AS Articles of Incorporation and Amendments

May 18, 1962
433568
Filed
In the office of the Secretary of State
May 29, 1962
Frank M. Jordan, Secretary of State

Articles of Incorporation of the Associated Students of Sonoma State College

We, the undersigned, being the President and Secretary of the Associated Students of Sonoma State College, an unincorporated association, and being two natural persons of lawful age, pursuant to authorization first had and obtained from said association, adopt the following Articles of Incorporation under the provisions of the General Nonprofit Corporation Law of the State of California

FIRST:

The name of this corporation is: ASSOCIATED STUDENTS OF SONOMA STATE COLLEGE

SECOND:

The specific and primary purpose for which said corporation is formed are:

  1. To engage in educational and charitable plans, programs, and activities, and in connection therewith to provide for the educational, recreational, and social welfare and advancement of its members;
  2. To foster and develop character building and good citizenship;
  3. To establish, acquire, maintain and operate any and all businesses at a profit, or otherwise, incidental to the main purposes of the corporation or other buildings, establishments, club houses, theaters, athletic plants or establishments of any and every type, kind and structure necessary to carry on the purposes, functions and activities of this corporation;
  4. To associate or affiliate with, join or become a member of any local, state, national or international associations, groups or societies whose purposes, ideals, functions, and activities are the same or su substantially the same as this corporation,
  5. To take, receive and accept gifts, devises, bequests, donations, contributions, endowments, trusts, foundations, or other funds, grants and advances of property, whether real, personal or mixed and whether limited or unlimited for particular uses o r purposes, or otherwise, from persons, firms, corporations, associations, societies or governmental agencies and to administer the same for the particular purposes or for its own unlimited use;
  6. To buy, own, hold, lease, rent, sell, transfer, assign, convey, mortgage, pledge, encumber and hypothecate, or otherwise, handle, receive or deal in, properties of all kinds (including stocks, bonds and evidences of indebtedness) whether real, personal or mixed and wheresoever situated; as principal, agent, or otherwise;
  7. To borrow money or other property, and to secure the payment thereof by promissory notes, mortgages, deeds of trust, bonds or otherwise; to lend money or other property of this corporation upon security or otherwise;
  8. To act as partner or joint venture or in any other legal capacity in any transaction;
  9. To act as trustee, to the extent permitted by law, under any trust incidental to the principal objectives and purposes of this corporation and to receive, hold, administer and expend funds and properties in accordance with and subject to any such trusts,
  10. To engage in any other lawful activity related or unrelated to those described in clauses (a) through (i) of this Article Second and from time to time authorize or approved by the Board of Directors of this corporation;
  11. To exercise and enjoy all rights, powers and privileges granted from time to time to corporations of this character by law; and
  12. To conduct its business anywhere in the world.

The foregoing statement of purposes shall be construed as a statement of both purposes and powers and the purposes and powers in each case shall not be limited or restricted by reference to or inference from one another but each purpose clause shall be regarded as independent purposes and powers.

THIRD:

This corporation does not contemplate the distribution of gains, profits, or dividends to the members thereof and is organized pursuant to the General Nonprofit Corporation Law of the State of California. Upon dissolution or winding up of this corporation, all assets shall be distributed for such charitable uses and purposes as the members shall designate by a two-thirds vote; otherwise such assets shall be disposed of for such charitable purposes and in such manner as may be directed by decree of the proper court of the County in which this corporation then has its principal office upon petition therefore by any person or by the attorney general of the State of California; provided, however, that no transfer of assets to success organization shall be affected by this provision concerning dissolution.

FOURTH:

The principal office of the corporation for the transaction of business is located in the County of Sonoma, State of California.

FIFTH:

This corporation is the incorporation of the existing unincorporated association known as the Associated Students of Sonoma State College.

SIXTH:

The number of directions of this corporation shall be seventeen and shall not be changed by the by-laws to exceed twenty-five (25) nor to be less than three (3). The directors shall be drawn from the members of this corporation and at least three directors shall be members of the faculty and/or administrative staff of Sonoma State College appointed to the board by the president or acting president of the College.

