This is a transcribed version of the original Articles of Incorporation.
CERTIFICATE OF INCORPORATION OF THE HARVEY PARK IMPROVEMENT ASSOCIATION, INC.
ARTICLES OF INCORPORATION
KNOW ALL MEN BY THESE PRESENTS:
That we, Dale Beishe, Arthur Conroy, Dean Crouch, Harry D. McMullen, Dean G. Richardson, L. C. Skipton, and Gerald L. Stapp, citizens of the United States and residents of the State of Colorado, have associated ourselves for the purpose of forming a body corporate and politic, not for pecuniary profit, under the provisions of Article 20, Chapter 30, Colorado Revised Statutes 1953, hereby make, execute and acknowledge this certificate in writing of our intention so to become a body corporate and politic, under and by virtue of said statute.
FIRST. The corporate name of our said corporation shall be “The Harvey Park Improvement Association, Inc.”
SECOND. The object for which our said corporation is formed and incorporated is for the purpose of the:
- Promotion and improvement of public parks, schools, transportation, street lighting and maintenance;
- Promotion and improvement of fire and police protection, and of all emergency relief, civil defense and safety programs;
- Promotion of fair, equitable and just zoning, building and tax statutes, ordinances and regulations; and securing fair, equitable and just application of such statutes, ordinances or regulations by governmental agencies;
- Promotion and improvement of all types of municipal, state and federal planning and services of any and every nature whatsoever;
- Prevention of the encroachment of business developments within the present residential area of Harvey Park;
- Promotion of friendly relations among all residents of Harvey Park;
- Doing all other things necessary, proper or incidental to the promotion of the above stated objects and of the general welfare of the residents of Harvey Park.
THIRD. This corporation shall have all those powers vested in it under and by virtue of the laws of the State of Colorado in such cases made and provided. In addition, the power to encumber, transfer, assign and sell any of the property, real, personal, or mixed, of the corporation is hereby vested in the Board of Directors, to be exercised in the manner and upon such terms and conditions as the Board may provide. Upon appropriate resolution of the Board of Directors, the President and the Secretary—Treasurer or such other officers as the Board may designate in such resolution, shall be empowered to execute all deeds, conveyances, mortgages, instruments and documents affecting the corporation; PROVIDED, that no sale or disposition of all of the property of this corporation shall be had except in compliance with the terms and conditions of the Statutes of the State of Colorado in such cases made and provided.
FOURTH. These Articles of Incorporation may be amended at any regularly called annual or special meeting of the members of the Association, provided that a two-thirds majority of those present at said meeting affirmatively concur in such amendment or amendments.
FIFTH. This corporation shall have perpetual existence.
SIXTH. The affairs and management of our said corporation are to be under the control of a Board of Directors consisting of not less than seven members nor more than twenty-five members. The express power is hereby conferred upon the Board of Directors and upon the members of the Association jointly to increase or decrease the membership of the Board within the limitations above set forth; PROVIDED, that no change in said Board memberships shall be made which will result in the unseating of existing members of the Board, nor shall such changes be made more often than annually. The Board of Directors shall have the powerto determine the classes of directors and to authorize not more than three divisions thereof for terms not to exceed three years in the first class, two years in the second class, and one year in the third class. The Board of Directors shall prescribe the probedures to be followed in the conduct of all elections at the annual meeting. Dale Belshe, Raymond Berg, Arthur Conroy, George Greene, Harry D. McMullen, L. C. Skipton and Gerald L. Stapp are hereby selected to act in such capacity and to manage the affairs and concerns of said corporation for the first year of its existence or until their successors are elected and qualified.
SEVENTH. The principal office of said corporation shall be located in the City and County of Denver and State of Colorado.
EIGHTH. The Board of Directors shall have power to make such prudential By-Laws as they may deem proper for the management of the affairs of this corporation, according to the statutes in such case made and provided.
NINTH. There shall be two classes of members in this corporation, active and honorary. Active members are hereby defined as those persons who have paid their dues for the year in the amount prescribed by either the Board of Directors or the members at an annual or special meeting, and whose names are listed on the books of the corporation as active members. The voting power of this corporation shall be vested in the active members, and each such member shall be entitled to one vote. Cumulative or proportional voting and voting by proxy are hereby prohibited.
IN TESTIMONY WHEREOF, we have hereunto set our hands and seals on this 3rd
day of February, A. D. 1956.
L. C. Skipton
Dean G. Richardson
Harry D. McMullen
Dean L. Crouch
Arthur H. Conroy
Gerald L. Stapp
STATE OF COLORADO || CITY AND COUNTY OF DENVER)
I, Dorothy J. Crowley, a Notary Public in and for said City and County, in the State aforesaid, do hereby certify that Dale Belshe, Arthur H. Conroy, Dean L. Crouch, Harry D. McMullen, Dean G. Richardson, L. C. Skipton and Gerald L. Stapp, whose names are subscribed to the annexed and foregoing Certificate of Incorporation, appeared bef~ore me this day in person, and acknowledged that they signed, sealed and delivered the said instrument of writing as their free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal, this 3rd day of February, A. D. 1956. My commission expires June 3, 1957.
Dorothy J. Crowley, Notary Public
AMENDMENTS ADOPTED NOVEMBER, 1979
TENTH. Compensation. No part of the income of the Corporation shall inure to the benefit of any member, trustee, director, officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes), and no member, trustee, officer of the Corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation.
ELEVENTH. Distributions; no self-dealing. The Corporation shall distribute its income for each taxable year at such time and in such manner as not to subject it to tax under Section 4942 of the Internal Revenue Code of 1954, as amended, and the Corporation shall not:
- Engage in any act of self-dealing as defined in Section 4941 (d) of the Code;
- Retain any excess business holdings as defined in Section 4943 (c) of the Code;
- Make any investments in such manner as to subject the Corporation to tax under Section 4944 of the Code; or
- Make any taxable expenditures e.s defined in Section 4945 (d) of the Code.
TWELFTH. No lobbying. No part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting to influence legislation, through paid lobbying, or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.