ARTICLES OF ASSOCIATION
for the
INTERNATIONAL FIDONET ASSOCIATION
Be it known that we, the suscribers, do hereby associate
ourselves as a body politic and corporate pursuant to the
statute laws of the State of Missouri regulating the
formation and organization of corporations without capital
stock and the following are our Articles of Association:
I. The name of our corporation shall be the International
FidoNet Association also known as "IFNA". The corporation
commenced its corporate existence as the International
FidoNet Association, when its Articles of Association were
approved by the Secretary of the State of Missouri on August
13, 1986. The original Articles of Association were
subscribed by Kenneth H. Kaplan, Sally R. Kaplan, and Mark
S. Rubin.
II. The period of duration of the corporation is perpetual.
III. The address of its initial Registered Office in the State of
Missouri is: 120 S. Central, Suite 1400, St. Louis, Missouri
63105 and the name of its initial Registered Agent at said
address is: Mark S. Rubin. The mailing address is: PO Box
41143, St. Louis, Missouri 63141.
IV. The purposes for which our corporation is formed are the
following:
A) the promotion of interest in telecommunications and
experimentation;
B) the establishment of telecommunication networks to provide
publicly accessable and publicly available electronic
communications;
C) the furtherance of the public welfare;
D) the advancement of telecommunications art the fostering of
education in the field of electronic communication;
E) the promotion and conduct of research and development to
further the development of electronic communication;
F) the dissemination of technical, educational, and scientific
information relating to electronic communication;
G) the printing and publishing of documents, books, magazines,
newspapers and pamphlets necessary or incidental to any of
the above purposes.
H) No part of the assets or income of our corporation shall
inure to the benefit of or be distributable to the members,
the officers, or any of them, or to other private persons
except that our corporation shall be authorized and
empowered to pay reasonable compensation for services
rendered and to make payments and distributions in
furtherance of the purposes set forth herein.
V. The affairs of the Corporation shall be governed by a Board
consisting of Directors as defined in the By-Laws. Each
Director shall be elected for terms of two years by the
members eligible to vote. Half of the Directors shall be
elected for terms beginning on even numbered years and half
shall be elected for terms beginning on odd-numbered years.
Election of Directors shall be in accordance with the rules
and regulations prescribed in the By-Laws. The Board shall
meet at least once annually at times and places as provided
in the By-Laws. Special meetings of the Board shall be
called by the Chair of the Board upon written request of at
least one-half of the membership of the Board as then
constituted.
VI. During the intervals between meetings of the Board of
Directors, the affairs of the Corporation shall be
administered by an Executive Committee consisting of the
President, four Directors selected by the Board of
Directors, and, without vote, the Vice President and Vice
President - Technical Coordinator. The term of office for
the Executive Committee members shall be for one year or
until their successors are elected. The Executive Committee
shall meet at the call of the President, but no less often
than quarterly. The Executive Committee may in its
discretion submit for determination or decision by members
of the Board of Directors any proposal pending before the
Executive Committee. When such submission is made, it shall
be in precise terms embodying the text of the proposed
resolution. Such action shall be binding upon the Executive
Committee.
VII. A vacancy in the Board of Directors shall be deemed to occur
upon the death, resignation, recall, move of permanent
residence outside the consituency from which elected, or
refusal to act of any director. Upon the occurrence of such
vacancy, the Secretary shall proclaim it, and thereafter the
duties of the Director shall be assumed by the Alternate,
and the Alternate shall hold the office of Director for the
remainder of the term for which he was appointed Alternate.
Should the office of Alternate be vacant, the vacancy shall
be filled by appointment by the Board of Directors. The
Alternate shall also serve as Director at any meeting of the
Board of Directors which the Director is unable to attend.
VIII. The officers of the Corporation shall be a President, a Vice
President, Vice President - Technical Coordinator, a
Secretary, and a Treasurer, who shall be elected by a
majority of the Directors at the Annual Meeting.
IX. These articles may be amended by the three-fourths vote of
all directors, or, provided due notice of the proposed
amendment shall have been sent to each director at least
thirty days in advance, by a two-thirds vote of all
directors.
X. The membership of IFNA shall consist members as defined in
the By-Laws. The membership shall by appropriate By-Laws
specify the requirements for membership and classes of
membership provided, however, that the membership shall not
terminate or reduce the rights of any member except for the
lapse or termination of a condition now required as
precedent to the exercise of such rights. Nothing herein
contained shall preclude the Board of Directors from
expelling a member upon good cause shown and after notice
and an opportunity to be heard.
XI. No person shall be eligible to serve in any of the
positions or offices of Director, Alternate, President, Vice
President, Secretary, Treasurer, or Vice President - Technical
Coordinator, whose service in any such capacity would:
A. Violate any applicable law, statute, ruling or
regulation of the State of Missouri or the United States
of America, or of the country of domicile of such person; or
B. Jeopardize the non-profit or tax-exempt status of IFNA, as
defined by the laws, statutes, rulings or regulations of the
State of Missouri or the United States of America; or
C. Amount to, create or continue a conflict of interest between
the activities, aims or purposes of IFNA and such person's private
financial interests or such interests of any of such person's
employer, family or relations. Each person nominated or elected
to any such position or office shall have an affirmative and
continuing obligation to disclose fully any fact or circumstance
which is or could be considered in any way to amount to, create
or continue any such conflict of interest. As long as any
person nominated for or holding any of the enumerated
positions or offices shall have made a disclosure of and
fairly presented all of the facts and circumstances, the
existence of a financial interest in some product or service
that might be or is used, approved for use or acquired by IFNA
shall not, absent any abuse of that person's position or office,
constitute a conflict of interest.
XII. Upon the dissolution of our corporation, the Board of
Directors shall, after paying or making provision for the
payment of all of the liabilities of our corporation,
dispose of all of the assets of our corporation exclusively
for the purposes of our corporation in such manner, or to
such organization or organizations organized and operated
exclusively for charitable, educational, religious, or
scientific purposes as shall at the time qualify as an
exempt organization or organizations under Section 501(c)(3)
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 disposed of by a court of
competent jurisdiction of the county in which the principle
office of our coporation is then located, exclusively for
such purposes or to such organization or organizations, as
said court shall determine, which are organized and operated
exclusively for such purposes.