Articles Of Incorporation For A Nonprofit Corporation Sample (Page 4 of 5) in pdf

ATTACHMENT TO

ARTICLES OF INCORPORATION

COLORADO COALITION FOR RETIREMENT SECURITY

(a Colorado nonprofit corporation)

ARTICLE I

Purposes and Restrictions

The corporation is organized for social welfare purposes within the meaning of

§501(c)(4) of the Internal Revenue Code of 1986 as amended, or the corresponding section of

any future federal tax code (“Code”). The corporation may carry on any other lawful activity

consistent with the provisions of the Code, these Articles of Incorporation (“Articles”) and the

Colorado Revised Nonprofit Corporation Act (“Act”).

No part of the net earnings of the corporation shall inure to the benefit of, or be

distributable to, its officers, directors, or other private persons, and no officer or director of the

corporation, or any other private individual, shall be entitled to share in any distribution of any

corporate assets on dissolution of the corporation or otherwise, 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. Notwith-

standing any other provision of these Articles, the corporation shall not carry on any other activi-

ties not permitted to be carried on by a corporation exempt from federal income tax under

§501(c)(4) of the Code.

Upon dissolution of the corporation, its remaining assets shall be distributed for

one or more exempt purposes within the meaning of §501(c)(3) or § 501(c)(4) of the Code. Any

such assets not so disposed of shall be disposed of by a court of competent jurisdiction exclusive-

ly for such purposes or to such organization or organizations as such court shall determine which

are organized and operated exclusively for such purposes.

ARTICLE II

Elimination of Certain Liabilities of Directors

No director shall be personally liable to the corporation for monetary damages for any

breach of fiduciary duty as a director, except that no director's liability to the corporation for

monetary damages shall be eliminated or limited on account of any of the following: (a) any

breach of the director's duty of loyalty to the corporation; (b) any acts or omissions of the direc-

tor not in good faith or that involve intentional misconduct or a knowing violation of law; (c) the

director's assent to or participation in a loan by the corporation to any director or officer of the

corporation; or (d) any transaction in which the director received improper personal benefit.

Any repeal or modification of this Article shall be prospective only and shall not adverse-

ly affect any right or protection of a director of the corporation existing at the time of such repeal

or modification.

Articles Of Incorporation For A Nonprofit Corporation Sample Page 4