ARTICLES OF INCORPORATION
HERITAGE FOUNDATION FOR GERMANS FROM RUSSIA
Article I – Name
Article II – Duration
Article III – Purpose
Article IV – Prohibited Activities
Article V – Offices
Article VI – Directors
Article VII – Officers
Article VIII – No Capital Stock – Not for Profit Corporation
Article IX – Transfer of Assets in Event of Liquidation
Article X – Incorporation
The name of the corporation shall be
Heritage Foundation for Germans from Russia
The term for which this corporation shall exist is: perpetual.
The purpose for which this corporation is formed is: to receive gifts, make investments of funds received, to manage property owned by the Foundation and to aid and give financial assistance, to charitable and educational philanthropies and educational, religious and charitable causes and institutions of or that relate to the GERMANS FROM RUSSIA HERITAGE SOCIETY, a not for profit North Dakota corporation which is a 501 (c)(3) incorporated entity and which presently maintains its principal offices and place of business in Bismarck, North Dakota.
This corporation is not formed for pecuniary or financial gain.
The purpose for which the corporation is to be formed and the powers which it is to exercise shall include the power to do all things necessary, suitable and proper for the accomplishment of the purposes aforesaid or hereinafter set forth, including particularly. but by inclusion not intending any limitation, with further power to:
(a) Aid, assist, encourage and support financially and otherwise the research efforts of the Germans from Russia Heritage Society, individuals, scholars, educational institutions including colleges and universities supporting the research of the migration of Germans people to various Russian provinces and areas and then from Russia to the United States of America, Canada, Australia and various countries of South America and the world; accumulate family and individual histories, oral and written, letters, family memorabilia, steam ship manifestos, state, county, domain or province records and accounts; to support the translation of documents, and otherwise to foster, support and assist in collecting and collating such data and historical documents to be maintained in places of safe keeping including the library of the Germans from Russia Heritage Society or any other library of any public or private college or university.
(b) Secure, accept, hold and manage donations, gifts, gifts in trust, annuities, legacies, devises or bequests, insurance policies or any other type or kind of property, from individuals, corporations and institutions for the purpose of conducting or furthering the aims and objectives set out or limited by such donors for the purpose or purposes either designated by the donor or settlor, or by the board of directors of this corporation if such gifts and donations are not otherwise restricted to further the educational or charitable purposes set out herein.
(c) Hold funds and gifts, bequests, annuities or other assets so received in perpetual, or income earning accounts, with the principal net interest or other income to be used and the purposes for which given.
(d) Buy, own, hold, sell, transfer, mortgage and otherwise convey or hypothecate any asset, real or found, equipment, supplies or other assets not otherwise gifted or held pursuant to any trust or other conditions which limit the use of such asset for a specific use or purpose.
(e) Buy, own, hold, sell, mortgage and convey all real estate, stocks, bonds, policies of insurance, annuities as is necessary or desirable for the purpose of which this corporation was organized.
(f) Publicize the institutions and causes of the Germans From Russia Heritage Society and to carry on an educational program within said society.
(g) Educate the members of the Germans From Russia Heritage Society, their heirs and descendants and others of the ethnic and cultural heritage of the German peoples who emigrated from Russia to the United States of America, Canada and other countries of the world as well as those who stayed behind and may still live in Russia or countries or provinces that once formed the Soviet Union of Socialist Republics.
(h) Cooperate with the American Historical Society of Germans From Russia and the International Foundation of the AHSGR in attaining the goals and objections common to both the Germans From Russia Heritage Society and the American Historical Society of Germans From Russia as may be identified or approved by the Board of Directors of the Germans From Russia Heritage Foundation.
(i) Do all things incidental, necessary or convenient to support and/or attain the purposes and objectives set out herein.
This corporation shall not engage in activities which are not either charitable or educational in purpose, nor shall it engage in any activities consisting of attempts to influence legislation. No part of the net earnings of the corporation shall inure to the benefit of any member, officer, trustee 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; nor shall any member, officer, trustee or any private individual be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation.
(a) Further, the corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code or corresponding provisions of subsequent Federal tax laws.
