ARTICLES OF INCORPORATION

 OF

GREAT PLAINS HERB GROWERS ASSOCIATION

 

I, the undersigned incorporator, hereby form and establish a not-for-profit corporation under the laws of the State of Kansas.

 

ARTICLE FIRST

 

The name of this corporation is GREAT PLAINS HERB GROWERS ASSOCIATION  (herein­after called the "Corporation").

 

ARTICLE SECOND

 

The location of the Corporation’s registered office in this state is 908 West 20^th Terrace, Lawrence, Douglas County, Kansas 66046.  The resident agent at this address is Robert B. Marshall.

 

ARTICLE THIRD

 

This Corporation is organized not-for-profit, and the objects and purposes to be transacted and carried on by the Corporation are:

 

1.    To foster communication among herb growers, herb buyers, retailers, herbalists, health practitioners and other interested parties; to cultivate, foster and promote interest and participation in the growing and use of herbs; to further the knowledge and safe use of herbs and herbal products; to educate farmers and others about organic cultivation practices for medicinal plants best suited for the Great Plains by region; and to provide collective resources to aid in the production, processing and marketing of organically grown, high quality herbs.

 

2.    To further such objects and purposes, the Corporation shall have and may exercise all the powers conferred by the laws of the State of Kansas upon corporations formed under the laws pursuant to and under which this Corporation is formed, as such laws are now in effect or may at any time hereafter be amended.  Specifically, this Corporation shall have power to acquire, purchase, hold, lease, convey, mortgage and pledge such real and personal property in Kansas, other states of the United States and elsewhere, as shall be necessary or convenient to the transaction of its business and the realization of its objects and purposes.

 

PROVIDED, HOWEVER, that in all events and under all circumstances, and notwithstanding merger, consolidation, reorganization, termination, dissolution, or winding up of this Corporation, voluntary or involuntary or by operation of law, the following provisions shall apply:

 

(a)      This Corporation shall not have or exercise any power or authority either expressly, by interpretation, or by operation of law, nor shall it directly or indirectly engage in any activity that would prevent this Corporation from qualifying (and continuing to qualify) as an organization described in § 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States International Revenue law).

 

(b)      This Corporation shall never be operated for the primary purpose of carrying on a trade of business for profit.

 

(c)      No compensation or payment shall ever be paid or made to any member, officer, director, trustee, creator, or organizer of this Corporation, or substantial contributor to it, except as an allowance for actual expenditures or services actually made or rendered to or for this Corporation; and neither the whole nor any portion of the assets or net earnings, current or accumulated, of this Corporation shall ever be distributed to or divided among any such persons; provided, further that neither the whole nor any part or portion of such assets or net earnings shall ever be used for, accrue to, or inure to the benefit of any member or private individual within the meaning of § 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law).

 

(d)      This Corporation will distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Internal Revenue Code, or corresponding section of any future federal tax code.

 

(e)      This Corporation will not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code, or corresponding section of any future federal tax code.

 

(f)       This Corporation will not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code, or corresponding section of any future federal tax code.

 

(g)      This Corporation will not make any investments in such manner as to subject it to tax under section 4944 of the Internal Revenue Code, or corresponding section of any future federal tax code.

(h)      This Corporation will not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code, or corresponding section of any future federal tax code.

 

3.    Upon the dissolution of this Corporation, the governing body shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational or scientific purposes as shall at the time qualify as an exempt organization or organizations under § 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), as the governing board shall determine.  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.

 

ARTICLE FOURTH

 

The Corporation will not have authority to issue capital stock, and the conditions of membership shall be fixed by resolution of the Board of Directors of the Corporation.

 

ARTICLE FIFTH

 

The Board of Directors shall have all powers granted by Kansas law and statutes.  The number of directors may be increased or decreased from time to time by amendment of the bylaws.

 

ARTICLE SIXTH

 

No director shall be personally liable to the Corporation or its members, if any, for monetary damages for any breach of fiduciary duty by such director as a director.  Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for breach of the director’s duty of loyalty to the Corporation or its members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under the provisions of K.S.A. 17-6424 and any amendments thereto, or (iv) for any transaction from which the director derived an improper personal benefit.  No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to the date when such provision becomes effective.

 

ARTICLE SEVENTH

 

The term for which this Corporation is to exist is perpetual.

 

ARTICLE EIGHTH

 

No member of this Corporation shall benefit financially from the dissolution thereof.  In the event of dissolution of this Corporation, the assets of this Corporation shall be distributed as set forth in ARTICLE THIRD hereof.

 

ARTICLE NINTH

 

The names and residence of the incorporator is:

 

Robert B. Marshall                 908 West 20^th Terrace

Lawrence, KS 66046

 

ARTICLE TENTH

 

The names and residences of the persons who are to serve as directors until their successors are elected and qualified are as follows:

 

[Note:  see list on website for current list of directors]