ARTICLES OF INCORPORATION
GREENBELT INTERNET ACCESS COOPERATIVE, LTD.
The undersigned persons, over eighteen years old, acting as incorporators of a cooperative association under the general laws of the State of Maryland, adopt the following amended Articles of Incorporation.
ARTICLE I Name
The name of the cooperative association (hereinafter called the “Cooperative”) is:
GREENBELT INTERNET ACCESS COOPERATIVE, LTD.
ARTICLE II Purposes
The Cooperative is organized and shall be operated exclusively as a nonstock charitable organization for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 and the Regulations thereunder, as they now exist or as they may hereafter be amended (hereinafter collectively referred to as the “Code”), and specifically as follows:
(a) To establish and promote access to the Internet and local information sources for the community of Greenbelt, Maryland;
(b) To reduce the educational, economic and procedural barriers restricting access to the Internet by the citizens, businesses, organizations and city government of Greenbelt;
(c) To enable and promote broad participation in Greenbelt’s civic life and to enhance the community of Greenbelt socially, culturally, educationally and economically by providing access to the Internet;
(d) To provide computer and Internet classes to encourage the widest possible use of the Internet by the community;
(e) To provide members of the Cooperative with personal telephone and online computer support to enable and facilitate access to Internet resources for self-education and lifelong learning;
(f) To promote communications between and among citizens, community groups, businesses and the city government of Greenbelt by establishing and promoting discussion groups on the Internet regarding issues uniquely related to the Greenbelt community; and
(g) To have and to exercise to the extent necessary or desirable for the accomplishment of any of the aforesaid purposes, and to the extent that they are not inconsistent with the charitable and educational purposes of the Cooperative, any and all powers conferred upon nonstock cooperatives by the Maryland General Corporation Law.
ARTICLE III Registered Office and Resident Agent
The address of the current principal place of business and registered office of the Cooperative is 1-A Gardenway, Greenbelt, Maryland 20770, and the name of its resident agent at such address is Margaret L. Bates.
ARTICLE IV No Stock
The Cooperative has no authority to issue capital stock.
ARTICLE V Cooperative Existence
The Cooperative shall have perpetual existence.
ARTICLE VI Directors
The number of directors of the Cooperative shall be seven, which number may be increased or decreased pursuant to the bylaws of the Cooperative, and the names of the directors who shall act until the first meeting or until their successors are duly chosen and qualified are:
Matthew H. Elliott, II, 53 Crescent
Road, Greenbelt, Maryland 20770
Lloyd Edward James, Jr., 56-D Crescent Road, Greenbelt, Maryland 20770
Chu-Sing Lau, 6 Greentree Place, Greenbelt, Maryland 20770
Douglas Leigh Love, 3-D Plateau Place, Greenbelt, Maryland 20770
Daniel P. Macy, 7518 Mandan Road, Greenbelt, Maryland 20770
Theodore G. Reiss, 8 Parkway, Greenbelt, Maryland 20770
Laila Zaghal, 119 Whitebirch Court, Greenbelt, Maryland 20770
ARTICLE VII Membership
The number of memberships authorized is 100,000 at a cost of $50.00 each, which cost may be increased or decreased pursuant to the bylaws of the Cooperative. The membership of each member shall be pursuant to such uniform conditions as may be prescribed by the bylaws of the Cooperative and uniform rules and regulations established by the board of directors, which may include a requirement for additional capital investments by the members. The voting rights of the members of the Cooperative shall be equal, and no member shall have more than one vote.
Any person 18 years old or older shall be qualified to become a member upon payment of the initial dues and shall continue as a member upon paying the annual dues. The amount, method and time of payment of dues shall be determined, and may be changed, from time to time, by the board of directors.
A membership in the Cooperative may be held only by a person qualified to be a member of the Cooperative and may be transferred only with the consent of the board of directors of the Cooperative and on the books of the Cooperative, and then only to persons eligible to be a member. No purported assignment or transfer of a membership shall pass to any person not eligible to be a member any rights or privileges on account of membership or any vote or voice in the management of the affairs of the Cooperative.
In the event a member shall cease to be a member of the Cooperative, the member shall have no rights or privileges on account of the membership or vote or voice in the management or affairs of the Cooperative and shall, within 120 days following cessation of membership, have the right to:
(a) Transfer the member's membership to any person eligible to hold the same, provided the transfer complies with all other requirements of membership as determined by the Cooperative; or
(b) Require the Cooperative to purchase the membership; the price for which will be determined by the board of directors of the Cooperative as the lesser of its original purchase price or its book value, on either the date of cessation or the date of payment, as determined by the board of directors of the Cooperative, except that payment must occur within two years after the cessation of membership.
