ARTICLES OF INCORPORATION _onrnion™ rourparrox ror senoon pismascr 11 FO/ 0/6 56 1 NONPROFIT CORPORATION The undersigned acting as incorporator of a corporation under the Colorado Nonprofit Corporation Act, adopts the following Articles of Incorporation for such corporation: eeu 90 ARTICLE I 901011656 $15.90 NAME The name of the corporation shall be: The Foundation for School District 11. ARTICLE IZ PERIOD OF DURATION The’ period of duration of the corporation shall be perpetual. ARTICLE III PURPOSE, The Foundation for School District 11 is organized exclusively for educational and charitable purposes to provide cooperation and support to the El Paso County School District No. 11, State of Colorado, to continue and improve the quality of public education in El Paso County District No. 11 and throughout America. A. The accomplishment of such purposes shall include but not be limited to the following: 1. To promote activities that foster and support: (a) Research and demonstration projects related to effective governance of public schools, effective teaching and effective teacher training. (b) Improvement of school learning climate. (c) Increased citizen involvement in and support for public education. 2. To provide a continuing organization, outside the public school system, which will work to promote the purposes of the Foundation and to support the activities of the El Paso County School District No. 11. COMPUTER UPDATE COMPLETE3. To accept donations, solicit and raise money for purposes of the Foundation. 4. To expend Foundation funds to promote its purposes and the supplying of funds to the El Paso County School District No. 11 to purchase and provide facilities, programs, collections, scholarships, endowments, services and supplies approved and requested by the El Paso County School District No. 11 Board of Education in order to meet the needs of the School District for which tax revenues are not readily available. However, such funds must be used only for legal projects and without regard to race, color, creed, sex, age, handicap or national origin. B. All assets and earnings shall be used exclusively for the purposes herein set out, including the payment of reasonable compensation for services rendered and the making of expense payments and distributions in furtherance of the purposes of the Foundation; and no part of its activities shall be for the carrying on of propaganda or otherwise attempting to influence legislation. The Foundation shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. C. Notwithstanding any other provisions of these Articles, the Foundation shall not carry on any 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). D. Notwithstanding the objects and purposes set forth in this Article, the Foundation shall not take any action, perform any function or operate in any manner that would be in’ conflict with or in any way violate the laws, rules, regulations and Policies governing the operation of the El Paso County School District No. 11 as authorized or required by the Colorado Revised Statues, as amended, Colorado Department of Education and the Policies of the El Paso County School District No. ll. It is further understood that the Foundation through its Board of Directors and various Committees shall make no budgetary or policy decisions regarding the operation of the El Paso County School District No. 11. E. When and if the Foundation plans to take action which involves the El Paso County School District No. 11, such plans must be submitted to and approved by the Board of Education of the El Paso County School District No. 11 before being implemented.Internal Revenue law) ; 1. The corporation will distribute its income for such tax year at such time and in such manner as not eo become Gubject to the tax on undistributed income, imposes by Section 4042, of the Internal Revenue Code of 1984, pr corresponding Provisions of any later federal tax laws; 2. ,the corporation will not engage in any act of gelf-dealing as defined in Section 4941(a) of the Internal Feyenue Code of 1954, or corresponding provisions of any later federal tax laws; Si ndn® Corporation will not retain any excess business holding as defined in Section 4943(c) of the Internal Revenue Code of 1954, or corresponding provisions of any later federal tax laws; 4.| The corporation will not make any investments in fuch manner as to subject it to tax under Section dona of the ynternal Revenue Code of 1954, or corresponding provisices of any later federal tax laws; and, 5._,The corporation will not make any taxable gapenditures as defined in section 4945(a) of the Internal Revenue Code of 1954, or corresponding provisions of any later federal tax laws. ARTICLE Iv REGISTERED OFFICE AND AGENT fhe address of the initial registered office of the Sopperation in Colorado is: 104 South Cascade avenue, Suite 204, Colorado Springs, Colorado 80903. and the name of its initial registered agent at such address is: William Kelly Dude. ARTICLE V BOARD OF DIRECTORS A. The business of the Foundation shall be managed and Conducted by a Board of Directors. The initial’ peony shall Sonsist of four (4) directors. The membership of the Board of Directors shall consist of no less than twenty (20) members and direeters ean, eirty (30) members. “A change in the number e directors from not less than twenty (20) and not more than thirty(30) can only be made by amendment to the Articles of Incorporation. B. The membership of the Board of Directors shall be elected at the annual meeting of the Board of Directors. C. The names and addresses of the persons who are to serve as the initial directors until a successor is elected at the first annual meeting of the Board of Directors as provided for by the Bylaws of the corporation are: President: Kim Fitzgerald 1823 North Cascade Avenue Colorado Springs, CO 80907 Vice President: Bonnie Barnes 1341 North Tejon Colorado Springs, CO 80903 