INTERNATIONAL TRITICEAE CONSORTIUM

Articles of Incorporation

 

We, the undersigned natural person all being of the age of eighteen years or more, acting as incorporators under the Utah non-Profit Corporation and Cooperative Association Act, adopt the following Articles of Incorporation for such Corporation:

Article 1. Name

The name of the corporation is The International Triticeae Consortium

Article 2. Duration

The period of duration of this corporation is perpetual.

Article 3. Purpose

The specific purposes for which the corporation has been formed are:

  1. To act and cooperate exclusively as a nonprofit corporation pursuant to the laws of the State of Utah, and to act and operate as a charitable organization in promoting research relating to the Triticeae by promoting regular meetings of those engaged in such research,
  2. To engage in any and all activities and pursuits, and to support or assist such other organizations, as may reasonably be related to the forgoing and following purposes.
  3. To engage in any and all other lawful purposes, activities, and pursuits, which are substantially similar to the foregoing and which are or may hereafter be authorized by Section 501(c) (3) of the Internal Revenue Code and are consistent with those powers described in the Utah Nonprofit Corporation and Cooperation Association Act, as amended and supplemented.
  4. To solicit and receive contributions, purchase, own and sell real and persona property, to make contracts, to invest corporate funds, to spend corporate funds for corporate purposes, and to engage in any activity "in furtherance of, incidental to, or connected with any of the other purposes".
  5. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered to the corporation and to make payments and distributions in furtherance of the purposes set forth herein.
  6. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office except as authorized under the Internal Revenue Code of 1954, as amended.
  7. The corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under 501( c)(3) of the Internal Revenue Code of 1854, as amended (or the corresponding provision of any future United States Internal Revenue law).

Article 4. Members/Stock

The corporation shall not have any class of members or stock.

Article 5. Bylaws

Provisions for the regulation of the internal affairs of the corporation shall be set forth in the By-laws.

Article 6. Trustees

The number of trustees of this corporation shall be three, or more than three, as fixed from time to time by the By-laws of the Corporation. The number of trustees constituting the present Board of Trustees of the Corporation is 3, and the names and address of the persons who are to serve as trustees until their successors are elected and shall qualify are Mary E. Barkworth, Roland von Bothmer, and Abdullah Jaradat.

Article 7. Incorporators.

The names and addresses of the incorporators are:

Mary E. Barkworth, 397 Lauralin Drive, Logan, Utah 84321-4362, U.S.A.

 Prof. Roland von Bothmer, Department of Plant Breeding Research, Swedish University of Agricultural Sciences, S-26831 Svalöv, SWEDEN

 Dr. Abdullah A. Jaradat, c/o ICARDA, P.O. Box 5466, Aleppo, SYRIA

Article 8. Registered office and agent

The address of the corporation's initial registered office shall be:

 International Triticeae Consortium, 397 Lauralin Drive, Logan, Utah, 84321-4362

Such office may be changed at any time by the Board of Trustees without amendment of these Articles of Incorporation. The corporation's initial registered agent at such address shall be: Mary Barkworth

 I hereby acknowledge and accept appointment as corporate registered agent: [original signed]

Article 9. Principal place of business

The principal place of business of this Corporation shall be 397 Lauralin Drive, Logan, Utah 84321-4362. The business of the this Corporation may be conducted in all counties of the State of Utah, and in all states of the United States, and in all territories thereof, and in all foreign countries as the Board of Trustees shall determine.

Article 10. Distributions

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its trustees, officers, or any other private persons, except that the 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 in Article 3 hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Articles of Incorporation, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501©(3) of the Internal Revenue Code, as amended or supplemented, or (b) by a corporation, contributions to which are deductible under Section 170© (2) of the Internal Revenue Code, as amended or supplemented.

Article 11. Dissolution

Upon the distribution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501© (3) of the Internal Revenue Code, as amended or supplemented, or shall be distributed to the federal government or to a state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the corporation 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.

In witness whereof, we, Mary Barkworth, Roland von Bothmer, and Abdullah Jaradat, have executed these Articles of Incorporation in duplicate and say:

That they are all incorporators herein: that they have read the above and foregoing Articles of Incorporation; know the contents thereof and that the same is true to the best of their knowledge and belief, excepting as to matters herein alleged upon information and belief and as to those matters they believe to be true. [original signed]