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Friends of Ludlow Auditorium 1 Whispering Pines • Ludlow, VT 05149 Tel (802) 228-7239 • email: info@fola.us [a 50l (c)(3) organization]
"Our purpose is to promote the use of the Ludlow Auditorium for the benefit and entertainment of the people of Ludlow, the surrounding Black River area, and its visitors"
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Incorporation &
Legal
FRIENDS OF LUDLOW AUDITORIUM, INC. ARTICLES OF INCORPORATIONINCORPORATED IN VERMONT, SEPTEMBER 29, 2009
Section 1. PURPOSE - The purpose of Friends of Ludlow Auditorium, Inc. (“FOLA”) is to encourage the use of the renovated Ludlow Town Hall auditorium for all appropriate forms of performing arts and educational purposes, as determined by the FOLA Board of Directors in keeping with the Town of Ludlow’s interests, for the benefit, entertainment and education of the residents and visitors of Ludlow and the surrounding area. Political activities will be limited to candidate debates and nonpartisan voter education. The purpose of FOLA is intended to be limited to “charitable” purposes defined in section 501(c)(3) of the Internal Revenue Code. FOLA may act as the agent to engage activities when appropriate. FOLA’s Employer Identification Number is 27-0980221.
Section 2. DIRECTOR QUALIFICATIONS AND TERMS - FOLA will be managed by a Board of Directors of five to nine members elected by the Board of Directors through the formation period ending in January 2011 and thereafter duly elected to three year terms by the membership. Director qualifications will include active participation in Ludlow, Vermont not-for-profit organizations and/or skills associated with stage productions. The chair of the Board of Directors will be elected by the Board of Directors through the formation period ending in January 2011 and thereafter duly elected for a one year term by the membership. Directors are to be appointed by the Board of Directors to serve as Treasurer and as Secretary during the formation period ending in January 2011 and thereafter duly elected for one year terms by the membership. Election of new and expired-term Directors will occur annually in January. Directors’ insurance may be provided by FOLA. Board of Director meetings may be conducted in person or via telephone and/or email. Organizational and procedural matters not addressed in these Articles of Incorporation may be determined by the Board of Directors.
Section 3. FISCAL YEAR- The fiscal year of FOLA is the calendar year.
Section 4. MEMBERSHIP - All Ludlow and Black River area residents and property owners are invited each year to become individual or family members of FOLA. All members will be invited to the annual meeting in January of each year and to such other meetings of the membership as may be called. Meetings will be conducted in accordance with Roberts Rules of Order, as revised.
Section 5. COMPENSATION - Directors serve without remuneration of any type. Expenses incurred by Directors for FOLA purposes may be reimbursed by the Board of Directors following submission of suitable receipts. FOLA does not intend to have employees in the foreseeable future. No pension or other plans designed to reward Directors for their service will be implemented.
Section 6. ASSET TRANSFERS - Fundraising receipts may be used by FOLA to acquire physical assets used in conjunction with stage productions. FOLA intends to promptly transfer the ownership of any such physical assets to the Town of Ludlow.
Section 7. DISSOLUTION - Upon the dissolution of FOLA, all assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government (such as Ludlow, Vermont) for a public purpose.
These Articles were originally adopted by the FOLA Board of Directors on August 23, 2010: Signatures of FOLA Board of Director members: Board Chairman, Ralph Pace FOLA Treasurer, Bruce Farr
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