Articles of Incorporation for Las Vegas Pops Orchestra, July 28, 1977

FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA 1 2 3 4 5 6 7 8 S 10 11 12 13 14 15 JUL 28 1977 W M . S W A C K H A M E R - SECRETARY O F STATE ARTICLES OF INCORPORATION OF N o LAS VEGAS POPS ORCHESTRA The undersigned persons, all of whom are citizens and residents of the United States and of the State of Nevada, do hereby associate themselves for the purpose of forming a non-stock, non-profit corporation under the laws of the State of Nevada, and in particular under the provisions of Nevada Revised Statutes, Section 81:350 through Section 81:400, do hereby certify as follows : I. The name of this corporation is : LAS VEGAS POPS ORCHESTRA 16 17 18 19 20 21 22 2 3 24 25 26 ? 27 28 29 30 ? 31 32 D E A N E R , D E A N E R ?( R E Y N O L D S A T T O R N E Y S A T L A W S U IT E COO V A L L E Y B A N K P L A Z A 3 0 0 S . F O U R T H S T . L A S V E G A S , N E V A D A C 9 1 0 1 This corporation is a non-stock, non-profit, cooperative corporation and is organized for the advancement of music and musical concerts and related activities in Southern Nevada, In furtherance, but not in limitation, of the foregoing general purposes, it is expressly provided that the organization shall have the following powers, namely: A. To receive, acquire, hold, manage, administer and expand property and funds for the general and specific purposes of the corporation. B. To take property by will, gift or otherwise for the general and specific purposes of the corpor?ation; but, if the donor shall specify the use of the property it shall be used for that purpose only. C. To hold, in its own name and right, real and personal property of every nature and description without limitation as to extent, character or amount and with all the powers of control, management, - 1- 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 DElA N E R , D E A N E R j St R E Y N O L D S A T T O R N E Y S A T L A W ? S U IT E 6 0 0 V A L L E Y S A N K P L A Z A j 3 C O S . F O U R T H S T . j L A S V E G A S , N E V A D A 0 9 1 0 1 investment, change and disposai incident to the absolute ownership of property or funds by a private person, subject only to the terms of any particular trusts. D. To borrow money, either upon or without security, giving such promissory notes or other evidences of indebtedness and such pledges, mortgages or other instruments of hypothecation as it may be advised. E. To appoint and pay officers and agents to conduct and administer the affairs of the corporation, but no member of the board of trustees shall receive any compensation. F. To adopt bylaws prescribing the duties of the officers and agents of the corporation, the detail of the organization, the time and manner of its meetings, and any and all detail incident to its organization and the efficient conduct and management of its affairs. G. To do any and all things which a natural person might do necessary and desirable for the general purpose for which the corporation is organized. H. This corporation shall be limited, irrespective of the powers hereinabove set forth, to the purposes specified in Section 591(c)(3) of the Internal Revenue Code of 1954. III. The corporation shall have and exercise any and all of the powers, rights and duties contained in Nevada Revised Statute Sections 81:350 through 81:400, and shall have and exercise the powers necessarily incident thereto. - 2 - 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 E R .W Z A r. IV. The pla.ce where the principal business of the corporation will be transacted is the City of Las Vegas, County of Clark, State of Nevada, and the principal office of this corporation shall be located in the City of Las Vegas, County of Clark, State of Nevada, or at such other place in the State of Nevada as the Board of Trustees of this corporation may designate by duly adopting a resolution of the Board of Trustees. V. The term for which this corporation is to exist is FIFTY (50) YEARS, unless sooner dissolved by the Board of Trustees. VI. The government and management of this corporation shall be vested in a Board of Trustees. The names and residences of those elected for the first year and until their successors shall have been elected are as follows: ADDRESS 2416 Laurie Drive Las Vegas, Nevada 89102 2416 Laurie Drive Las Vegas, Nevada 89102 5332 Mountain View Las Vegas, Nevada 89102 1312 Pacific Street Las Vegas, Nevada 89104 Thelma Dicerto 5336 Del Rey Las Vegas, Nevada 89102 The members of the governing board of the corporation shall be called Trustees, and the number thereof shall not be less than five (5), nor more than twenty-five (25). The Trustees shall be elected annually by a vote of the membership. The number of Trustees may from time to time be increased or decreased in such manner as shall be provided by the Bylaws of the corporation; the number shall not be reduced to less than five (5) NAME Hyman Gold Ruth Gold Fred Franke Roxy Geyer - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 X fOi vu. Membership in this corporation shall be as determined by the Bylaws of this corporation. VIII. Each member of this corporation shall have equal voting rights. IX. lhe names and addresses of the incorporators associating themselves for the purpose of signing, acknowledging and filing these Articles of Incorporation are as follows: WAME ADDRESS Hyman Gold Ruth Gold Fred Franke 2416 Laurie Drive Las Vegas, Nevada 89102 2416 Laurie Drive Las Vegas, Nevada 89102 5332 Mountain View Las Vegas, Nevada 89102 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 d e a n e r , d e a n e r & R E Y N O L D S A T T O R N E Y S A T L A W S U IT E 6 0 0 V A L L E Y B A N K P L A Z A 3 C O S . F O U R T H S T . L A S V E G A S , N E V A D A 8 9 1 0 1 Roxy Geyer 1312 Pacific Street Las Vegas, Nevada 89104 Thelma Dicerto 5335 Del Rey Las Vegas, Nevada 89102 X. This corporation is one which does not contemplate pecuniary gain or profit to the members thereof, and it is organized soley for non-profit purposes. Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to a non-profit fund, foundation or corporation, which is organized and operated exclusively for charitable or educational purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code. If this corporation holds any assets in trust, such assets shall be disposed of in such manner as may be directed by decree of the District Court of the county in which - 4- 7 8 9 10 11 12 13 14 15 lo 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 ER lW Z A r. this corporation s principal office is locateci, upon petition therefor by the Attorney General, or by any person concerned the liquidation. DATED this 9 Q * " '' day of July, 1977. m HYMAIJ GOL2?D?L RUTH GOLD FRED FRANKE ROXY .GEYER - J r . / \ U s s /e THELMA DICERTO STATE 0F NEVADA COUNTY 0F CLARK On this ss day of July, 1977, personally appeared before me, the undersigned, a Notary Public in and for said County and State, Iiyman Gold, Ruth Gold, Fred Franke, Roxy Geyer and Thelma Dicerto, known to me to be the persons described in and who executed the foregoing Atricles of Incorporation, and who acknow?ledged to me that they executed the same freely and voluntarily and for the uses and purposes therein mentioned. IN WITNESS WHEREOF, I have hereunto signed my name and the official seal of my office the day and year first above written. --- n 1 Notary Public -9ats of Hevild# CLARK COUNTY Robert M. Apple My Commission txpjf.es Asf. 7, L9JJ