The undersigned person(s), acting as incorporators of a corporation under the Alaska Non-Profit Corporation Act, AS 10.20.005, et seq., hereinafter the Act, adopt the following Articles of Incorporation:
WE, THE UNDERSIGNED natural persons of the age of nineteen (19) years or more and acting as the General Board of Governors (hereinafter referred to as "Board"), as provided for by the By-laws of World Eskimo-Indian Olympics, Inc. (hereinafter referred to as "corporation"), do hereby adopt the following Amended Articles of Incorporation :
ARTICLE 0NE - Name
The name of the corporation (hereinafter referred to as "WEIO") shall be World Eskimo-Indian Olympics, Inc.
ARTICLE TWO - Powers
This Corporation shall have power and authority to exercise any and all of the powers and authorities granted to, or permitted to be exercised by, a corporation under the provisions of the Nonprofit Corporation Act as said Act now exists, and as it may be amended from to time.
ARTICLE THREE - Duration
The period of WEIO's duration is to be perpetual, unless sooner dissolved pursuant to the Alaska Business Corporation Act and the By-laws of WEIO.
ARTICLE FOUR - Purpose
The purposes for which WEIO is organized are:
4.1 - To manage and stage an annual event known as the World Eskimo-Indian Olympics;
4.2 - To perpetuate and preserve age-old games, athletic or otherwise, dances, and other activities, which are part of the Aleut, Eskimo, Haida, Indian, Tlingit, and Tsimshian people of Alaska;
4.3 - To promote the economic and social customs, arts and crafts, traditional games of skill, strength, agility, and endurance associated with the Alaska way of life;
4.4 - To encourage the practice and teaching of the traditional games of skill and dances of the Alaskan, Siberian, Greenlandic, and Canadian Eskimos, as well as the North American Indians;
4.5 - To sponsor local and inter-community cultural programs featuring events and activities that are in keeping with the traditional gatherings of the Alaska Aleut, Eskimo, Haida, Indian, Tlingit, and Tsimshian;
4.6 - To discourage and overcome prejudice and misunderstanding of all races and promote brotherhood among all.
ARTICLE FIVE - Office and Registered Agent
The physical address of WEIO is 516 2nd Avenue, Suite 321, Fairbanks Alaska 99701; mailing address is Post Office Box 72433 Fairbanks, Alaska 99701.
The name, physical address, and mailing address of WEIO's registered agent is: Kathy Wilson, 2624 Nelson Road, North Pole, Alaska 99705; mailing address is PO Box 72133 Fairbanks, Alaska 99707-2133.
ARTICLE SIX - Board of Governors
6.1 - WEIO Membership and Board of Governors: Membership in this corporation shall be set by the WEIO Board of Governors in the By-Laws.
6.2 - Incorporators: The number constituting the original Board acting also as the Original Incorporators shall be five (5). The names and addresses of those persons on the Board, who shall serve as such time as they are replaced as provided for in the by-laws of WEIO, are as follows:
P.O. Box 100311
Anchorage, Alaska 99510
2652 Scotch Pine
North Pole, Alaska 99705
4783 Drake Street
Fairbanks, Alaska 99709
P.O. Box 61478
Fairbanks, Alaska 99706
P.O. Box 10658
Fairbanks, Alaska 99710
6.3 - Subsequent Board members shall consist of a President, Vice President, Secretary, Treasurer and five (5) Board Members
ARTICLE SEVEN - Indemnification
Every person who is or shall be or shall have been a Governor or Officer of WEIO and his or her personal representatives shall be indemnified by WEIO against all costs and expenses reasonably incurred by or imposed upon him or her in connection with or resulting from any action, suit, or proceeding to which he or she be made a party by reason of his or her being or having been a Governor or Officer of WEIO or of any subsidiary or affiliate thereof, except in relation to such matters as to which he or she shall finally be adjudicated by reason of willful misconduct or negligence in the performance of his or her duty as Governor or Officer. Costs and expenses of actions for which this Article provides indemnification shall include, among other things, attorney's fees, damages, and reasonable amounts paid in settlement.
ARTICLE EIGHT - Assets and Earnings
No part of the net earnings of WEIO shall enure to the benefit of, or be distributed to its Members, Incorporators, Governor, Officers, or other private persons, except that WEIO 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 in Article Three hereof.
ARTICLE NINE - Principle and Income
The principle and income of all property received and accepted by WEIO to be administered shall be utilized to further the purpose and maintain the purposes of Article Three hereof. No property, real, personal or otherwise, by way of a gift, bequest, or device, from any person, firm, trust, foundation, or corporation shall be received and accepted if such gift or gifts is not in condition or within the limitation of the intentions of Article Three hereof.
ARTICLE TEN - Alien Affiliation
WEIO nor any affiliate of WEIO is a nonresident alien or a corporation whose place of incorporation is outside the United States of America.
ARTICLE ELEVEN - BYLAWS
The initial Bylaws for the management of the affairs of the Corporation shall become effective as approved by the above named members of the first Board of Governors. Thereafter the Bylaws may be amended or repealed in the manner set forth in the Bylaws; provided that any provision of the Bylaws requiring action by a super-majority of the Board of Governors or members may be amended or repealed only by the same super-majority of directors or members.
ARTICLE TWELVE - Corporate Dissolution
12.1 - WEIO is organized under purposes as defined under section 501(c) (3) of the Internal Revenue Code.
12.2 - Notwithstanding any other provision of these Articles, WEIO shall not be engaged in any activities not permitted by an organization exempt from Federal Income Tax under 501 (c) (3) of the Internal Revenue Code.
12.3 - Upon the dissolution of WEIO, and after paying or adequately providing for the debts and obligations amassed by WEIO, the remaining assets shall be distributed to a nonprofit fund, foundation, or corporation which has established it exempt status under section 501 (c) (3) of the Internal Revenue Code.