The undersigned, for the purpose of forming a nonprofit corporation under the Utah Revised Nonprofit Corporation Act (the “Nonprofit Act”), hereby adopts the following Articles of Incorporation and certifies as follows:
The name of the corporation is Weather Modification Association.
The duration of the corporation is perpetual.
Purposes and Powers
The purposes for which the corporation is organized are as follows:
(a) To promote the common interests of those entities and persons involved in the weather modification field within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws (the “Code”);
(b) To conduct a social and protective organization for the benefit of entities and persons involved in the weather modification field; to promote the common interests of those entities and persons; to provide a forum where education and networking can take place; to cooperate in securing rational legislation concerning the practices used in the weather modification field; to furnish advice, information and assistance of all kinds to such entities and persons as well as making information available to the public regarding the weather modification field and to maintain offices for the purpose of collecting and disseminating such information and rendering such services;
(c) To carry on any other business connected with or incidental to the foregoing objects and purposes, and to have and exercise all the powers conferred by law of the State of Utah upon corporations formed under the Nonprofit Act;
The corporation shall have all powers necessary and incidental to carrying out the purposes for which the corporation is formed.
Notwithstanding any other provision of these Articles, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(6) of the Code. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors, 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 Article III hereof.
The corporation shall have one or more classes of voting members whose rights, privileges and duties are more fully set forth in the bylaws of the corporation. Other class(es) of nonvoting members may be established as set forth in the bylaws of the corporation. Each member (whether voting or nonvoting, in the event the voting members choose to create a nonvoting class of members) shall be subject to the fees, dues and assessments, if any, as provided in the bylaws. The corporation shall not issue or have outstanding any stock or shares.
The number of directors constituting the Board of Directors shall not be less than three (3), with the exact number of directors to be set from time to time by resolution of the Board of Directors. The Board of Directors shall manage the business of the Corporation. The rights, privileges and duties of the directors and the manner of their election and removal shall be as set forth in the bylaws.
Limitations Upon Liability of Directors and Officers
The directors and officers of the corporation shall not be individually or personally liable for the debts or obligations of the corporation.
Distribution of Assets upon Dissolution
Upon the dissolution of the corporation or the winding up of its affairs, the assets of the corporation shall be distributed exclusively for the common business interests of its members or to organizations which are exempt from Federal income tax under Section 501(c)(6) of the Code.
The name and street address of the incorporator are as follows:
Don A. Griffith
North American Weather Consultants
8180 S. Highland Dr., Ste. B-2
Sandy, Utah 84093
Registered Agent and Registered Office
The name and street address of the corporation’s noncommercial registered agent appointed pursuant to the Utah Model Registered Agents Act, Title 16, Chapter 17 of the Utah Code Annotated, as amended, are: Laurie Capece, 8180 South Highland Drive, Suite B-2, Sandy, UT 84093.