ULA Articles of Incorporation
ARTICLES OF INCORPORATION
OF UTAH LIBRARY ASSOCIATION, INC.
(a non-profit corporation)
We, the undersigned, all of whom are residents of the State of Utah, do hereby and voluntarily associate ourselves for the purpose of forming a non-profit corporation, without capital stock, under the provisions of Utah Code Annotated, Section 16-6-1, et. seq. (1953), of the State of Utah.
ARTICLE I
The name of the non-profit corporation shall be the Utah Library Association, Inc.
ARTICLE II
The corporation is a non-profit corporation, no part of the income of which is distributable to its members, trustees or officers, and is formed for the following purposes:
To promote library services and librarianship in all types of libraries in the State of Utah; and to provide opportunities for professional involvement of all persons engaged in any phase of librarianship within the State; and to formulate standards and principles for libraries in the State; and to provide continuing education programs for Utah librarians and library employees; and to perform such other services as the members may desire. It may acquire by purchase or lease, real estate and other properties or facilities necessary or desirable in the conduct of its business; mortgage, sell and convey such properties; and purchase, hold, sell, assign, or transfer the shares of capital stock of other non-profit corporations. It shall have all other rights and privileges consistent with its certificate of incorporation under the laws of the State of Utah.
ARTICLE III
Section One: Powers This corporation shall have the following powers:
(a) debtedness or liability; to give a lien on any of its properties as security therefor in any manner permitted by law; and to make advance payment and advances to members.
(b) To act as the agent or representative of any member in any of the activities mentioned in Article II hereof.
(c) To buy, lease, hold, and exercise all privileges of ownership over such real or personal property as may be necessary or convenient for the conduct and operation of the business of the association, or incidental thereto.
(d) To draw, make, accept, endorse, guarantee, execute, and issue promissory notes, bills of exchange, drafts, warrants, certificates, and all kinds of obligations and negotiable and non-negotiable instruments for any purpose that furthers the objects for which this corporation is formed, and to give a lien on any of its property as security therefor.
(e) To acquire, own, use, and develop any interest in patents, trademarks, and copyrights connected with or incidental to the business of the corporation.
(f) To cooperate with other similar corporations in creating central, regional, or national non-profit corporations, for any of the purposes for which this corporation is formed, and to become a member or stockholder of such agencies now or hereafter existing.
(g) To conduct its affairs, transact its business, carry on its operations, and have offices and exercise the powers granted by law in any state, territory, district, or possession of the United States, or in any foreign country.
(h) To elect or appoint officers and agents of the corporation, and define their duties and fix their compensation.
(i) To have and exercise, in addition to the foregoing, all powers, privileges, and rights conferred on ordinary corporations and non-profit corporations by the laws of the State of Utah, and all powers and rights incidental or conducive to carrying out the purposes for which this corporation is formed, except those inconsistent with the express provisions of the act under which this corporation is incorporated, and in any such thing anywhere.
The enumeration of the foregoing powers shall not be held to limit or restrict in any manner the general powers that may by law be possessed by this corporation, all of which are hereby expressly claimed.
ARTICLE IV
The corporation shall have its principal place of business in Salt Lake City, Salt Lake County, State of Utah.
ARTICLE V
The term for which this corporation shall exist is perpetual.
ARTICLE VI
The number of trustees of this corporation shall be three. A change in the number of trustees of this corporation may be authorized by the bylaws of the corporation. The names and addresses of those who are to serve as the initial trustees until the first annual meeting of the members or until their successors are elected and qualified are:
BRAD G. MAURER – Davis County Library
South Branch
725 S. Main
Bountiful, Utah 84010
CONNIE LAMB – BYU
3228 HBLL
Provo, Utah 84062
ROBERT P. HOLLEY – University of Utah
Marriott Library
Salt Lake City, Utah 84112
ARTICLE VII
This corporation shall be without capital stock, and shall admit applicants to membership in the corporation on such uniform conditions as may be prescribed by the board of trustees of the corporation, or in its bylaws. The voting rights of the members of this corporation shall be equal, and no members shall have more than one vote.
ARTICLE VIII
Any person interested in the work of libraries is eligible for membership in the corporation. Libraries and other interested groups and institutions are eligible for institutional memberships in the corporation.
ARTICLE IX
In the event of dissolution of the corporation, no part of the net earnings or assets of the corporation shall enure to any private member or individual. All net earnings or assets shall be given to a library organization that is non-profit and tax exempt under the Internal Revenue Service codes and regulations.
ARTICLE X
The address of this corporation’s initial registered office and the name of its initial registered agent at such address is:
Registered Agent – GERALD A. BUTTARS
Registered Office – Utah State Library
2150 South 300 West
Salt Lake City, Utah 84115
ARTICLE XI
The name and address of each incorporator is:
BRAD G. MAURER – Davis County Library
South Branch
725 S. Main
Bountiful, Utah 84010
CONNIE LAMB – BYU
3228 HBLL
Provo, Utah 84062
ROBERT P. HOLLEY – University of Utah
Marriott Library
Salt Lake City, Utah 84112
ARTICLE XII
These Articles of incorporation may be amended in the time and manner as set forth in the Utah Non-Profit Corporation and Co-operative Association Act.
DATED THIS ____ day of November, 1984.
IN WITNESS WHEREOF, the incorporators of the Utah Library Association, Inc., have hereunto set their signatures this ____ day of November, 1984, at Salt Lake City, Utah.
_____________________________
BRAD G. MAURER, Incorporator
_____________________________
CONNIE LAMB, Incorporator
_____________________________
ROBERT P. HOLLEY, Incorporator
STATE OF UTAH )
: SS.
COUNTY OF SALT LAKE )
I, ___________________________, a notary public, hereby certify that on the ____ day of November, 1984, Brad G. Maurer, Connie Lamb, and Robert P. Holley personally appeared before me, and having been first duly sworn upon oath, declared and acknowledged to me that they were each parties named as incorporators in the foregoing document, and that they had each signed their name to said document intending to form a corporation thereby and they further declared that the statements contained in this document are true.
DATED THIS ____ day of November, 1984.
_____________________________
NOTARY PUBLIC
Residing at Salt Lake County
My Commission Expires:
________________________
Certificate of Incorporation issued April 26, 1985 by Randall R. Smart, Director of the Utah State Division of Corporations and Commercial Code.