Middlebury Historical Society, Inc.
Certificate of Incorporation, February 6, 1975
Connecticut Secretary of the State’ Office, Volume 89, page 235
We, the Incorporators, certify that we hereby associate ourselves as a body politic and corporate under the Nonstock Corporation Act of the State of Connecticut.
- The Name of the corporation is: Middlebury Historical Society, Inc.
- The nature of the activities to be conducted and the purposes to be promoted or carried out by the corporation, are as follows:
- To bring together those people interested in history, and particularly the history of the Town of Middlebury, Connecticut, because their understanding of the history of this community is basic to our democratic way of life gives them a better understanding of our State and Nation and promotes a better appreciation of our American heritage.
- To discover and collect any material which may help to establish or illustrate the history of the Middlebury area, particularly with respect to: its exploration, settlement, development and activities in peace and in war; its progress in population, wealth, education, arts, science, agriculture, manufactures, trade and transportation.
- To collect printed material such as histories, genealogies, biographies, descriptions, gazetteers, directories, newspapers, pamphlets, catalogs, circulars, handbills, programs, and posters; manuscript material such as letters, rosters service records, account books, charts, surveys and field books; and museum material such as pictures, photographs, paintings, portraits, scenes, aboriginal relics and material objects illustrative of the life, conditions, events and activities of the past and the present.
- To provide for the preservation of all of the foregoing material and for its accessibility as far as may be feasible to all those who wish to examine or study it and to cooperate with officials in insuring the preservation and accessibility of the records and archives of the Town and its institutions.
- To undertake the acquisition, preservation and maintenance of historic buildings, monuments and markers.
- To disseminate historical information and arouse interest in the past by publishing historical materials in newspapers or otherwise, by holding meetings with pageants, addresses, lectures, papers and discussion, by marking historic buildings, sites and trails and by using all forms of communications media to awaken public interest in the purposes of the corporation.
- The corporation is organized exclusively for charitable, education and scientific purposes, including the making of distributions to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
- The Classes, rights, privileges, qualifications, obligations and the manner of election and appointment of members are as follows:
- Any person interested in the history of Middlebury, Connecticut who applies for membership in any classification as set forth below, in accordance with procedures set forth in the By-laws of the corporation and who tenders the appropriate dues for said classification shall thereupon become a member of the corporation. Such membership shall be renewed from year to year by payment of the appropriate dues on or before the date for such payment fixed by the Board of Directors from time to time in accordance with the By-laws. If during any year the Board of Directors fails to set a payment date, then membership shall continue until the next subsequent year when such payment date is set.
- Individual Members, shall consist of any person who has attained eighteen (18) years of age and is interested in the purposes of the corporation.
- Junior Members shall consist of any person under eighteen (18) years of age who is interested in the purposes of the corporation, but shall have no voting rights.
- Institutional Members shall consist of any corporation board, school, library or any other organization interested in the history of Middlebury.
- Sustaining Members shall be any person, group or Institutional Member offering special support to the objectives of the corporation.
- Life Members shall consist of those persons elected as such by the Board of Directors. Life Members shall be exempt from any annual assessment of dues. Life Members may attend all meetings of the members of the corporation but shall have no voting rights unless they also qualify as members of another class by fulfilling the qualifications and paying the dues of such other class.
- Honorary Members shall be those persons whose activities have substantially contributed to promoting the objectives of the corporation, but shall have no voting rights. Persons may become such Honorary Members upon nomination by the Board of Directors and election by three-fourths (3/4) vote of the members of the corporation present and voting at an annual meeting.
- The membership of a member of any class shall terminate upon his death or resignation, and in the case of an Institutional Member, upon its dissolution or forfeiture of charter. Membership of an Individual, Junior, Institutional or Sustaining Members shall also terminate during any years in which said member fails to pay the required dues on or before the date set by the Board of Directors in accordance with the By-laws. Any such membership, however may be reinstated at a later date by acceptance by the corporation of payment of the then current dues.
- The Corporation is nonprofit and shall not have or issue shares of stock or pay dividends. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, directors, officers or other private persons or corporations, except that the Corporation 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 2 hereof.
- No substantial activities of the Corporation shall be the Carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
- Notwithstanding any other provision of this Certificate of Incorporation, the Corporation shall not carry on any activities not permitted to be conducted or carried on by: (i) a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) and the regulations promulgated thereunder from time to time or (ii) a corporation or other organization, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) and the regulations promulgated thereunder from time to time.
- The Corporation shall have perpetual existence but in the event of the dissolution of the Corporation or the termination its corporate existence, the Board of Directors, shall after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of its assets exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, religious, scientific or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine, provided that no amounts shall be distributed to or for the benefit of any organization which does not so qualify. Any such assets not so disposed of shall be submitted to the Superior Court for New Haven County at Waterbury and disposed of by said Court in accordance with the foregoing limitations for such purposed or to such organization or organizations as the Court shall determine.
- This Certificate of Incorporation may not be amended to permit any action which would prevent the Corporation from qualifying as an exempt organization under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Dated at Middlebury, Connecticut, this 31st day of January 1975.
We hereby declare, under the penalties of false statement that the statements made in the foregoing certificate are true.
(signed) Curtis V. Titus
(signed) Debra J. Daly
Filed, State of Connecticut
Feb 6, 1975 9:10 AM