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Museum of Northern Arizona
Articles of Incorporation

AMENDED
ARTICLES OF INCORPORATION
OF
  MUSEUM OF NORTHERN ARIZONA, INC.

September 28, 2002 

ARTICLE I 

     The name of this corporation, formerly the Northern Arizona Society of Science and Art, is the MUSEUM OF NORTHERN ARIZONA. 

ARTICLE II 

The names of its incorporators, all of Flagstaff, Arizona, were as follows:

Dr. Harold S. Colton                          Mary Russell F. Colton

Dr. Grady Gammage                           Mary M. Pollock

Dr. V, M. Slipher                                T. A. Riordan

Dr. C. O. Lampland                            Anna K, Benedict

E. G. Miller                                         P. J, Moran

Del Strong                                          C. B. Wilson 
  

ARTICLE III 

     The principal place of transacting business of this corporation is Flagstaff, Coconino County, Arizona, and it may have such other offices and places of business within or outside the State of Arizona as the Board of Trustees shall establish.  

ARTICLE IV

     This corporation shall have no capital stock.

 ARTICLE V 

     The purpose of the corporation is to increase and diffuse knowledge; to encourage the appreciation of science and art; to maintain in the City of Flagstaff, Arizona, or elsewhere, a museum or museums; to collect and preserve objects of scientific and artistic interest; to protect historic and prehistoric sites, works of art, scenic places and wild life from needless destruction; to provide facilities for research and publication and to offer opportunities for aesthetic enjoyment. 

     This corporation may take and hold by gift, devise, bequest, purchase or lease either absolute or in trust any real or personal property necessary or proper for the purposes for which it is organized. 

     The corporation is organized exclusively for educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). 

     No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to, its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Article Fifth.  No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).  

ARTICLE VI 

     The date time of the commencement of this corporation is March 7,1933, the date its original Articles were filed with the Arizona Corporation Commission, and its existence shall be perpetual. 

ARTICLE VII 

     The affairs of this corporation shall be conducted by a Board of Trustees who shall be elected by the membership at the regular annual meeting of said corporation for such terms as shall be provided in the By-laws.  The number of trustees and the method for filling vacancies on the Board of Trustees shall be designated in the By-laws of the corporation. 

     The annual meeting of the members of said corporation shall be held on the last Tuesday of January of each year, or at such other time as shall be determined by the Board of Trustees. 

     The officers of said corporation shall consist of a Chair, Vice Chair and Secretary and Treasurer and such other officers and agents as the said trustees may deem expedient, said officers to hold office until the first annual meeting of the members and until their successors are elected and qualified.  

ARTICLE VIII 

     Officers, trustees and members of this corporation and their private property shall be exempt from liability for its debts and obligations.  

ARTICLE IX 

     Upon the dissolution of the corporation, the Board of Trustees shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, education, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Trustees shall determine.  Any such assets not so disposed of shall be disposed of by the Superior Court of Coconino County, Arizona, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. 

ARTICLE X 

     These Amended Articles of Incorporation supersede and replace the original Articles of Incorporation of the Northern Arizona Society of Science and Art, and shall hereafter constitute the Articles of Incorporation of this corporation.  

ARTICLE XI 

    A trustee of this corporation will not be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as a trustee.  This article will not eliminate or limit the liability of a trustee for any conduct described in clauses (a) through (e) of Section 10-1029.A.8., Arizona Revised Statutes.  If the Arizona Corporation Law is amended to authorize further elimination or limitation of the liability of a trustee, then the liability of a trustee of the corporation will be eliminated or limited to the fullest extent permitted by the Arizona Corporation Law as so amended.  Any repeal or modification of this article will not increase the liability of a trustee of the corporation arising out of acts of omissions occurring before the repeal or modification becomes effective. 

     The Board of Trustees shall adopt a conflict of interest policy regarding transactions between the corporation and trustees of the corporation, including the sale, lease or exchange of property to or from trustees and the corporation, the lending or borrowing of monies to or from trustees by the corporation or the payment of compensation by the corporation for services provided by trustees. 

ARTICLE XII 

    These Articles of Incorporation may be amended at any regular or special meeting of the Board of Trustees by a majority vote of those present, provided that notice of the proposed action shall have been communicated to all active Trustees of the Board in writing, at least 21 days prior to the meeting at which the action is to be taken.  

    The foregoing Amended Articles of Incorporation were duly adopted by the affirmative vote of the majority of the members of the Board of Trustees present at a meeting of the Board of Trustees held in Flagstaff, Arizona, on September 28, 2002. 

MUSEUM OF NORTHERN ARIZONA, INC.
BY 
Thomas M. Knoles, Chair