ARTICLES OF INCORPORATION
THE CSU, CHICO RESEARCH FOUNDATION
The name of this corporation is: THE CSU, CHICO RESEARCH FOUNDATION
This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes.
The charitable purposes for which this corporation is organized are to further the educational programs of California State University, Chico. This corporation is organized, and at all times hereafter will be operated, exclusively for the benefit of, to perform the functions of, and to carry out the purposes of said University. This corporation is organized exclusively for educational purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1986.
Conformity with Law
This corporation shall be an auxiliary organization of the California State University and shall conduct its operations in conformity with the California statutes governing such organizations (Chapter 7, commencing with Section 89900, of Part 55, Division 8, Title 3 of the Education Code) and the Regulations adopted by the Board of Trustees of the California State University (Subchapter 6, commencing with Section 42400, of Chapter 1, Division 5 of Title 5 of the California Code of Regulations) as required by the Education Code, Section 89900(c).
Exempt Status and Limitations on Activities
No substantial part of the activities of this corporation shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation, nor shall this corporation participate or intervene in any political campaign (including publishing or distributing of statements) on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, this 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 1986 or (b) by a corporation contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code of 1986.
Initial Agent for Service of Process
The name of the initial agent of this corporation for service of process is:
John W. Francis
761 West Kimberly Avenue
Placentia, California 92670
The number of Directors, their qualifications, powers, duties, terms of office, manner of removal and filling vacancies on the Board, and the manner of calling and holding meetings of Directors, shall be as stated in the Bylaws. The President of California State University, Chico, or his or her designee, shall be a member of the Board of Directors of this corporation to insure that this corporation operates in conformity with policies of the Board of Trustees of the California State University and California State University, Chico.
This corporation shall have no members other than the persons constituting its Board of Directors. The persons constituting its
Board of Directors shall, for the purpose of any statutory provision or rule of law relating to nonprofit corporations or otherwise, be taken to be the members of such corporation and exercise all the rights and powers of members thereof.
Each member of the Board of Directors shall have one vote. There shall be no proxy voting permitted for the transaction of any of the business of this corporation.
Irrevocable Dedication and Dissolution
The property of this corporation is irrevocably dedicated to charitable purposes set forth in Article III, and no part of the net income or assets of this corporation shall ever inure to the benefit of any private person. Upon dissolution or winding up of this corporation, its assets remaining after payment, or provision for payment, of all debts and obligations of this corporation shall be distributed to one or more nonprofit corporations organized and operated for the benefit of California State University, Chico, and approved by the President of the University and the Board of Trustees of the California State University. Such nonprofit corporation or corporations must be qualified for Federal income tax exemption under Section 501(c) (3) of the Internal Revenue Code of 1986, and be organized and operated exclusively for charitable purposes.
The Articles of Incorporation of this corporation shall be amended only by the vote of a majority of the Board of Directors, subject to the approval of the President of the University.
IN WITNESS WHEREOF, for the purpose of forming this nonprofit corporation under the laws of the State of California, I, the undersigned, constituting the incorporator of this corporation, have executed these Articles of Incorporation this 29th day of May, 1996.
Manuel A. Esteban
I am the person whose name is subscribed below. I am the Incorporator of THE CSU, CHICO RESEARCH FOUNDATION. I have executed these Articles of Incorporation. The foregoing Articles of Incorporation are my act and deed.
Executed on May 29, 1996 at Chico, California.
I declare that the foregoing is true and correct.
Manuel A. Esteban