(b) Further, the corporation shall not make any investments in any such matters subject to tax under Section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.
(c) Further, the corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.
(d) Notwithstanding any other provisions of these Articles, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by any organization exempt under Section 501 of the Internal Revenue Code, including its regulations as they now exist or may hereafter be amended. Nor shall this corporation make contributions to any organization which does not qualify under the provisions of Section 501 of the Internal Revenue Code, and its regulations as they now exist or may hereafter be amended.
The principal office where this corporation shall be located and from which it will conduct its affairs is:
1125 West Turnpike Avenue, Bismarck, ND 58501‑8032
The registered agent for the corporation at the address listed is Rachel Schmidt
There shall be a Board of Directors composed of eleven (11) members. Vacancies shall be filled by appointment by the Board of Directors for the remainder of the term.
The term of a director shall be three (3) years with three (3) directors elected in each year.
The President of the Germans From Russia Heritage Society and the Librarian/Editor of the Society’s publications shall be ex officio members of the Board with power to vote but ineligible to act as President of this corporation while he/she holds the position of President of GRHS or is the Editor of the Society’s publications.
A nominating committee consisting of three (3) members appointed by the president of this corporation shall make nominations by classes and report to the annual meeting. At least one member nominated for each class shall be a member of a chapter from either another state or Canadian province.
The initial Board of Directors of this corporation shall be eleven (11) persons. The names and addresses of the Board of Directors who shall serve until his/her successors have been elected and qualified are:
Class of 2001
Marvin Eckman; Bismarck, ND
Leo A. Johs; Fargo, ND
Eugene Weidenbach; Scotland, SD
Class of 2003
V. George Dorscher; Calgary, AB, Canada
Clyde Jundt; Pierre, SD
Vern C. Neff; Williston, ND
Class of 2004
Thomas A. Wentz; Minot, ND
Roger Haas; Portland, OR
Herbert H. Kaul; Bismarck, ND
The members of the Board of Directors shall receive no compensation for service as directors, but shall be entitled to receive reimbursement for expenses incurred on behalf of the Foundation. No part of the income of the Corporation shall inure to the benefit of any director, officer of the corporation or any private individual or corporate member hereof, or be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation.
The Board of Directors shall choose from their members a President, a Vice President, a Secretary, and a Treasurer; the latter two positions may be filled by one person. The Board in their discretion may choose an Executive Secretary who shall not be a member of the Board. The Executive Secretary may at the discretion of the Board also serve as Treasurer of the Foundation and shall perform such duties as are designated by the Board, who shall determine his remuneration, if any.
No Capital Stock ‑ Not for Profit Corporation
This corporation shall remain an independent corporation, except that it shall be subject to the actions of the Board of Directors of the Germans From Russia Heritage Society or its members acting at a general convention of its members.
Transfer of Assets in Event of Liquidation
Thus corporation may hold any amount of property coming into its possession for the attainment and support of the objectives of the Germans From Russia Heritage Society and/or as set out therein.
In the event of the dissolution of the corporation, all of its property and affairs shall be liquidated in such manner as the then Board of Directors of this corporation shall deem most advantageous for the corporation.
Proceeds from the liquidation shall be used to pay all debts of the corporation with the balance of all funds and assets to be paid to the Germans From Russia Heritage Society, or its successor non‑profit corporation, if then in existence or to such not for profit corporate entity with similar aims and objectives including the American Historical Society of Germans From Russia Foundation.
The purpose being that the assets of this corporation shall, at all times, be limited to and preserved by a not for profit corporation or foundation committed to carrying out the general purposes for which this corporation is formed.
The name and address of each incorporator is:
Walter H. Rehling – Hebron, ND
Thomas A. Wentz – Minot, ND
Ted J. Becker – Williston, ND
Vern C. Neff – Williston, ND
We, the above ‑ named incorporators, being first duly sworn, state that we each have read these Articles of Incorporation, know the contents thereof and believe them to be true.
Walter H. Rehling
Thomas A. Wentz
Ted J. Becker
Vern C. Neff