Articles of Incorporation
The undersigned incorporators of this corporation do hereby organize the same under the South Dakota Non-Profit Corporation Act, and do hereby adopt the following Articles of Incorporation for this corporation.
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The name of this corporation is Mid-Dakota Rural Water System, Inc.
The duration of this corporation shall be perpetual.
The principal place of business of this corporation shall be located at Miller, Hand County, South Dakota.
The address of this corporation's initial registered office and the name of its initial registered agent at such address is: Julie Apgar, Miller, South Dakota 57362. The corporation may have such other offices within or without the State of South Dakota as the business of the corporation may from time to time hereafter require. The registered office of the corporation required by the South Dakota Non-Profit Corporation Act shall be continuously maintained in South Dakota, and shall be initially as above provided, subject however to change from time to time by Resolution of the Board of Directors and the filing of a statement of that change as is required by the South Dakota Non-Profit Corporation Act.
The management of the corporation shall be vested in a Board of Directors. The number of Directors shall be fixed by the By-Laws of the corporation. The terms of office of the Directors shall also be fixed by the By-Laws and may be altered by the amendment to the By-Laws of this corporation. In addition to all general and necessary authority and power to operate and manage this corporation, the Directors specifically have authority to establish all schedules, tariffs and rates necessary between this corporation and any of its member or customers, limited only that all of such schedules, tariffs and rates shall be pursuant to a written agreement entered into between the corporation and that member or customer.
The number of Directors of this corporation constituting the first Board of Directors of this corporation (and their initial term of office), shall be four, and shall be the following persons, each of whom shall continue in office for the term for which that person has been selected and until a successor is appointed and qualified, or until the Director is removed as provided in the By-Laws, to-wit:
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Earl M. Briggs
HCR 31, Box 12
Pierre, SD 57501
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Marilou Briggs
HCR 31, Box 12
Pierre, SD 57501
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Duane Aymar
RR. 1, Box 151
Miller, SD 57362
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Susan Hargens
HCR 1, Box 106A
Orient, SD 57467
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The names and addresses of the incorporators of this corporation are:
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Earl M. Briggs
HCR 31, Box 12
Pierre, SD 57501
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Marilou Briggs
HCR 31, Box 12
Pierre, SD 57501
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Duane Aymar
RR. 1, Box 151
Miller, SD 57362
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Susan Hargens
HCR 1, Box 106A
Orient, SD 57467
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Julie Apgar
P.O. Box 69
Miller, SD 57362
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The conditions, terms and qualifications for membership in this corporation shall be provided in the By-Laws.
Members of this corporation shall not have any personal liability for corporate obligations.
This corporation shall not have any capital stock.
The objects and purposes of this corporation specifically include but are not necessarily limited to the following, to-wit:
To serve as the organizational entity for subsequent development or accomplishment of the objects and purposes listed below, and to accomplish these in such manner that authority and obligations may be transferred to future legal entities.
To plan, investigate and if feasible acquire, construct, maintain and operate a system for the diversion, supply, storage, treatment and distribution of water to the members of this corporation, for domestic, livestock, municipal, commercial, or private purposes within the geographic area, and environs thereof, served by this corporation.
To acquire by appropriation or otherwise, and to lease, sell or dispose of water and water rights for domestic, livestock, municipal, commercial, or private purposes within the geographic area, and environs thereof, served by this corporation.
To secure grants and to borrow money for the use of this corporation and to issue securities therefore, and to pledge, mortgage, hypothecate and otherwise dispose of the real, personal and intangible property of the corporation as security therefore.
To establish rates for the delivery of water to its members and to provide for the collection thereof.
To exercise any and all other powers incidental to or conducive to any of the before said objectives, or any of them, provided that all rates, rules and the like shall be uniform among members of the same class, and shall not otherwise be discriminatory, and generally this corporation shall have all powers and authorities granted to it by statute, or by operation of law.
Upon the dissolution of this corporation the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of this corporation, dispose of all of the assets of this corporation in such manner, and to such organization or organizations which qualify as an exempt organization or organizations under the provisions of Section 501(c)(12) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law), as the Board of Directors shall determine. Any such assets not so disposed of shall be deposited with the Circuit Court of Hand County, South Dakota, the county in which the corporation's principal office is located, exclusively for such purposes or to such organization or organizations as the Court shall determine which are organized and operated exclusively for those purposes.
Further, notwithstanding any other provision of these Articles of Incorporation, the corporation will not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(12) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law), or, by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or its corresponding provision).
