RESTATED ARTICLES OF INCORPORATION
MINNETONKA BASEBALL ASSOCIATION
ARTICLE I - NAME
The name to this corporation shall be changed from Tonka Babe Ruth, Inc. to Minnetonka Baseball Association (MBA).
ARTICLE II - ORGANIZATION
This corporation is a nonprofit corporation organized under Minnesota Statues, Chapter 317A.
ARTICLE III - PURPOSE
This organization is organized exclusively for charitable and educational purposes, including, without limitation, receiving and administering funds for charitable and educational purposes and to foster national amateur sports competition, within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, including the purposes of making distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
The charitable and educational purpose of MBA is to promote an enjoyable, safe and fair environment for the development of Minnetonka student athletes’ baseball skills in manners which foster respect for others, self-confidence, leadership and teamwork. MBA shall include the instruction and training of Minnetonka student athletes in manners which produce the highest level of amateur baseball competition at elementary and secondary grade levels while maintaining the highest degrees of participation, sportsmanship and methods of physical conditioning so as to improve and develop Minnetonka student athletes’ baseball achievements and capabilities, and directing and conducting baseball events and competitions to foster national amateur baseball competition.
ARTICLE IV - REGISTERED OFFICE
The registered office address of the organization is a 3717 County Road 101, Minnetonka, MN 55345.
ARTICLE V - SHARES
The organization shall have no shares of stock.
ARTICLE VI - EXEMPTION REQUIREMENTS
At all times the following shall operate as conditions restricting the operations and activities of the organization:
1. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III hereof.
2. No substantial part of the activities of the organization shall constitute the carrying on of propaganda, or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the organization shall not participate in or intervene in (including by publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
3. Notwithstanding any other provision of these Articles of Incorporation, the organization shall not carry on any other activities not permitted to be carried on (a) by a organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE VII - DURATION
The period of duration of the organization shall be perpetual.
ARTICLE VIII - MEMBERSHIP/BOARD OF DIRECTORS
The organization shall have members. The qualifications of members, the conditions of membership, and the voting and other rights and privileges of members shall be provided for in the organization’s Bylaws.
The management of the affairs of the organization shall be vested in a Board of Directors, as defined by the organization’s bylaws. No director shall have any right, title, or interest in or to any property of the organization.
ARTICLE IX - PERSONAL LIABILITY
No member, director or officer of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers, or directors be subject to the payment of the debts or obligations of this corporation.
ARTICLE X - BOARD ACTION WITHOUT MEETING
Any action that could be taken at a meeting of the Board of Directors may be taken by written action signed by a majority of all the members of the Board of Directors, or such greater number as would be required to take the same action at a meeting of the Board of Directors at which all of the directors were present. Notice of the action and its effective date shall be given to all Directors.
ARTICLE XI - AMENDMENTS
These Articles of Incorporation may be amended by a majority vote of the Board of Directors.
ARTICLE XII - DISSOLUTION
Upon the dissolution of the organization, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the organization, distribute all of the assets of the organization for one or more charitable and educational purpose within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall distribute the assets to local Minnetonka School District (276), Minnetonka, Minnesota, for a public purpose.
These restated Articles of Incorporation have an effective date of October 1, 2013, the date the Articles of Merger was filed with the Minnesota Secretary of State.