A0736804
06c[d-1?l
RESTATEDARTICLES
ARTICLESOF
OFINCORPORATION
INCORPORATION
RESTATED
fiLED
Secretary of S
tate
State of Califo
rnia
DEC 2 4 2012
OF
OF
UNIVERSITY STUDENT
STUDENT UNION
UNION OF
OF CALIFORNIA
CALIFORNIA STATE
STATEUNIVERSITY,
UNNERSITY,NORTHRIDGE
NORTHRIDGE
UNIVERSITY
Theundersigned
undersignedcertify
certifythat:
that:
The
They are
are the
the Chair
Chair of the Board and the Secretary, respectively,
respectively, of
of UNIVERSITY
UNNERSITY STUDENT
STUDENT
I. They
1.
UNION
UNION OF CALIFORNIA STATE
STATE UNIVERSITY,
UNNERSITY, NORTHRIDGE,
NORTHRIDGE, aa California
California nonprofit
nonprofit
corporation.
corporation.
2.
Incorporation of
are amended
amended and
and restated
read as
2. The
The Articles
Articles of
of!ncorporation
of the
the corporation
corporation are
restated to
to read
as follows:
follows:
ONE:
ONE: The
The name
name of
of the
the Corporation
Corporation is
is UNIVERSITY
UNNERSITY STUDENT
STUDENT UNION
UNION OF
OF CALIFORNIA
CALIFORNIA
STATE
STATE UNIVERSITY,
UNIVERSITY,NORTHRIDGE.
NORTHRIDGE.
TWO:
is not
not organized
organized for
for the
TWO: This
This Corporation
Corporation is
is a Nonprofit
Nonprofit Public Benefit
Benefit Corporation
Corporation and
and is
the
private gain of any
any person.
person. ItIt is
is organized
organized under the nonprofit
nonprofit Public
Public Benefit
Benefit Corporation
Corporation Law
Law
for charitable purposes.
purposes.
This
THREE
ThisCorporation
Corporationisis organized
organizedexclusively
exclusively for
for charitable,
charitable, scientifi
scientific,
c, literary, or
THREE:
educational purposes,
purposes, within the meaning
meaning of Section
Section 50
501I (c) (3) of the Internal Revenue
Revenue Code of
of
1986 or
or the
the conesponding
conesponding provision
provision of any
any future
future United
United States internal
internal revenue law.
Notwithstanding any
any other
other provision
provision of
of these
these Articles,
Articles, this
this Corporation
Corporation shall
Notwithstanding
shall not,
not, except
except to
to an
an
insubstantial degree,
degree, engage
engage in
in any
any activities
activities or
or exercise
exercise any
any powers
powers that
that are
are not
insubstantial
not in
in furtherance
furtherance of
of
the purposes
purposes of
of this
this Corporation,
Corporation, and
and the
the Corporation
Corporation shall
shall not
not carry
carry on
on any
the
any other
other activities
activities not
not
permitted to
to be
be carried
carried on
on (a)
(a) by
by aa corporation
corporation exempt
exempt from
from federal
federal income
income tax
tax under
permitted
under Section
Section 501
501
(c) (3)
(3) of
of the
the Internal
Internal Revenue
Revenue Code
Code of
of 1986
1986 or
or the
the corresponding
corresponding provision
provision of
(c)
of any
any future
future United
United
States internal
internal revenue
revenue law,
law, or
or (b)
(b) by
by aa corporation,
corporation, contributions
contributions to
to which
which are
States
are deductible
deductible under
under
Section
170
(c)
(2)
of
the
Internal
Revenue
Code
of
1986
or
the
corresponding
provision
of
Section I 70 (c) (2) of the Internal Revenue Code of 1986 or the corresponding provision of any
any
future United
United States
States internal
internal revenue
revenue law.
law.
future
The
FOUR:
The Corporation
Corporation shall
shall have
have no
no members
members as
as that
that term
term is
is defined
defined in Section of
FOUR:
5056 of
of the
the California
California Corporations
Corporations Code,
Code,ororininany
anysuccessor
successorstatue
statuethereto.
thereto. Any Corporate
5056
action which
which would
would otherwise
otherwise require
require approval
approval by
by aa majority
majority of
of all
all members
members or
or approval
approval by
by the
action
the
membersof
of the
theCorporation
Corporationshall
shallrequire
requireonly
onlyapproval
approvalof
ofthe
theBoard
Boardof
ofDirectors.