Secretary: William Kelly Dude 104 S. Cascade Avenue, Suite 204 - Colorado Springs, CO ‘80903 ‘Treasurer: Mary Lou Anderson 715 Point of Pines Drive Colorado Springs, CO 80907 D. Voting by proxy shall not be permitted. ARTICLE VI EXEMPTION OF BOARD MEMBERS FROM LIABILITY This corporation shall have no capital stockholders and no members. The private property of the incorporator and members of the Board of Directors shall not be personally liable for the debts, liabilities or obligations of the corporation. ARTICLE VIT INDEMNIFICATION A. Directors shall not be liable to the Corporation or its members for monetary damages for breach of fiduciary duty as a Director except in the following instances 1. For breaches of a Director's duty of loyalty to the Corporation or its members; or 2. For acts or omissions not in good faith; or 3. For acts or omissions involving intentional misconduct or a knowing violation of law; or4. For acts specified in §7-5-114, 3.A. C.R.S. as now or hereafter in effect; or 5. For any transaction for which that Director derived an improper personal benefit. B. No Director of the Corporation shall be liable for actions taken or omissions made in the performance of his duties las a Board Member except for wanton and willful acts or omissions. No Director or Officer of the Corporation shall be liable for any injury to person or property arising out of a tort committed by an employee unless such Officer or Director was personally involved in the situation giving rise to the itigation or unless such Officer or Director committed a criminal offense. This provision shall not restrict other common aw, statutory, contractual or other protections and rights that said Director or Officer may have. c. Any person, who shall at any time serve, or have served, as Director, Officer, employee or agent of the Corporation, or at the Corporation's request as a Director or Officer of another corporation, body or enterprise, and the estate, heirs, successors and personal representatives of such person shall be indemnified by the Corporation against all costs and expenses (including, but not limited to court costs, litigation expenses, attorneys’ fees, judgments or compromise or settlement obligations) actually and reasonably incurred in connection with defense of any claim, action, suit, or proceeding, whether civil, criminal, administrative, investigative, or other, in which he, or they, may be involved by virtue of such person's being or having been such Director, Officer, employee or agent, provided (1) that such person has conducted himself in good faith, (2) that such person reasonably believed that his conduct was in the Corporation's best interest, and (3) that such person had reasonable grounds to believe that his conduct was not unlawful; and provided further that such indemnity shall not apply to (1) any matter as to which such person shall have been determined in such claim, action, suit or proceeding, to be liable to the Corporation for negligence or misconduct in the performance of his duties to the Corporation, or (2) any matter settled or compromised, unless, in the opinion of independent counsel selected by or in a manner determined by the Board of Directors, there are reasonable grounds for such person being determined to be liable in the performance of his quties as such Director, Officer, employee or agent. The foregoing indemnification shall not be exclusive of any other yights to which those to be indemnified may be entitled by the terms of any bylaw, agreement vote of members or otherwise. This provision for indemnification shall not affect other common law, statutory or contractual rights of indemnification.ARTICLE VII OFFICERS The officers of the Foundation shall be a President and a Vice-President, Secretary, Treasurer and such other officers as the Foundation may approve. ARTICLE 1X POWERS ‘The Foundation is organized and shall he operated exclusively for educational and charitable purposes to provide Cooperation and support to the Bl Paso County School District No- s{°ko continue and improve the quality of education in El Paso County District No. 11 Schools and throughout America. To Sftectuate these purposes, the Foundation, although not limited to the following activities, shall have the power: A. To acquire or receive by gift, bequest, devise, endowment or purchase property, real, personal or mixed; to own, hola, improve, use, manage, sell, convey, lease, exchange and @ispose of such property; to encumber such property when deemed necessary; to use the proceeds thereof for the uses and purposes of the Foundation. B. To lease as lessee the property of others; to build, erect, construct and equip. buildings and other improvements upon {he lands of the Foundation or. the lands of others; to purchase or lease equipment. Cc. To invest and reinvest in, acquire, hold, mortgage pledge, hypothecate, resell, exchange, transfer or otherwise Bispose of securities of any nature and exercise all the rights, powers and privileges of ownership thereof, including the right ‘to vote thereon for any and all purpose! D. To act as trustee of trusts or otherwise act in a fiduciary capacity when so designated in any inter vivos or testamentary gift and to become the beneficiary of insurance policies and annuities. E. To support chairs or learning, instructorships, fellowships, grants-in-aid, scholarships to endow the same and Gthers and to make donations for educational purposes as directed by the Board of Education of the El Paso County School District No. 11. F. To borrow money by issuing its notes, bonds and other obligations and to secure the same; to lend money for its Corporate purposes and to invest and reinvest its funds with or Githout security therefore and on such terms as the Board of Directors may determine.G. To enter into, make and perform contracts of every kind for any lawful purpose, without limit as to amount, with any