Articles of Incorporation of the Denfeld Alumni Association

The undersigned incorporator, a natural person 18 years of age or older, in order to form a corporate entity under Minnesota Statutes, Chapter 317A, adopts the following articles of incorporation.

Article I
Name/Registered Office
The name of this corporation shall be the Denfeld Alumni Association. The corporation's registered office is located at 4405 W. Fourth St., city of Duluth, county of St. Louis, state of Minnesota, zip code 55807.

Article II
Purpose
This corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that also qualify as Section 501(c)(3) exempt organizations.

The corporation shall coordinate Denfeld High School alumni relations for the purposes of fostering interest, support and involvement in school and community affairs. To this end, it will organize projects and events to promote alumni relations, and engage in fundraising to support those projects and events, as well as other school improvement projects.

Specific examples of initial projects include the development of an alumni newsletter, coordination of the school’s centennial celebration, and management of the school’s hall of fame induction process and resulting ceremonies.

All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.

Article III
Limitations
At all times the following shall operate as conditions restricting the operations and activities of the corporation:

1. No part of the net earnings of the corporation shall inure to any member of the corporation not qualifying as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, nor to any director or officer of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation shall pay for services actually rendered to the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the corporation;

2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office; and

3. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.

4. The corporation shall not lend any of its assets to any officer or director of this corporation, or guarantee to any person the payment of a loan by an officer or director of this corporation.

Article IV
Directors/Members
The corporation may (but need not) have voting members, and such membership, if any, and classes thereof, shall be as defined in the corporation's bylaws. The management and affairs of the corporation shall be at all times under the direction of a board of directors, whose operations in governing the corporation shall be defined by statute and by the corporation's bylaws. No member or director shall have any right, title, or interest in or to any property of the corporation. The corporation’s existence shall be perpetual unless dissolved by law.

The corporation's first board of directors shall be comprised of the following natural persons:

Claudia Anderson
Stephanie Fechner
Paul Lundgren
Anna Mongomery
Rudolph Monson
Marilyn Monson
Thomas Skull
Richard J. Swanson
Joe Vukelich
Trista Ward
William Westholm

Article V
Debt Obligations and Personal Liability
No member, officer or director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers or directors be subject to the payment of the debts or obligations of this corporation.

Article VI
Dissolution
Upon the time of dissolution of the corporation, assets shall be distributed by the board of directors, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction 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 VII
Incorporator
The incorporators of this corporation are the members of its board of directors, listed in article IV.

The undersigned incorporator certifies that he will execute these articles for the purposes herein stated, and that by such execution, he affirms the understanding that should any of the information in these articles be intentionally or knowingly misstated, he is subject to the criminal penalties for perjury set forth in Minnesota Statutes 609.48 as if this document had been executed under oath.

Signed by Rudolph Monson on the 3rd day of February, 2005.

Certified by the State of Minnesota, Mary Kiffmeyer, Secretary of State, on the 9th day of February, 2005.