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|Articles of Incorporation|
The undersigned, for the purpose of forming a nonprofit corporation pursuant to the Minnesota Nonprofit Corporation Act, Minnesota Statutes, Chapter 317A, adopts the following Articles of Incorporation:
Article I – Name
The name of this corporation is the American Brain Coalition.
Article II – Mission, Vision, and Goals
a. Mission. The American Brain Coalition seeks to reduce the burden of brain disorders.
b. Vision. The ABC will be a strong and powerful voice for people with disabling brain disorders bringing together organizations that represent concerned and interested patients, families, and professionals. This voice will be used to advocate for increased support of research that will lead to better treatment; services and support that will improve patients’ quality of life; as well as a national commitment towards finding cures for individuals with disabling neurological and psychiatric disorders.
c. Goals. ABC will leverage the resources of its membership to advocate for research funding and progress towards a cure; help build a healthcare system more responsive to people with both acute and chronic brain disorders; and advance public understanding about the cause, impact, and consequences of neurologic and psychiatric illness in our society through lobbying and advocacy efforts.
Article III – No Pecuniary Gain To Members; Prohibited Activities
This corporation shall not, directly or indirectly, afford or pay any pecuniary gain, dividends, or other pecuniary remuneration to its members, if any, as such, and no part of the net income or earnings of this corporation shall, directly or indirectly, inure to the benefit of any member, if any, or any other person having a personal and private interest in the activities of the corporation, but this corporation may pay reasonable compensation for services rendered to this corporation in furtherance of its purposes set forth in Article II. This corporation shall not lend money to, or guarantee the obligation of, any director or officer of this corporation.
Article IV – Powers
The corporation may exercise all powers as are afforded to the corporation by the Minnesota Nonprofit Corporation Act and are consistent with Section 501(c)(4) of the Internal Revenue Code.
Article V – Registered Office and Agent
The registered office of the corporation shall be 1080 Montreal Avenue, St. Paul, MN. The initial registered agent of the corporation is Murray G. Sagsveen.
Article VI – Membership
Membership in the corporation shall be governed by the Bylaws.
Article VII – Dissolution
The corporation may be dissolved in accordance with the laws of the State of Minnesota. Upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all expenses and liabilities of the corporation, distribute all remaining assets of the corporation to such organizations as shall at the time qualify under the Internal Revenue Code.
Article VIII – Board Action Without Meeting
Any action required or permitted at a meeting of the corporation’s Board of Directors and not requiring approval by the membership of the corporation may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the Board at which all directors were present, provided that all directors must be notified of the text of the written action prior to the signing by any of the directors.
Article IX – Amendment
These Articles of Incorporation may be amended in any manner now or hereafter prescribed by law except that two-thirds (2/3) vote of the entire Board of Directors shall be required for the adoption of any amendment by the Board of Directors.
The incorporators named below have executed these Articles of Incorporation this 10th day of September, 2004.
Francis I. Kittredge, Jr., MD