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Articles of Incorporation

ARTICLES OF INCORPORATION
OF
tiny-k FOUNDATION


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

ARTICLE I.

The name of this corporation is tiny-k Foundation.

 ARTICLE II.

The location of its registered office in this state is 430 N. Washington, P.O. Box 363 in the City of Lindsborg, McPherson County, Kansas 67456-0363. The resident agent at this address is Susan J. Whitfield-Lungren.

 ARTICLE III.

This corporation is organized NOT FOR PROFIT and the objects and purposes to be transacted and carried on are:

1. To provide support to enhance tiny-k services for infants and toddlers with special needs in Kansas.

2. The general purposes of the corporation are to operate solely and exclusively as a charitable, scientific, literary and educational organization as designated by Section 501 (c)(3) of the Internal Revenue Code.

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 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 Sect. 501 (c)(3) ofthe Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law).

 (b) This corporation shall never be operated for the primary purpose of carrying on a trade or 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 Section 501 (c )

(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law).

 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, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 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 IV.

 

The corporation will NOT have authority to issue capital stock, and the conditions of membership will be fixed by the bylaws.

 ARTICLE V.

The Board of Directors shall have all powers granted by Kansas laws and statutes.

 ARTICLE VI.

No director shall be personally liable to the Corporation or its stockholders/members 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 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 ofany 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 VII.

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

 ARTICLE VIII.

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 III. hereof.

ARTICLE IX.

The name and address of the incorporator is:

NAME:  Susan J. Whitfield-Lungren

ADDRESS:  430 N. Washington Lindsborg, Kansas 67456-0363

ARTICLEX.

 The number of directors may be increased or decreased from time to time by amendment of the bylaws.

 ARTICLE XI.

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

Deanna Berry, 2150 Andover Drive, Garden City, KS 67846

Edgar C. Henry, 427 Commercial St., Greenleaf, KS. 66943

Terrell Mann, 4806 Noreston St. Shawnee, KS 66226

Christine R. Miller, 2601 Gabriel, Parsons, KS. 67357

Dawn M. O'Brien, 1100 3rd Ave., Leavenworth, KS. 66048

Mary K. Rupe, 1312 Palton Rd., Great Bend, KS 67530

Deborah Voth, 340 S. Broadway, Wichita, KS 67202

Mary Wise, 701 S. Broadway, Plainville, KS 67663

 ARTICLE XII.

The power to adopt, amend, and repeal the bylaws of this corporation shall reside in the Board of Directors of this corporation.

 ARTICLE XIII.

This corporation will maintain general liability insurance as necessary and in such amount as shall be determined by the directors, so as to enable volunteers of the corporation to come within the provisions of K.S.A. 60-3601.

 IN TESTIMONY WHEREOF, I have hereunto set my name this 27th day of April, 2004.

_____________________________________________

(signature of incorporator)