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Articles of Organization:
Article I / Article II / Article III / Article IV / Article V / Article VI / Article VII
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The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
Articles of Organization
(General Laws, Chapter 180)
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ARTICLE I
The exact name of the corporation is:
Top Fun Aviation Toy Museum, Inc.
ARTICLE II
The purpose of the corporation is to engage in the following activities:
In general, to operate an aviation toy museum for the acquisition, protection, preservation, and display of aviation-related toys.
To provide career guidance and encouragement—
- by encouraging both children and adults, especially those from depressed economic groups, to consider aviation-related careers, and to break down limitations imposed by economic, social, and gender barriers;
- by providing young men and women access to role models and educational materials that will help encourage them to pursue careers in aviation;
- by utilizing the museum’s collection and facilities to foster learning, creativity, and confidence along with a knowledge of how aircraft fly;
- by sponsoring activities for children and acults, in the form of special events and ongoing projects;
To provide public information—
- by maintaining a library and conveying accurate knowledge about aviation;
- by encouraging individuals to explore aviation in the context of toys;
- by sponsoring hands-on activities that will help increase the understanding of aviation and its economic importance;
To provide historical perspective—
- by presenting and preserving toys as illustrations of history and culture;
- by exploring what toys show us of how people have viewed aviation through history;
- by presenting and displaying and preserving toys in the context of individual lives and achievements;
To organize, operate, and maintain facilities, programs, and activities, including operation and conduct of a gift shop, and to hold other fundraising events to promote the purposes of the corporation.
ARTICLE III
A corporation may have one or more classes of members. If it does, the designation of such classes, the manner of election or appointments, the duration of membership and the qualification and rights, including voting rights, of the members of each class, may be set forth in the by-laws of the corporation or may be set forth below:
There shall be two classes of members, as follows:
CLASS 1:—“DIRECTOR MEMBERS.”
CLASS 2:—“MEMBERS AT LARGE” or “MEMBERS EMERITUS.”
Members at Large or Members Emeritus are those members who serve as honorary members of the corporation, at the election and discretion of the Board of Directors. Such members shall serve for such period as the Directors, from time to time, may determine, at the sole discretion of the Directors. No Member at Large or Member Emeritus shall possess any voting privilege or possess any governing powers or authorities of the corporation.
ARTICLE IV
Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or members, or of any class of members, are as follows:
Notwithstanding any other provision of these Articles of Organization, this organizaiton is organized exclusively for one or more of the purposes as specified in Section 501 (c) (3) of the Internal Revenue Service Code of 1986, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under I.R.C, 501 (c) (3) or corresponding provisions of any subsequent tax laws.
The corporation shall have the following powers and authorities:
A) To solicit, request, and receive contributions from any and every source whatsoever;B) To operate and conduct a gift shop within the museum or at such other location as may be designated by the Directors for hte sale to the general public of toys, books, and other items or memorabelia realted to the aviation industry. All profits from the sale of such items shall inure to the benefit of the corporation.C) To hold in trust or otherwise in a depository or depositories of the selection of the corporation such funds in the name of the corporation.D) To elect or appoint other or additional directors or officers; and to hire employees and agents, fix their compensation, and define their respective duties and obligations;E) To purchase, receive or take by grant, gift, devise, bequest, or otherwise; and to lease, hold, own, or otherwise acquire real or personal property of every kind, nature, and description or any interest therein, wheresoever situated;F) To sell, convey, lease, exchange, transfer, or otherwiseconvey real or personal property of every kind and description;G) To mortgage, pledge, encumber, lease, exchange, transfer, collateralize, grant security interests in and to property of the corporation, real, personal, and/or mixed;H) To purchase, take, receive, subscribe for, or otherwise hold, own, acquire, lend, lease, exchange, transfer, orotherwise receive or dispose of securities, bonds, shares, and other obligations;I) To make en enter into contracts, give guarantees and incur libilities, mortgage, borrow, pledge, and encumber or grant security interests in any of the property of the corporation, real, personal, and/or mixed;J) To lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested;K) To the extent legally permissable and only to the extent that the status of the corporation as an organization exempt pursuant to Sec. 502 (c) (3) of the INternal Revenue Service Code is not hereby affected: indemnify each of its directors, officers, agents, or employees against liabilities or expenses, including any amounts paid in satisfaction of judgments, in compromise, or as fines and penalties and counsel fees as may be reasonably incurred by him or her in connection wiht the defense or disposition of any action, suit, or other proceeding, whether civil or criminal, in which he or she may be involved with or in which he or she may be threatened, while in office or thereafter, by reason of his being or having been such a director, officer, employee, or agent, except with respect to any matter as to which he or she shall have been adjudicated in any prodeeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation; provided, however, that as to any matter disposed of by a compromise payment by such director, officer, employee, or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as inthe best interests of the corporation, after notice that it involves such indemnification: (a) by a disinterested majority of the directors then in office; or (b) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel tot he effect that such director, officer, employee, or agent appears to ahve acted in good faitn in the reasonable belief that his action was in the best interests of the corporations; or (c) by a majority of the disinerested members entitled to vote, voting as a single class. Expenses, including counsel fees, reasonably incurred by any such director, oficer, employee, or agent in connection wiht the defense or disposition of any such action, suite, or other proceeding, may be paid from time to time by the corporation in advance of the final disposition thereof upon receipt of any undertaking by such individual to repay the amounts so paid to the corporation if he shall be adjudicated to be not entitled to indemnification under Massachusetts General Laws, Chapter 180, Sections 6. