MVMRUG Articles of Incorporation

The undesigned, desiring to form a non-profit corporation under Section 1702.01 et seq., Revised Code of Ohio, hereby certifies:

FIRST: The name of the corporation shall be The Midwest VM Regional Users Group (the "Corporation").

SECOND: The place in Ohio where the principal office of the Corporation will be located at 1015 Skyview Dr., West Carrollton, Montgomery County, Ohio, or such other location as may be determined and designated from time to time by the Board of Trustees.

THIRD: The Corporation is organized and shall be operated exclusively as a business league within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States internal revenue law), including the following:

To stimulate the development of, with free interchange of information pertaining to, systems and programming of electronic data processing equipment, including, but not limited to, the VM control program, among the members of this Corporation.

To provide a forum for the exchange of information which will lead to a more efficient utilization of computers by its members and other interested users; and

to do any and all things necessary, convenient or expedient for the furtherance and accomplishment of any of the purposes herein above set forth either alone or in association with other corporations, firms or individuals.

The trustees may receive and accept property, whether real, personal, or mixed, by way of gift, bequest, or devise from any person, trust, corporation or partnership. The trustees may make payments or distributions from income or principal for such purposes of the Corporation as the trustees shall from time to time select and determine.
FOURTH: The following persons shall serve the Corporation as the initial trustees until their successors are elected:
Mr. Al Tokarsky                      (President and Trustee)
Sr. Systems Programmer
Mead Corp. 21st Floor
Courthouse Plaza, N. E.
Dayton, Ohio  45463

Mr. Terry Moore                      (Vice President and
Systems Support Specialist                         Trustee)
The Timken Co.
1835 Dueber Avenue SW
Canton, Ohio  44706

Mr. James E. McCarty                 (Treasurer and Trustee)
Batelle Mem. Inst. Rm 11-6-002
505 King Ave.
Columbus, Ohio  43201-2693

Mr. Ralph Elmerick                   (Secretary and
Technical Systems Specialist                     Treasurer)
The Timken Co.
1835 Dueber Avenue SW
Canton, Ohio  44706

Ms. Lori Walbeck                     (Trustee)
Information Dimensions, Inc.
655 Metro Place South
Dublin, Ohio  43017

Mr. Mark J. Waite                    (Trustee)
Owens/Corning Fiberglas Tech. Ctr.
Building 11-6
Granville, Ohio  43023

Mr. Kim Cooper                       (Trustee)
National Advanced Systems Suite 370
4807 Rockside Road
Independence, Ohio  44131
The number of trustees, which shall not be less than seven (7) altogether with their terms of office, manner of election, removal, change of number, filling of vacancies and of newly created trusteeships, powers, duties and liabilities shall be as prescribed by the Code of Regulations of the Corporation
FIFTH: No part of the net earnings of the Corporation shall inure to the benefit of, or be contributable to, it members, trustees, officers, or 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 Third 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), or political campaign on behalf of any candidate for public office.

SIXTH: Notwitstanding any other provision of these Articles, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law).

SEVENTH: Upon the dissolution of the Corporation, the Board of Trustees shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purpose of the Corporation or to such organization or organizations organized and operated in furtherance of the purposes set forth in Article Third, hereof, and as shall at the time qualify as an exempt organization or organizations under Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law), as the Board of Trustees shall determine. Any of such assets not so disposed of shall be disposed of by the Court of Common Pleas 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 such Court shall determine which are organized and operated exclusively for such purposes.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 7th day of October, 1987.

 
                                   _______________________________
                                   David A. Neuhardt, Incorporator

Original Appointment of Statutory Agent

The undersigned, being at least a majority of the incorporation of The Midwest VM Regional Users Group, hereby appoint Al Tokarsky to be statutory agent upon whom any process notice or demand required or permitted by statute to be served upon the corporation may be served.

The complete address of the agent is: Courthouse Plaza NE, 21st Floor, Dayton, Montgomery County, Ohio 45463.

Date:  October 7, 1987             _______________________________
                                            (Incorporator)
                                   David A. Neuhardt
 
                                   _______________________________
                                            (Incorporator)
 
                                   _______________________________
                                            (Incorporator)

Instructions

1) Profit and non-profit articiles of incorporation must be accompanied by an original appointment of agent. R.C. 1701.04(C), 1702.04(C).
2) The statutory agent for a corporation may be (a) a natural person who is resident of Ohio, or (b) an Ohio corporation or a foreign profit corporation licensed in Ohio which has a business address in this state and is expicitly authorized by its articles of incorporation to act as a statutory agent, R. C. 1701.07(A), 1702.06(A).
3) The agent's complete street address must be given; a post office box number is not acceptable. R.C. 1701.07(C), 1702.06(C).
4) An original appointment of agent form must be signed by at least a majority of the incorporators of the corporation. R.C. 1701.07(B), 1702.06(B).

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Last revised: November 17, 1998 by J. P. Ake