person, firm, association, corporation, town, city, county, district, state, territory or government. H. To hire or appoint employees or agents of the corporation, define their duties, fix their compensation and terminate them, with or without cause. I. To indemnify any current or former directors, officers or employees against any and all expense, including attorneys' fees and liability expense sustained by them, or any of them, in connection with the defense of any suit, action or proceeding which may be brought against said members of the Board of Directors, officers and employees, involving or pertaining to any of their official acts or duties (whether it be alleged that Same and ultra vires or otherwise) except in relation to matters as to which such individual is adjudged in such suit, action or Proceeding to be liable for negligence or misconduct in the Performance of duty to the corporation and this provision shall not be deemed to prevent compromise of any such litigation where the compromise is deemed advisable in order to prevent greater expense or coat in the defense of any such litigation. Members of the Board and officers appointed by them pursuant to the terms hereof shall not be personally liable for nonfeasance in the performance of their duties or acts hereunder, but they shall be liable only in the case of malfeasance as determined by the standards of a reasonable and prudent corporate director. 3. To exercise any and all rights and powers which may be conferred by law including those specific powers enumerated in the Colorado Nonprofit Corporation Act which may be necessary, incidental or convenient to the objects and purposes above-mentioned, provided that no powers shall be exercised which is not in furtherance of the purpose set forth in Article III. ARTICLE X BYLAWS The Board of Directors shall have the power to make, amend and repeal Bylaws and regulations for the governance of the Foundation for the orderly conducting of the affairs and management of its property, and fixing the time and place for special meetings of the Committees that may be created by them. Such amendment and repeal shall be at a regular meeting of the Board of special meeting of the Board called for that purpose. ARTICLE XI TRANSACTION OF BUSINESS The Board of Directors of the Foundation shall meet and transact the business of the Foundation either at the principal place of business herein designated or at such other place as may be designated by resolution of the Board of Directors. apARTICLE XII DISPOSITION OF ASSETS ON DISSOLUTION A+ Ne officer or director of the Foundation, as such, shall at any time receive or become entitled tc receive any Pecuniary Profit from the Foundation; provided, however, that Foungueation may be paid for any services rendered to the Foundation by any officer, director, agent or employee or any other persons or corporation pursuant to authorization by the Board of Directors. Be tune, Board of Directors may be a two-thirds (273) majority vote to dissolve the corporatica through the adoption of a resolution to dissolve. CrpoN® ,fistribution of property of the Foundation shall be made upon its final dissolution until Sit debts are fully paid. Any distribution shall be made only by a vote of a majority of the members of the Board of Directors’ D. Upon dissolution, the Board of Directors of the Foundation shall, after paying or making Provision for the eee ng este Of, the liabilities, dispose of ell cr the Zemaining assets exclusively for the purpose of the Foundation or fo, une #2 Paso county School District No. 11 either se @ general endowment or for such restricted educational, scientific, gharitable or other exempt purpose or purposce as outlined in Section 501(c)(3) of the Internal Revenue Code os 1954 (or the Foundation, the Board of Directors of the Foundation shall determine that the El Paso County School District No. 11 is unable or unwilling to accept such transfer or effectively toARTICLE XIII AMENDMENTS hese Articles of Incorporation may be amended at any time and in any respect, as permitted by law, except as herein grPressly restricted or ‘forbidden, if so authorized by the vote of at least two-thirds of the votes which members present are entitled to cast at any meeting calied for the purpose of considering such proposed amendment or amendments, upon notice given to the directors as provided in the Bylaws. ARTICLE XIV INCORPORATOR ‘The name and address of the incorporator is as follows: William Kelly Dude 204 South Cascade Avenue, Suite 204, Colorado Springs, Colorado 80903. Dated: February 27, 1990. William Kelly Dude VERIFICATION STATE OF COLORADO d ) ss. COUNTY OF EL PASO ) si bisa J. Sinclair, a Notary Public, hereby certify that gn the 27th day of February, 1990, Willian Kelly Dude personally gppeared before me, who being by me first. duly sworn, declared that he is the person who signed the foregoing document as incorporator, and that the statements therein contained are true. IN WITNESS WHEREDF, I have hereunto set my hand and official seal. - (SEAL) 104 S. Cascade Ave., Suite 204 Colorado Springs, CO 80903 My Coninission Expires: May 20, 1993CORP OCR 001 ARTICLES OF INCORPO;ATIC gUCERTIBICATE OF AUTHORITY GLFOUNDATION FOR SCHOOL DISTRICT 11 SSE ae aa eT Panna ScUaTaNT 104 SOUTH CASCADE AVENUE, SUITE 204 FT id Sniagle COLORADO. SPRINGS | co_ Jf 80903 ee vi ee BL.exs One Fe es teiny one Oo _ IN WHITE BLOCKS ONLY SUBMIT ONE COPY ONLY ANY QUESTIONS CALL eliehel ond UGUL Aes an ae tance es epee rate anal UCI NT Screams Ue TTTES PAR VALUE (803) 894-2251 FEES EEE aaPE EEE 104 South Cascade Avenue, Suite 204 ery Colorado springs PATA am Fitzgerald Le a} boomy 1823 North Cascade Avenue i ETRE Colorado springs Paocrarsincet Si ear Ico Ico 20903 | Fea m poo 1341 North Tejon ia TS 80903 PRT CREeR EET = me WC re Te 104 south Cascade Avenue, Suite 204 ers 80903 PULLS RSE | LeU OST mn i201 MUST USE PMS 3100 FOR REPRODUCTION