If the member does not accept one of these options, with evidence provided in writing to an officer of the Cooperative, within 120 days from termination or withdrawal of membership, the Cooperative may cancel the membership on its books by purchasing the membership at a price equal to the lesser of its original purchase price or its book value on the date of cessation.
Any other capital accounts in the Cooperative of a member who is terminated or withdraws shall be handled in accordance with policies established by the Cooperative in its bylaws or by its board of directors. No part of the net earnings of the Cooperative shall inure to the benefit of any member, or any private person, except that reasonable compensation may be paid for services actually rendered to or for the Cooperative.
Additional provisions specifying the rights and obligations of members shall be contained in the bylaws of the Cooperative pursuant to, and in accordance with, the Code and the laws of Maryland.
ARTICLE VIII Dissolution
No member, or any private person, shall have an interest or right, direct or indirect, in or to the properties and assets of the Cooperative except on dissolution, as provided herein. The property rights and interests of the members on dissolution shall be equal and shall be determined according to the following schedule:
(a) Every liability and obligation of the Cooperative shall be paid and discharged, or adequate provision for payment and discharge shall be made;
(b) Assets held by the Cooperative subject to legally valid requirements for their return, transfer, or conveyance on dissolution or forfeiture shall be disposed of in accordance with those requirements; and
(c) The Cooperative shall purchase each of the memberships currently on its books at a price equal to the lesser of its original purchase price or its book value after payment and discharge of all liabilities and obligations and disposition of legally disposable assets.
Any remaining assets shall be distributed to one or more Maryland organizations qualifying for federal income tax exemption under the provisions of the Code.
ARTICLE IX Cooperative Incorporator
The names and addresses of those persons, all of whom are residents of Maryland, filing these amended Articles of Incorporation are:
Margaret L. Bates, 1-A Gardenway, Greenbelt, Maryland 20770
Philip Brandis, 14-C Hillside Road, Greenbelt, Maryland 20770
Mary J. Camp, 65-E Ridge Road, Greenbelt, Maryland 20770
Lloyd Edward James, Jr., 56-D Crescent Road, Greenbelt, Maryland 20770
Clement Chu-Sing Lau, 6 Greentree Place, Greenbelt, Maryland 20770
Gilbert Lee, 2 Greenknolls Place, Greenbelt, Maryland 20770
Neil McLeod, 6-Z-1 Plateau Place, Greenbelt, Maryland 20770
ARTICLE X Prohibited Activities
Except as provided and permitted under Sections 501(h) and 4911 of the Code, no substantial part of the activities of the Cooperative shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Cooperative shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidates for public office.
Notwithstanding any other provisions of these Articles, the Cooperative shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(3) of the Code or by an organization, contributions to which are deductible under Section 170(c)(2) thereof.
ARTICLE XI Disclosure of Interest
No contract or transaction between the Cooperative and one or more of its directors, or between the Cooperative and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for that reason or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes, approves, or ratifies the contract or transaction or solely because his or their votes are counted for such purpose if:
(a) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or, the committee and the board or committee in good faith authorizes, approves, or ratifies the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or
(b) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders and members entitled to vote thereon, and the contract or transaction is specifically authorized, approved, or ratified in good faith by vote of the shareholders and members; or
(c) The contract or transaction was fair as to the Cooperative.
ARTICLE XII Limitation of Liability
A director acting in his capacity as director for the Cooperative shall have no personal liability to the Cooperative or to its members for monetary damages for breach of fiduciary duty as a director; except the director shall remain liable for any breach of the director's duty of loyalty to the Cooperative or its members; acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law; or any transaction from which the director derived an improper personal benefit.
IN WITNESS WHEREOF, I have signed these Articles and acknowledged the same to be my act.
Dated at Greenbelt, Maryland this 13th day of October, 2005.
(Signed) Margaret L. Bates, Incorporator
(Signed) Philip Brandis, Incorporator
(Signed) Mary J. Camp, Incorporator
(Signed) Lloyd Edward James, Jr., Incorporator
(Signed) Clement Chu-Sing Lau, Incorporator
(Signed) Gilbert Lee, Incorporator
(Signed) Neil McLeod, Incorporator