Directors.
members
FIVE:
No
FIVE: a)
a)
No substantial
substantial part
part of
of the
the activities
activities of
of this
this Corporation
Corporation shall
shall consist of lobbying
or propaganda,
propaganda, otherwise
otherwise attempting
attempting to
to influence
influence legislation,
legislation, except
except as
as provided
provided in Section 501
501
or
(h) of
of the
the Internal
Internal Revenue
Revenue Code
Code of)
of 1986,
and this
this Corporation
Corporation shall
shall not
not participate
participate in or
(h)
986, and
interveneinin(including
(includingpublishing
publishingorordistributing
distributingstatements)
statements)
any
political
campaign
behalf
intervene
any
political
campaign
on on
behalf
of
of any
candidate
public
office
except
otherwiseprovided
providedininSection
Section501
501(h)
(h) of
of the
the Internal
Internal
any
candidate
for for
public
office
except
as as
otherwise
RevenueCode
Codeof
of 1986.
1986.
Revenue
b)
All
Corporate property
irrevocably dedicated
purposes set
in
b)
All Corporate
property is
is irrevocably
dedicated to
to the
the purposes
set forth in
Article
earnings of
of this
this Corporation
Corporation shall
shall inure
inure to
to the
the benefit
benefit
Article THREE,
THREE, above.
above. No
Nopart
part of
of the
the net earnings
of any
anyof
ofits
itsdirectors,
directors,trustees,
trustees,
officers,
private
shareholder,
or to individuals.
officers,
private
shareholder,
or to individuals.
Upon the winding
winding up
up and
and dissolution
dissolution of
of the
the Corporation
Corporation after
after paying
paying or
or
c) Upon
adequately
providing for
for the
the debts,
adequately providing
debts, obligations,
obligations, and
and liabilities
liabilities of the
the Corporation,
Corporation, all net
net assets,
assets,
other
than
trust
funds,
shall
be
distributed
to
a
successor
approved
by
the
President
of
California
other than trust funds, shall be distributed to a successor approved by the President of California
State University,
and by
University, Northridge,
Northridge, and
by the
the Chancellor
Chancellor ofofThe
TheCalifornia
CaliforniaState
StateUniversity.
University. Such
Such
(c) (3)
successor
shall have
status under
under Section
Section 501
50 I (c)
successor shall
have tax-exempt
tax-exempt status
(3) of
of the
the Internal
Internal Revenue
Revenue Code
Code of
of
1986 (or
the
corresponding
provisions
of
any
future
United
States
internal
revenue
law)
and
under
(or the corresponding provisions
any future United States internal revenue law) and under
Section 2370ld
23701d of
of the
the California
California Revenue
Revenue and
and Taxation
Taxation Code,
Code, or
or the
the corresponding
corresponding section
section of
of
Section
any
futureCalifornia
Californiarevenue
revenue
and
any future
and
taxtax
law.Jaw.
SIX: This
This Corporation
Corporation elects
elects to be
be governed
governed by
by all
all ofof the
theprovisions
provisions ofof the
theNonprofit
Nonprofit
SIX:
rporation
Law
of
1980
not
otherwise
applicable
to
it
under
Part
5.
Co
Corporation Law of 1980 not otherwise applicable to it under Part 5.
3.
foregoing amendment
amendment and
and restatement
restatement ofofAiticles
Articlesof of
Incorporationhashas
been
approved
The foregoing
Incorporation
been
dulyduly
approved
3. The
by
the
Board
of
Directors.
by the Board of Directors.
The corporation
corporationhas
hasnono
members.
4.
members.
4. The
We further
State
of California
thatthat
the the
matters
set set
We
further declare
declare under
under penalty
penalty of
of perjury
perjury under
underthe
thelaws
lawsofofthethe
State
of California
matters
forth
in
this
certificate
are
true
and
correct
of
our
own
knowledge.
forth in this certificate are true and correct of our own knowledge.
DATE:
Sabrina Lockey, Chair of the Board
Debra L. Hammond, Secretary
I IMoreby ca<tify tllat thu fol89olng
tmnscript of
i:> a full, true and COne<.t
of the
original rooord in !ho CU$!ody of the
CaiWomia Sec!mry of Slll!a's offioe.
JAN 2 5 2013
f/
Of!SRA BOWEN, Secretary of Slate