ARTICLES OF INCORPORATION
THE JOURNALISM EDUCATION ASSOCIATION, INC.
(A Minnesota Non-Profit Corporation)
Article 1 NAME
The name of the corporation is The Journalism Education Association, Inc.
Article 2 PURPOSES
Section 1. The purposes of the corporation shall be exclusively educational and charitable.
Section 2. Consistent with the general purposes stated above, the specific purposes of the corporation shall be:
A. To function in joint operation with the National Scholastic Press Association, Quill and Scroll, and National Council of Teachers of English as a department of the National Education Association in improving the quality of journalism instruction in American schools, both in the classroom and in connection with student publications.
B. To offer a forum for the interchange of plans pertaining to school publications.
C. To present a pattern for the ideals of student journalism in America.
D. To encourage student publications to develop a sense of responsibility and moral obligation not only to the school but to the community, in both school and civic affairs.
E. To spread information concerning new ideas in the field of school publications.
F. To further the understanding of school administrators and the community with the work, plans, and hopes of the student body.
G. To work with any such department or commission of the National Education Association as shall desire cooperative effort toward the furthering of more effective instruction or any other matter in which the Journalism Education Association can be of assistance in America and abroad, and to sponsor suitable activities, publications, curriculum studies and teaching methods in the field of journalism affairs. To establish scholarships toward further study for high school or junior college students who show promise and interest in journalism.
H. The association shall not engage in any activity which would be inconsistent with the status of an educational and charitable organization as defined in Section 501 (C) (3) of the Internal Revenue Code of 1954 or any successor provision thereto.
I. The association shall not engage in any activities which may afford pecuniary gain, incidentally or otherwise, to its members.
Article 3 Duration
Duration of corporate existence shall be perpetual.
Article 4 Location
The location of the registered offices of the corporation in the state of Minnesota is as follows: 18 Journalism Building, University of Minnesota, Minneapolis, Minn.
Article 5 Incorporators
The names of the incorporators are as follows:
Mrs. Ruth Marie Griggs
Mr. James Harold Bull
Mr. Bruce Riches Minteer
Sister M. Rita Jeanne, FSPA
Mr. Elwood C. Karwand
Article 6 Directors
The Board of Directors shall consist of twelve members.
The first Board of Directors shall consist of the following named members, each of whom shall hold office as director for a period of two years:
Mrs. Ruth Marie Griggs
Mr. James Bull
Mr. Bruce Minteer
Sister M. Rita Jeanne
Mr. Elwood C. Karwand
Mr. Harold Cantor
Mr. Newell Huckaby
Mrs. Eltse Carter
Mrs. Margaret Cash
Sister Mary Ann Christine
Mr. Fred L. Kildow
Mr. Lester Benz
Article 7 Personal Liability
Members of the corporation shall not be personally liable for obligations of the corporation, nor shall the private property of the members be subject to the payment of the corporate debts.
Article 8 Capital Stock
The Corporation is not organized for profit and shall not have capital stock. The conditions of membership of the corporation and rights of the members shall be such as are stated in the by-laws of the corporation.
Article 9 General Provisions
With the exception of the first Board of Directors, the number of Directors of the corporation shall be as specified in the by-laws, and such number may from time to time be changed in such manner as may be prescribed in the by-laws; provided that the number of directors of the corporation shall always be not less than three. Whenever, there shall be a vacancy on the Board of Directors, the vacancy shall be filled in accordance with the by-laws.
The Board of Directors shall have the full power to manage the operations and affairs of the corporation, to invest the funds of the corporation, to determine the use of such funds or property, to establish bureaus, committees, offices and agencies, and to employ expert agents and others.
The Board of Directors shall have the authority to publish and print such periodicals and newspapers as are consistent with the purposes of the corporation, and to secure advertising and sell subscriptions to such publications. The Board of Directors shall have authority to form a foundation or establish trust funds and to transact business with other trust funds and foundations.
In the event of liquidation, dissolution, or winding up of the corporation, whether voluntary or involuntary, none of the property of the corporation, nor any proceeds thereof, shall be distributed or shall enure to the benefit of any member or individual, but all of such property and assets shall be applied to accomplish the general purpose of the corporation.
Article 10 Meetings and Records
Meetings of members may be held at such place as the by-laws shall provide. The books of the corporation may be kept (subject to any provision contained in the statutes). at such place or places as may be from time to time designated by the Board of Directors.
We, the undersigned, being each of the incorporators herein before named, for the purpose of forming a corporation pursuant to Chapter 317 of the Minnesota Statutes, do make this certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set our hands and seals this 20th day of October, 1967.
Mrs. Ruth Marie Griggs L.S.
James Harold Bull
Bruce Riches Minteer L.S.
Sister M. Rita Jeanne L.S.
Elwood C. Karwand L.S.