The names and addresses of the person who are to act as the first directors and until the selection and qualification of their successors are as follows:

  1. Ellamae Riddell, President 1006 Michigan Drive, Santa Rosa, California.
  2. Robert Parker, 4068 Haney Drive, Santa Rosa, California.
  3. Marilyn Dailey, c/o Sonoma State College 265 College View Drive, Rohnert Park, California.
  4. Mary Breshears, 1811 Albany Drive, Santa Rosa, California.
  5. Gene Luttrell c/o Sonoma State College 265 College View Drive, Rohnert Park, California.
  6. William J. Wehbey c/o Sonoma State College 265 College View Drive, Rohnert Park, California.
  7. Linda Lynn 1265 Pacific Avenue, Santa Rosa, California.
  8. Richard Gardiner c/o Sonoma State College 265 College View Drive, Rohnert Park, California.
  9. Kenneth Mc Gee c/o Sonoma State College 265 College View Drive, Rohnert Park, California.
  10. Dr. Dorothy Overly c/o Sonoma State College 265 College View Drive, Rohnert Park, California.
  11. Dr. Wright Putney c/o Sonoma State College 265 College View Drive, Rohnert Park, California.
  12. Dr. George McCabe c/o Sonoma State College 265 College View Drive, Rohnert Park, California.

SEVENTH:

All registered students of Sonoma State College who have paid their student activity fee shall be members of this corporation. The definition of students, the various classes of membership, if any, and provision for non-student members, if any, shall be as provided by the By-Laws of this corporation.

In witness whereof, the undersigned, designated and authorized presiding officer and secretary, respectively, of the Associated Students of Sonoma State College, have executed the Articles of Incorporation as such officers, pursuant to authority first had and obtained from said unincorporated association, this 17th day of May, 1962.

Signed by Ellamae Riddell, President
Signed by Marilyn Dailey, Secretary

-------------------------------------

Articles of Incorporation Associated Students of Sonoma State College

STATE OF CALIFORNIA ]
] ss.
COUNTY OF SONOMA ]

On his 17th day of May, 1962, before me, Lawrence S. Swenson, a Notary Public in and for the County of Sonoma, State of California, duly commissioned and sworn, personally appeared Ellamae Riddell and Marilyn Dailey, known to me to be the President and Secretary, respectively, of the unincorporated association described in the within instrument and also known to me to be the person who executed the within instrument on behalf of the said association therein named, and acknowledged to me that they had executed said instrument on behalf of said association.

IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal in the County of Sonoma the day and year in this certificate first above written.

Signed by “Lawrence S. Swenson”, Notary Public My Commission Expires: July 23, 1962

-------------------------------------

Articles of Incorporation Associated Students of Sonoma State College

STATE OF CALIFORNIA ]
] ss.
COUNTY OF SONOMA ]

The undersigned, Ellamae Riddell and Marilyn Dailey, being first duly sworn on oath, deposes and say:

1. That they now are and at all times herein mentioned have been The duly elected and acting President and Secretary, respectively, of Associated Students of Sonoma State College, an unincorporated association, that they are the subscribing officers of the Articles of Incorporation attached hereto and that they subscribed the same as the presiding officer and secretary, respectively, of said association.

2. That said association has duly authorized this incorporation; and

3. That said association has authorized the undersigned officers to execute the attached Articles of Incorporation.

We certify under penalty of perjury the foregoing Affidavit to be true and correct.

IN WITNESS WHEREOF, the undersigned, have set their hands this 17th day of May, 1962, at Sonoma State College, Sonoma County, California.

Signed by Ellame Riddell
Signed by Marilyn Dailey

-------------------------------------

Filed
In the office of the Secretary of State
Of the State of California
Oct 2, 1968
Frank M. Jordan, Secretary of State
Signed by Ralph D. Martinez
Deputy
433568

Certificate of Amendment Of Articles of Incorporation

Terry Brennan and Ellen Johnson Certify:

  1. That they are the president and secretary, respectively, of ASSOCIATED STUDENTS OF SONOMA STATE COLLEGE, a California corporation.
  2. That at a meeting of the board of directors of said corporation, duly held at Rohnert Park, California, on June 7,1968, the following resolution was adopted:

"RESOLVED, that Article Second of the Articles of Incorporation be, and the same hereby is; stricken from the Articles of Incorporation of this corporation and the following paragraph is added in its place;" "SECOND: The purposes of this corporation are:

