The present corporate name (prior to any change effected by this restatement) is: National Institute of Governmental Purchasing, Inc., and the corporation's principal office is in Milwaukee County, Wisconsin.
The following Restated Articles of Incorporation, duly adopted pursuant to the authority and provisions of Chapter 181 of the Wisconsin Statutes, supersede and take the place of the existing articles of incorporation and amendments thereto:
Article 1: The name of the corporation is: NATIONAL INSTITUTE OF GOVERNMENTAL PURCHASING, INC.
Article 2: The period of existence shall be perpetual.
Article 3: This corporation is organized and shall be administered and operated exclusively to receive, administer, and expend funds for the following charitable and educational purposes, within the meaning of Section 501(c)3 of the Internal Revenue Code of 1986:
- To promote ethical, efficient, and cost-effective public purchasing policies and practices;
- To provide educational programs, products, and services for public purchasing personnel;
- To enable public purchasing personnel to exchange useful information about policies, practices, procedures, products, and services of common interest;
- To otherwise facilitate the conduct of purchasing activities by government and other public agencies;
- To assist other charitable and educational organizations in the conduct of similar activities; and
- To engage in any and all lawful activities to accomplish the foregoing purposes except as restricted herein.
In order to accomplish the foregoing charitable and educational purposes, and for no other purpose or purposes, this corporation shall also have all of the powers granted to nonstock corporation by §181.04 of the Wisconsin Nonstock Corporation Law; provided, however, that this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of this corporation.
Article 4: The principal office is located in Milwaukee County, Wisconsin. The address of the principal office is 2649 Seymour Place, West Allis, Wisconsin 53227.
Article 5: The name of the registered agent is Leon L. Johnson.
Article 6: The address of the registered agent is 2649 Seymour Place, West Allis, Wisconsin 53227.
Article 7: These articles may be amended in the manner authorized by law at the time of amendment.
Article 8: The number of directors shall be fixed by bylaw, but shall not be less than three.
Article 9: Membership provisions will be set forth in the bylaws.
(a) No part of the net income of the corporation shall inure to the benefit of or be distributable to its directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of the purposes and objects set forth in Article 3 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 any political campaign on behalf of or against any candidate for public office.
(b) Notwithstanding any other provisions set forth in these Articles of Incorporation, at any time during which it is deemed a private foundation, the corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986; the corporation shall distribute its income for each taxable year at such time and ins such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986; the corporation shall not own any excess business holdings that would subject it to tax under Section 4943 of the Internal Revenue Code of 1986; the corporation shall not make any investments in such manner as to subject it to the tax imposed by Section 4944 of the Internal Revenue Code of 1986; and the corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986. Any reference in these Articles to any section of the Internal Revenue Code of 1986 shall be deemed to incorporate by reference the corresponding provisions of any subsequent federal tax laws.
(c) Notwithstanding any other provision of these Articles, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, or by an organization contributions to which are to be deductible under Section 170(c)(2) of such Code.
(d) Upon the dissolution of the corporation or the winding up of its affairs, the assets of the corporation shall be distributed exclusively for the corporation's charitable and educational purposes, or to organizations which are then exempt from federal income tax under §501(c)(3) of the Internal Revenue Code of 1986, and to which contributions are then deductible under Section 170(c)(2) of such Code.
Executed in duplicate and seal affixed this ____________day of ______________ , 1999.
Rick Grimm, CPPO, CPPB
Corrine A. Culver, CPPO, CPPB