San Joaquin Valley Media Alliance
(a California Nonprofit Public Benefit Corporation)
ARTICLE I – Corporate Name
The name of this corporation is The San Joaquin Valley Media Alliance (hereinafter “Corporation”).
ARTICLE II – Principal Office
The Corporation’s initial principal street and a mailing address for the transaction of business is:
1584 N Van Ness Ave.
Fresno, CA 93728
ARTICLE III – Agent for Service of Process
The name and address of the Corporation’s agent for service of process is:
1584 N Van Ness Ave.
Fresno, CA 93728
ARTICLE IV – Charitable Purposes
This Corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under California’s Nonprofit Public Benefit Corporation Law for public and charitable purposes.
This Corporation is organized and operated exclusively for charitable purposes within the meaning of Internal Revenue Code § 501©(3) (the “Code”).
No substantial part of the activities of this Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this Corporation shall not participate or intervene in any political campaign (including publishing or distribution of statements) on behalf of any candidate for public office.
Notwithstanding any other provision of these Articles, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers which are not in furtherance of the purposes of this Corporation, and the Corporation shall not carry on any other activities not permitted to be carried on by a corporation (a) exempt from federal income tax under the Code or the corresponding provisions of any future United States internal revenue law, or (b) for which contributions to the corporation are deductible under § 170©(2) of the Code, or the corresponding provisions of any future United States internal revenue law.
ARTICLE V – Specific Corporate Purposes
The specific corporate purpose of this Corporation is to provide reliable, bilingual (English and Spanish), useful, and timely news and communications to Central California’s diverse and often underserved communities.
ARTICLE VI – Corporate Powers
Subject to the provisions of California’s Nonprofit Public Benefit Corporation Law and any limitations set forth in these Articles of Incorporation and or the Bylaws relating to action required or permitted to be taken, the activities and affairs of the Corporation shall be conducted, and all corporate powers shall be exercised, by or under the direction of the Board of Directors. In furtherance of its charitable and corporate purposes, the Corporation is empowered:
- To buy, own, sell, assign, mortgage, or lease any interest in real estate and personal property and to construct, maintain, and operate improvements thereon necessary or incident to the accomplishment of the corporate and charitable purposes set forth above;
- To borrow money, and issue evidence of indebtedness in furtherance of any or all of the objects of its business, and to secure the same by mortgage, pledge, or other lien on the Corporation’s property;
- To solicit and collect donations, contributions and grants, or other funds from private or governmental sources to implement any or all of the objectives and purposes of the Corporation; and
- To transact any or all lawful activities for which nonprofit public benefit corporations may be incorporated under California Nonprofit Corporation Law.
ARTICLE VII – Irrevocable Dedication of Assets and Property
The assets and property of this Corporation are irrevocably dedicated to educational and charitable purposes, thereby meeting the requirements for exemption as provided by § 214 of the Revenue and Tax Code of the State of California. No part of the net income or assets of this Corporation shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private person.
ARTICLE VIII – Distribution of Corporate Assets Upon Dissolution
In the event of the dissolution or winding up of the Corporation’s affairs, or other liquidation of its assets, the Corporation’s assets and property shall not be conveyed to any organization created or operated for profit or to any individual, and all assets remaining after the payment of the Corporation’s debts shall be conveyed or distributed only to an organization or organizations created and operated for nonprofit purposes similar to those of this Corporation, other than an organization created for religious purposes, and which has established its exemption under §501©(3) of the Code or the corresponding section of any future federal tax code and which meets the requirements of § 214 of the Revenue and Tax Code of the State of California.
ARTICLE IX – Corporate Officers
The Board of Directors shall appoint one or more Officers for the Corporation, in accordance with the Corporation’s Bylaws.
ARTICLE X – Members
The Corporation shall have no members.
ARTICLE XI – Amendment of Articles of Incorporation
The Board of Directors shall have the power to amend these Articles of Incorporation in accordance with California’s Nonprofit Public Benefit Corporation Law.
ARTICLE XII – Bylaws
Bylaws for this Corporation may be adopted by the Board of Directors at any regular duly noticed meeting or any noticed special meeting called for that purpose.
ARTICLE XIII – Indemnification of Corporate Agents
This Corporation is authorized to provide for indemnification of agents (as defined by §5238 of California’s Nonprofit Public Benefit Corporation Law) (an “Agent”) to the fullest extent permissible under California law. The Corporation is further authorized to provide insurance for or with respect to any Agent to the fullest extent permissible under California law.