ARTICLES OF INCORPORATION
COLORADO AVIATION HISTORICAL SOCIETY
KNOW ALL MEN BY THESE PRESENTS, That we, Gerald
M. Miller, of the City and County of Denver, State of Colorado,
Kenneth L. Moe, of the County of Adams, State of Colorado, and Paul
Lundell, of the County of Jefferson, State of Colorado, each of
whom is more than twenty-one years of age, do hereby associate ourselves
together for the purposes of forming a body corporate, not for securing
profit under the provisions of Article 19, chapter 31, Colorado
Revised Statues, 19634, and hereby make, execute, and acknowledge
this certificate in writing of our intention to become a body corporate
under and by virtue of said statute.
The Society name shall be: COLORADO AVIATION HISTORICAL SOCIETY.
Objects, Purposes, and Powers
The object and purpose for which this Society is formed and incorporated
1. To acquire, restore, preserve and provide for public display,
aircraft and other object, documents, items and things of present
or historical interest or value in connection with the development
and history or aviation in the State of Colorado and elsewhere.
2. To foster, encourage, sponsor and promote public interest and
education in all phases of aviation and the aircraft associated
with such history.
3. To foster, encourage, sponsor and promote, public interest in
the preservation, restoration, use and knowledge of antique and
classic airplanes or other flying machines.
4. To foster, promote, and encourage aviation, by sponsoring, providing
or participating in aviation museums, displays, shows and exhibits.
5. To hold, own, lease, purchase and otherwise acquire, and to
donate, sell, mortgage, lease, encumber or otherwise dispose of
and to deal in and with properties of all kinds, both real and,
6. To make, enter into, and perform contracts of every sort and
kind with any person, firm,, corporation, private or
public, or Municipal, or body politic, whether foreign or domestic,
and with the Government of the United States or with any state,
territory, or colony thereof; or with any foreign government.
7. To borrow money without limit as to amount for all Society purposes
and to evidence such borrowing by notes, debentures, bonds, or other
securities or evidences of indebtedness and to pledge or otherwise
encumber any of the assets of the Society as security for the repayment
thereof. Such borrowings may be made from Society officers, directors
8. To do all things necessary and proper to achieve the object
and purpose of the Society.
Terms of Existence
The Society shall have perpetual existence.
Directors and Officers
1. The business and affairs of this Society shall be vested in
a Board of Directors, consisting
of not less than three (3) no more than nine (9) individuals. The
first Board of Directors who shall act as such directors for the
first year of existence of this corporation and until their successors
shall be duly elected and qualified are:
Gerald M. Miller
1160 Josephine Street
Donald J. Taylor
4800 Hale Parkway
7230 West Eighth Avenue
Kenneth L. Moe
2356 Oswego Street
2. The Society shall indemnify any director or officer, or former
director or officer of the
Society, or any person who may have served at its request as a director
or officer of another corporation in which it owns shares or capital
stock or of which it is a creditor, and the representatives of all
such persons, against expenses actually and necessarily incurred
by him in connection with the defense of any action, suit or proceeding
in which he is made a party by reason of having been such director
or officer except in relation of matters as to which he shall be
made adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of duty but such indemnification
shall not be deemed exclusive of any other rights to which such
director or officer may be entitled under any by-laws, agreements,
vote of members or otherwise.
3. A director and/or officer of the Society shall not, in the absence
of fraud and provided his
adverse interest is disclosed to the other directors and/or officers,
be disqualified by his office from dealing or contracting with the
Society either as a vendor, purchaser or otherwise; nor in the absence
of fraud shall any transaction or contract of the Society be void
or void able by reason of the fact that any director and/or officer
is a member, or any corporation of which any director and/or officer
is a stockholder, director, officer, or employee is in any way interested
in such contract or transaction, provided the director's and/or
officers' adverse interest or interest in such firm or corporation
be disclosed to the other directors and/or officers.
The principle officer of the Society shall be located in the City
and County of Denver, State of Colorado.
Rights and Powers
1. The rights and powers of the members of the Society not set
forth in these Articles of Incorporation shall be designated from
time to time in the by-laws of the corporation.
2. The Board of Directors of this corporation shall
have the power to adopt such prudential by-laws as may be deemed
necessary or expedient for the proper government and management
of the affairs or this Society, and to amend, alter or repeals the
same, from time to time, as the Board may deem advisable. Nothing
herein contained shall be construed to prevent the members of this
Society at any regular meeting, or at any special meeting called
for the purpose, by vote of the majority of the members entitled
to vote from amending, altering or repealing the then existing by-laws
of this corporation and adopting by-laws or set of by-laws.
Liquidation of the Corporation
The Society is organized not for profit, and no part of the net
earnings of the Society shall inure to the benefit of any private
member or individual. In the event of the liquidation or dissolution
of the Society, whether voluntary or involuntary, no member shall
be entitled to any distribution or division of its remaining property
or its proceeds, and the balance of all money and other property
received by the Society from any source, after the payment of all
debts and obligations of the Society shall be used or distributed
exclusively for the purposes set forth in sub-paragraphs 1, 2, 3
and 4 of this certificate and within the intent of the Section 501(c)
of the Internal Revenue Code of 1954 and its regulations as they
now exist or as they may be hereafter amended from time to time.
IN WITNESS HEREOF, the named incorporators have executed the forgoing
articles of incorporation this 1st day of May 1966.
Original copy signed by Gerald M. Miller
Original copy signed by Kenneth L. Moe
Original copy signed by Paul Lundell
|STATE OF COLORADO
|City and County of Denver
I, Bruce Kistler, a Notary Public, hereby certify that on the 1st
day of May, 1966, personally appeared before me, Gerald M. Miller,
Kenneth L. Moe and Paul Lundell, who by me first duly sworn, severally
declared that they are the persons who signed the foregoing document
as incorporators and that the statements therein contained are true.
IN WITNESS THEREOF, I have hereunto set my hand and seal this 1st
day of May, 1966.
Original copy signed by Bruce Kistler
My commission expires: Feb. 8, 1967
Original copy contains a notary public seal
Colorado Aviation Historical Society
7711 East Academy Blvd.
Denver, CO 80230-6929