This corporation shall not:
Engage in any act of self-dealing which would give rise to any liability for the tax imposed by Section 4941(a) of the Internal Revenue Code of 1954, as the same now is or as the same may from time to time hereafter be amended;
Retain any excess business holdings which would give rise to any liability for the tax imposed by Section 4943(a) of the Internal Revenue Code of 1954, as the same now is or as the same may from time to time hereafter be amended;
Make any investments which would jeopardize the carrying out of any of the exempt purposes of this corporation, within the meaning of Section 4944 of the Internal Revenue Code of 1954, so as to give rise to any liability for the tax imposed by Section 4944(a) of the Internal Revenue Code of 1954, as the same may from time to time hereafter be amended;
Make any taxable expenditure which would give rise to any liability for the tax imposed by Section 4945(a) of the Internal Revenue Code of 1954, as the same now is or as the same may from time to time hereafter be amended;
This corporation shall distribute for each of its taxable years amounts at least sufficient to avoid liability for the tax imposed by Section 4942(a) of the Internal Revenue Code of 1954, as the same now is or as the same may from time to time hereafter be amended.
These Articles may be amended by a two-thirds vote of the Directors eligible to vote for adoption of any amendment.
By-Laws governing this corporation may be adopted, modified, amended, or repealed by a two-thirds majority vote of the Directors eligible to vote for the adoption of any By-Law.
Dated this 22nd day of December, 1987.
/S/ Earl M. Briggs
/S/ Marilou Briggs
/S/ Duane Aymar
/S/ Susan Hargens
/S/ Julie Apgar
STATE OF SOUTH DAKOTA )
) SS
COUNTY OF HUGHES )
On this the 22nd day of December, 1987, before me, the undersigned officer, personally appeared Earl M. Briggs, Marilou Briggs, Duane Aymar, Susan Hargens and Julie Apgar, known to me or satisfactorily proven to be the persons whose names are subscribed to the within instrument, and acknowledged that they executed the same for the purposes there in contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/S/
Notary Public
(SEAL)
STATE OF SOUTH DAKOTA )
) SS
COUNTY OF HUGHES )
Earl M. Briggs, Marilou Briggs, Duane Aymar, Susan Hargens and Julie Apgar, being first duly sworn, each for himself deposes and says: That he is one of the persons described in and who signed the foregoing Articles of Incorporation as an incorporator therein; that he has read said Articles and knows the contents thereof; that the incorporators intend in good faith to form a corporation for the purposes of the promotion of a lawful business set forth in said Articles, and not for the purpose of enabling any corporation or corporations to avoid the provisions of Chapter 37-1 of the South Dakota Compiled Laws of 1967 relating to unlawful trusts or combinations, and laws amendatory thereto.
/S/ Earl M. Briggs
/S/ Marilou Briggs
/S/ Duane Aymar
/S/ Susan Hargens
/S/ Julie Apgar
Subscribed and sworn to before me this 22nd day of December, 1987.
/S/
Notary Public
(SEAL)
STATE OF SOUTH DAKOTA )
) SS
COUNTY OF HAND )
On this the 5th day of January, 1988, before me, the undersigned officer, personally appeared Duane Aymar, known to me or satisfactorily proven to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained.
INWITNESS WHEREOF, I hereunto set my hand and official seal.
/S/
Notary Public
(SEAL)
STATE OF SOUTH DAKOTA )
) SS
COUNTY OF HAND )
Duane Aymar, being first duly sworn, for himself deposes and says: That he is one of the persons described in and who signed the foregoing Articles of Incorporation as an incorporation therein; that he has read said Articles and knows the contents thereof; that the incorporators intend in good faith to form a corporation for the purposes of the promotion of a lawful business set forth in said Articles, and not for the purpose of enabling any corporation or corporations to avoid the provisions of Chapter 37-1 of the South Dakota Compiled Laws of 1967 relating to unlawful trusts or combinations, and laws amendatory thereto.
/S/
Duane Aymar
Subscribed and sworn to before me this 5th day of January, 1988.
/S/
Notary Public
(SEAL)
STATE OF SOUTH DAKOTA )
) SS
COUNTY OF HAND )
On this the 30th day of December, 1987, before me, the undersigned officer, personally appeared Susan Hargens, known to me or satisfactorily proven to be the person whose name is subscribed to the within instrument, and acknowledged that she executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/S/
Notary Public
My Commission expires 3-5-94
(SEAL)
STATE OF SOUTH DAKOTA )
) SS
COUNTY OF HAND )
Susan Hargens, being first duly sworn, for herself deposes and says: That she is one of the persons described in and who signed the foregoing Articles of Incorporation as an incorporator therein; that she has read Articles and knows the contents thereof; that the incorporators intend in good faith to form a corporation for the purposes of the promotion of a lawful business set forth in said Articles, and not for the purpose of enabling any corporation or corporations to avoid the provisions of Chapter 37-1 of the South Dakota Compiled Laws of 1967 relating to unlawful trusts or combinations, and laws amendatory thereto.
/S/
Susan Hargens
Subscribed and sworn to before me this 30th day of December, 1987.
/S/
Notary Public
(SEAL)