.
5.11. Non-liability of directors. Directors shall not be personally liable for the debts, liabilities, or obligations of the Corporation.
ARTICLE SIX
SUCCESSION
6.01. Fifty-year term. The Corporation shall have succession by its corporate name for the term of fifty (50) years, and as thereafter extended in the manner provided by law, and shall have all the powers herein enumerated or implied here from and the powers now provided or which may be hereafter provided by law for incorporated companies; subject to the restrictions set out in §§3.01 and 3.02 and in Articles Eight and Nine.
ARTICLE SEVEN
SERVICE OF PROCESS
7.01 Legal service. Services of legal process may be made upon the Corporation in the manner provided by law.
ARTICLE EIGHT
DEDICATION AND DISSOLUTION
8.01. No distribution. This Corporation is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits or dividends to the members thereof and is organized solely for nonprofit purposes.
8.02. Property dedicated. The property of this Corporation is irrevocably dedicated to fostering sports competition, and no part of the net income or assets of this Corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person, except the Corporation is authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set out in Article Three, and no member, director, officer of the Corporation or any private individual shall be entitled to share in the distribution of any of the corporation assets on dissolution of the corporation.
8.03. Assets on distribution. On the dissolution or winding up of the Corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this Corporation, shall be distributed to the Guam National Olympic Committee, or another appropriate not-for-profit organization which shall carry out the original purposes of the Corporation as far as practical.
8.04. Trust assets. If this Corporation holds any assets in trust, on dissolution, such assets shall be disposed of in such manner as may be directed by decree of the Superior Court of Guam, in petition therefore by the Attorney General of Guam or by any person concerned in the liquidation; in a proceeding to with the Attorney General is a party.
ARTICLE NINE
LIMITATION ON CORPORATE ACTIVITIES
9.01 Nonpolitical. None of the activities of this Corporation shall consist of the carrying on of propaganda, or otherwise attempting, to influence legislature, nor shall this Corporation participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.
9.02 Distribution of income and prohibited activities. Notwithstanding any other provision in the articles of incorporation, the Corporation shall be subject to the following limitations and restrictions:
9.02.01 Annual distribution. The Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by §4942 of the Code.
9.02.02 No self-dealing. The Corporation shall not engage in any act of self-dealing as defined in §4941(d) of the Code.
9.02.03 No excess holdings. The Corporation shall not retain any excess business holdings as defined in §4943(c) of the Code.
9.02.04 No improper investments. The Corporation shall not make any investments in such manner as to subject it to tax under §4944 of the Code.
9.02.05 No improper expenditures. The Corporation shall not make any taxable expenditures as defined in §4945(d) of the Code.
9.02.06 Income. Any income derived from the promotion of any charity by this Corporation shall be used exclusively for the further promotion of the purposes of this Corporation or for a charity, which has established its tax-exempt status under §501©93) of the code.
9.02.07 General limitations. Notwithstanding any other provisions of these articles of incorporation, the Corporation shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from the territorial income tax under §501©(3) of the Code (or the corresponding provision of any future Internal Revenue law applicable to Guam) or (ii) by a corporation, contributions to which are deductible under §170© of the Code (or the corresponding provision of any future Internal Revenue law applicable to Guam).
9.03 Stock not authorized. This corporation is not authorized, nor shall it have the power, to issue capital stock.
ARTICLE TEN
AMENDMENT OF ARTICLES
10.01. Amendment. These articles may, except as provided by law imposing more stringent requirements, be amended by resolution of the Board, and by a vote or written assent of two-thirds (2/3rds) or more of the members given either before or after the adoption of the resolution by the Board.
Last Modified on 01/02/2008 19:05