  1. The specific and primary purpose is to promote the welfare of the students of Sonoma State through educational, and charitable plans, programs and activities,
  2. The general purposes are:
    1. To acquire and operate such facilities as are necessary and convenient for the furtherance of the primary purposes of the corporation.
    2. To associate or affiliate with, join, or become a member of any association, groups or societies whose purposes, ideals, functions and activities are the same or substantially the same as this corporation.
    3. To take, receive and accept gifts, devises, bequests, trusts, or other funds, grants and advances of property of any kind.
    4. To act as partner or joint venturer in any transaction which is necessary or appropriate to the furtherance of the primary purpose of this corporation.
    5. To act as trustee, to the extent permitted by law, u der any trust necessary or appropriate to the furtherance or the primary purpose of this corporation, and pursuant thereto to hold, administer and expend funds and properties according to the terms of such trust.
    6. To engage in any other lawful activity which is necessary or appropriate to the attainment of the primary purpose of this corporation and from time to time authorized or approved by the board of directors of this corporation.
    7. To conduct its business anywhere in the world. Notwithstanding any of the purposes' and powers set forth here this corporation may engage only to an insubstantial extent in activities which in themselves are not in furtherance of its primary purpose as set forth in subparagraph (a) of this Article Second.”
  3. That at a meeting of the members of said corporation, duly held at Rohnert Park, California, on June 7, 1968, a resolution was adopted, and that wording of the amended article as set forth in the members’ resolution is the same as that set forth in the directors’ resolution in Paragraph 2 of this certificate.
  4. That the number of members who voted affirmatively for the adoption of said resolution is 13, and that the number of members constituting a quorum is 12.

Signed by Terry Brennan, President
Signed by Ellen Johnson, Secretary

Each of the undersigned declares under penalty of perjury that the matters set forth in the foregoing certificate are true and correct, Executed at Rohnert Park, California, on June 7, 1968.

Signed by Terry Brennan, President
Signed by Ellen Johnson, Secretary

Fredricks & Swenson Attorneys at Law
PO Box 1068 Rohnert Park, California 94928
Phone: (707) 795-5485

---------------------------------------

Sonoma State University Associated Students
A259972
433568
Filed In the Office of the Secretary
Of the State of California
August 22, 1983
March Fong Eu, Secretary of State
Signed by James E Harris
Deputy

Certificate of Amendment to Articles of Incorporation

And certify that:

  1. They are the President and Secretary, respectively, of I the Associated Students of Sonoma State College, a California corporation
  2. Article Third: of the Articles of Incorporation of this corporation is amended to read as follows: Notwithstanding any other provisions of these Articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 5Ol(c)(3) of the Internal Revenue Code of 1954. This corporation does not contemplate the distribution of gains, profits or dividends to the members thereof, and is organized pursuant to the General Nonprofit Corporation Law of the State of California. "Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to a nonprofit fund, exclusively for charitable, educational; or religious and/ or scientific purposes and which has established its tax exempt status under Section 501 (c) (3) of the Internal Revenue Code. The successor nonprofit fund, foundation, or corporation shall be approved by the President of the Campus and the Board of Trustees."
  3. Article Fifth: of the Articles of Incorporation of this corporation is hereby stricken.
  4. Article FIRST of the Articles of Incorporation of this corporation is amended to read as f ollows: ‘ The name of this corporation is ASSOCIATED STUDENTS OF SONONOMA STATE UNIVERSITY’”.
  5. The foregoing amendments of Articles of Incorporation as well as the name change have been approved by the Board of Directors.
  6. That the foregoing amendments of Articles of Incorporation have been duly approved by the required vote of members.

Signed by Gary Sandy, President
Signed by Bruce A Gwynne, Secretary

Each of the undersigned declare under penalty of perjury that the matters set forth in the foregoing certificate are true to their own knowledge. Executed at Rohnert Park, California, on November 11, 1982.

Signed by Gary Sandy, President
Signed by Bruce A. Gwynne, Secretary

Seal/Stamp of the office of the Secretary of State affixed

----------------------------

Associated Students Sonoma State University
0433468
A0745351
Filed
Secretary of State
State of California
1 pc Aug 26, 2013
Initialed by LBO/JDM

Certificate of Amendment of Articles of Incorporation

The undersigned certify that:

  1. They are the president and the secretary, respectively, of Associated Students of Sonoma State University, a California corporation.
  2. Article THIRD of the Articles of Incorporation of this corporation is amended to read as follows: Notwithstanding any other provisions of these Articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986. This corporation does not contemplate the distribution of gains, profits, or dividends to the members thereof, and is organized pursuant to the General Non-Profit Law of the State of California. Upon the winding up and dissolution of the Corporation after paying or adequately providing for the debts, obligations, and liabilities of the Corporation, all net assets, other than trust funds, shall be distributed to a successor approved by the President of Sonoma State University, and by the Chancellor of The California State University. Such successor shall have tax-exempt status under Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States internal revenue law) and under Section 23701 d of the California Revenue and Taxation Code, or the corresponding section of any future California revenue and tax law.
  3. The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors.
  4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of the members.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

DATE: August 14, 2013
Signed by MacKenzie Hart, President
Signed by Anthony Gallino, Secretary