ARTICLES OF AMENDMENT
AND
RESTATED ARTICLES OF INCORPORATION
OF
GERMANS FROM RUSSIA HERITAGE SOCIETY
(Formerly North Dakota Historical Society of Germans From Russia, Inc.)
The undersigned being the President and Secretary respectively
of the above named corporation do hereby certify that the following
is the Restated Articles of Incorporation adopted by the
corporation at its annual meeting at Jamestown, North Dakota,
on July 14, 1979, and that such Restated Articles of Incorporation
were adopted by the affirmative vote of two-thirds of the members
present in person and by proxy and voting thereon.
ARTICLE I
The name of the corporation shall be:
GERMANS FROM RUSSIA HERITAGE SOCIETY
It is a North Dakota non-profit corporation and shall maintain
its principal office in Bismarck, North Dakota.
ARTICLE II
The period of its duration shall be perpetual.
ARTICLE III
The purposes for which this corporation is formed shall be as
follows:
- Educational, civic and charitable to the end that it
shall seek to bring together those people interested in history
and especially those people interested in the history of Germans
from Russia.
- To aid, assist, promote, encourage and undertake the
discovery, collection, preservation, and publishing of biographies,
genealogies, histories, newspapers, letters, diaries, circulars,
journals, rosters, service records, church rolls, pictures,
tape recordings, microfilms, photographs, paintings, memoranda,
and any and all materials, documents, and objects which illustrate
and document the early migration and settlement of German
colonists to and in the land areas of Russia extending from
Bessarabia to the Caucasus and to the Volga River area and
the subsequent migration of them or their descendants from
Russia to the Western Hemisphere.
- To collect and preserve the folklore, songs, literature,
objects of art and craft which illustrate and document the style
and mode of life, conditions, events and activities, forms and
style of worship and government of such people while living in
German colonies in Russia as well as after emigrating to the Western
hemisphere and the cultural, material, and aesthetic contributions
of Germans from Russian or their descendants to the
culture and social order of the Western Hemisphere.
- To cooperate with educational institutions, historians,
scholars, researchers and all persons, institutions, and other
organizations engaged in similar studies.
- To acquire by bequests, purchase, gift and accept on loan
objects of art, science, industry, and skill, papers, journals, tapes,
photographs, microfilms, and any and all materials which pertain to,
or will aid and assist the corporation in fulfilling its aims and
objectives as herein stated; and to preserve, exhibit and show such
objects of art, science, industry, and skill; to exhibit, construct,
operate and maintain a central archive, museum or museums or
cooperate and assist other organizations in the collection,
documentation, indexing, and preservation of such materials
pertaining to the objects and purposes herein set forth.
- To publish papers, pamphlets, books and articles, or
by any other means disseminate historical information.
- To purchase, lease, hold, sell, develop, mortgage, or
otherwise acquire and dispose of real estate and personal property
necessary or proper or deemed advisable for carrying out the purposes
of the corporation.
- To do any and all other things necessary for carrying
out the purposes of this corporation.
- No part of the net earnings of the corporation
shall inure to the benefit of or be distributable to its members,
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 these articles. No
substantial part of the activities of the corporation shall be
carrying on of propaganda, or otherwise attempting to influence
legislation, and the corporation shall not participate in, or
intervene in (including the publishing or distribution of statements)
any political campaign on behalf of or any candidate or
public office. Notwithstanding any other provisions of these
articles, the corporation shall not carry on any other activities
not permitted to be carried on (1) by a corporation exempt
from Federal income tax under Section 501(c)(3) of the Internal
Revenue Code of 1954, (or the corresponding provisions of any
future United States Internal Revenue Law) or (2) by a corporation,
contributions to which are deductible under Section
70(c)(2) of the Internal Revenue Code of 1954, (or the corresponding
provisions of any future United States Internal Revenue Law).
- Upon the dissolution of the corporation, the Board
of Directors shall, after paying or making provision for the payment
of all of the liabilities of the corporation, dispose of
all of the assets of the corporation exclusively for the purposes
of the corporation and in such a manner, or to such organization
or organizations organized and operated exclusively for charitable,
educational, religious, or scientific purposes as shall at the time
qualify as an exempt organization or organizations under Section
501(c)(3) of the Internal Revenue Code of 1954 (or corresponding
provision of any future United States Internal Revenue Law), as
the Board of Directors shall determine. Any of such assets not
so disposed of shall be disposed of by the District Court of the
county in which the principal office of the corporation is then
located, exclusively for such purposes or to such organization
or organizations as said court shall determine, which are organized
and operated exclusively for such purposes.
ARTICLE IV
This corporation is not organized for profit and shall have
no capital stock or stockholders. The corporation by law may
establish various classifications of members. It shall pay no
dividends or pecuniary profits to its incorporators or members
although it may confer benefits upon members in conformity with
its purpose and the law.
ARTICLE V
Provisions for the regulation of the internal affairs of the
corporation will be as set out in the Bylaws to be adopted by the
corporation and as also set out in the preceding and following
Articles of Incorporation, either as originally approved or as
amended.
ARTICLE VI
The number of directors constituting the initial Board of
Directors is five (5). The number of directors shall not be
less than five (5) nor more than such larger number as shall be
determined and established from time to time by the Bylaws.
The foregoing Restated Articles of Incorporation correctly
set forth without change the corresponding provisions of Articles
of Incorporation as heretofore amended (except for the amendment
to change the corporation's name as set forth in Article I above,
and except for the change in the number of directors as specified
in Article VI, which amendments were adopted contemporaneously
with the adoption of these Restated Articles) and that these
Restated Articles of Incorporation supersede the original Articles
of Incorporation and all prior amendments thereto.
(Karen Retzlaff)
President
(Thomas A. Wentz)
Secretary
STATE OF NORTH DAKOTA
COUNTY OF (Nelson)
On this 17th day of August, 1979, before me a notary public
in and for said county and state, personally appeared KAREN
RETZLAFF known to me to be the President of the corporation that
is described in and that executed the within instrument and
acknowledged to me that such corporation executed the same.
Notary Public
(Nelson) County, North Dakota
My commission expires: __________
STATE OF NORTH DAKOTA
COUNTY OF WARD
On this 20 day of August, 1979, before me a notary public
in and for said county and state, personally appeared THOMAS A.
WENTZ known to me to be the Secretary of the corporation that
is described in and that executed the within instrument and
acknowledged to me that such corporation executed the same.
Linda Overlee, Notary Public
Ward County, North Dakota
My commission expires: 5-16-84
Dated: 21 August, 1979
Certificate No. 6035