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director, officer, employee, or agent may be entitled by contract or otherwise under law. As used in this paragraph, the terms, “directors,” “officers,” “employees,” and “agents” include their respective heirs, executors, and administrators, and an “interested” director isone against whom in such capacity the proceedings in question or another prodeeding on the same or similar grounds is then pending.L) Funds may be withdrawn from time to time for insurance of every nature with regard tot he maintenance of the museum or any properties thereof.M) No part of the assets of the corporation and no part of any net earnings of the corporation shall be divided among or inure to the benefit of any officer or director of the corporation or any private indivitual or be appropriated for any purposes other than the purposes of the corporation as herein set forth; and no substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation except to the extent that the corporation makes expenditures for purposes of influencing legislation in conformity with the reuirements of Section 501 (h) of the Internal REvenue Service Code; and the corporation shall not participate in, or intervene in (including the publishing or distibuting of statements) any political campaign on behalf of any candidate for public office. It is intended that the corporation shall be entitled to exemption from Federal income taxes under Section 501 (c) (3) of the Internal Revenue Service Code and shall not be a private foundation unders Section 509 (a) of the Internal Revenue Code.N) The Corporation shall have the right to retain all or any part of any securities or properties acquired by the corporation in whatever manner; and to invest and reinvest any funds held by it [at] the discretion of the Directors, without being restricted to the class of investmentswhich a Director is or may hereafter be permitted by law to make or any similar restriction, provided, however, that no action shall be taken by or on behalf of the corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under Section 501 (C) (3) of the Internal Revenue Service Code.O) The Board of Directors my authorize any officer or agent to enter into contracts of every nature and to execute and deliver any instrument in the name and on behalf of the corporation, and havehis or her signature acknowledged by a notary public; and such authority may be granted or confined to a specific instance. Unless so authorized by the Directors, no offiver, agent , or employee shall have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit or render it liable pecuniarily for any purpose or to any amount.P) Upon the liquidation or dissolution of the corporation, after payment of all of the liabilities of the corporation or due provision therefor, all of the assets of the corporation shall be disposed of to one or more organizaions exempt from Federal income taxes under Section 501 (c) (3) of the Internal Revenue Service Code.
ARTICLE V
The by-laws of the corporation have been duly adopted and the initial directors, president, treasurer, and clerk or other persiding, financial, or recording officers, whose names are set out on the following page, have been duly elected.
ARTICLE VI
The effective date of organzation of the corporation shall be the date approved and filed by the Secretary of the Commonwealth. If a latereffective date is desired, specify such date which shall not be more than thirty days after the date of filing.
ARTICLE VII
The information contained in Article VII is not a permanent part of the Articles of Organization.
a. The street address of the principal office of the corporation in Massachusetts is: (post office boxes are not acceptable)
[omitted]
b. The name residential address and post office address of the directors and officers of the corporation are as follows
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NAME
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RESIDENTIAL ADDRESS
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POST OFFICE ADDRESS
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President:
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Rosalie E. Dunbar
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[omitted]
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[omitted]
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Treasurer:
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Deborah L. Scheetz
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[omitted]
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[omitted]
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Clerk:
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Deborah L. Scheetz
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[omitted]
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[omitted]
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Directors:
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Rosalie E. Dunbar
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[omitted]
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[omitted]
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Deborah L. Scheetz
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[omitted]
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[omitted]
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Donna J. Bradley
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[omitted]
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[omitted]
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c. The fiscal year of the corporation shall end on the last day of the month of: December
d. The name and business address of the resident agent of the corporation, if any, is: none
I/We, the below signed incorporator(s), do hereby certify under the pains and penalties of perjury that I/we have not been convicted of any crimes relating to alcohol or gaming within the past ten years. I/We do hereby further certify that to the best of my/our knowledge the above-names officers have not been similarly convicted. If so convicted, explain.
IN WITNESS WHEREOF AND UNDER THE PAINS AN DPENALTIES OF PERJURY, I/we, whose signature(s) appear below as incorporator(s) and whose name(s) and business or residential address(es) are clearly typed or printed beneath each signature, do hereby associate with the intention of forming this corporation under the provisions of General Laws, Chapter 180 and do hereby sign these Articles of Organization as incorporator(s) this 9th day of October, 1997.
Rosalie E. Dunbar
Deborah L. Scheetz
Donna J. Bradley
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
(General Laws, Chapter 180)
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I hereby certify that, upon examination of these Articles of Organization, duly submitted to me, it appears that the provisions of the General Laws relative to the organization of corporations have been complied with, and I hereby approve said articles; and the filing fee in the amount of $35.00 having been paid, said articles are deemed to have been filed with me this 10th day of OCTOBER 1997.
Effective date: ______________________________________
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
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