ARTICLES OF INCORPORATION

OF THE
FRIENDS OF THE MANITOUS
MICHIGAN CORPORATION NO. 866179
ORIGINALLY FILED JUNE 30, 2004
ARTICLE I
NAME
The name of this organization is Friends of the Manitous Incorporated
ARTICLE II
PURPOSE
The Corporation is formed exclusiel! for charita"le and educational purposes #ithin the
meaning of section $%&'c(')( of the *nternal Reenue Code+ including+ for such purposes+ the
ma,ing of distri"utions to organizations that -ualif! as exempt organizations under section
$%&'c(')( of the *nternal Reenue Code or the corresponding section of an! future United States
*nternal Reenue la#.
To sere the common interests of isitors+ friends+ former inha"itants and settler
descendants of North Manitou *sland and South Manitou *sland 'hereinafter sometimes referred
to as /the *slands0( "eing islands located in northern 1a,e Michigan+ a part of 2len Ar"or
To#nship in 1eelanau Count!+ Michigan+ and under the o#nership of the U.S. 2oernment and
ste#ardship of the National Par, Serice as Sleeping 3ear 4unes National 1a,eshore
'hereinafter sometimes referred to as /the 1a,eshore0( the Corporation #ill5
&. assist in the collection and preseration of ,no#ledge a"out the histor! and
cultural traditions of the *slands+
6. deelop and distri"ute -ualit! educational and interpretie materials and
programs+ and assist the 1a,eshore in the delier! of rich isitor experiences
on the *slands+
). participate in the collection and maintenance of records pertaining to "urials
and graesites of the original settlers and others interred in cemeteries and
farmlands on the *slands+
7. promote the proper ongoing care and maintenance of historic assets on the
*slands+ including "uildings+ serice facilities+ farmsteads+ cemeteries and
graesites+ and
$. esta"lish and sustain special funds sufficient to accomplishment of these
purposes and to the support all expenses incidental thereto.
ARTICLE III
OR2AN*8AT*ON 9 :*NANCE
&. The :riends of the Manitous shall "e organized as a non-stock corporation, incorporated in
the State of Michigan as a nonprofit charita"le organization.
6. Accordingl!+ stoc, in the Corporation is not proided for+ and no shares shall "e issued.
). The Corporation5
a. o#ns or holds interest in no real property+
b. o#ns personal propert! in the form of cash and deposit accounts valued at $3,100 as of
June 30, 00!.
c. shall "e funded "! private and "overn#ent "rants, contributions fro# individuals,
businesses, "overn#ental units, and other or"ani$ations% and solicitations of
charitable "ifts fro# the public, and other per#issible #eans, all as allo&ed and
'ualifyin" under (ection )01*c+*3+ of the Internal ,evenue -ode.
The Corporation is organized on a #e#bership "asis.
ARTICLE I
A44RESS 9 RES*4ENT A2ENT
&. The address of the Corporation;s registered office is5
1 .orth Main (treet
/eland, Michi"an !01)!
6. The Corporation;s permanent mailing address5
23 4o5 067
8#pire, MI !0130-0067
The name of the resident agent at the registered office is 9arold J .ei#eyer, 8s'.
ARTICLE
*NCORPORATORS
The original incorporators #ere5
<ohn C McCann+ &7%6 1a,eie# Road+ El, Rapids+ M* 7=>6$
1aerne ? @oods+ >6$ @est Eighth Street+ Traerse Cit!+ M* 7>)6&
@illiam < Strating+ &%6$> &6=th Aenue+ Sterling Aeights+ *1 $%6&%
ARTICLE I
ACT*B*T*ES NOT CONS*STENT @*TA TAC ECEMPT STATUS
&. No part of the net earnings of the corporation shall inure to the "enefit of+ or "e distri"uta"le
to+ an! of its mem"ers+ trustees+ officers or other priate persons+ except that the corporation
shall "e authorized to pa! reasona"le compensation for serices rendered and to ma,e
pa!ments and distri"utions in furtherance of the exempt purposes.
6. No su"stantial part of the actiities of the corporation shall "e the carr!ing on of propaganda+
or other#ise attempting to influence legislation+ and the corporation shall not participate in+
or interene in 'including the pu"lishing or distri"ution of statements( an! political campaign
on "ehalf of or in opposition to an! candidate for pu"lic office.
). Not#ithstanding an! other proision of these articles+ the corporation shall not carr! on an!
other actiities not permitted to "e carried on 'a( "! a corporation exempt from federal
income tax under section $%&'c(')( of the *nternal Reenue Code+ or the corresponding
section of an! future federal tax code+ or '"( "! a corporation+ contri"utions to #hich are
deducti"le under section &D%'c('6( of the *nternal Reenue Code+ or the corresponding
section of an! future federal tax code.
ARTICLE II
PROA*3*T*ON A2A*NST PO1*T*CA1 ACT*B*T*ES
The corporation shall not participate in an! political campaign for or against an! candidate for
pu"lic office+ either directl! or indirectl!+ nor engage in an! political actiities that #ould "e
inconsistent #ith the re-uirements for maintaining taxEexempt status under *nternal Reenue
Code F $%&'c(')( and related regulations+ rulings+ and procedures.
ARTICLE III
*N4EMN*:*CAT*ON O: 4*RECTORS G O::*CERS
The corporation shall indemnif! an! director or officer of the corporation #ho #as or is a part!
or is threatened to "e made a part! to an! threatened+ pending+ or completed action+ suit+ or
proceeding "! reason of the fact that he or she is or #as a director or officer+ or is or #as sering
at the re-uest of the corporation in another capacit!+ to the fullest extent permitted "! "oth the
Michigan Nonprofit Corporation Act and Chapter 76 of the *nternal Reenue Code. The
corporation ma! indemnif! persons #ho are not directors or officers to the extent authorized "!
resolution of the 3oard of 4irectors or "! contractual agreement authorized "! the 3oard of
4irectors. Su"se-uent changes in the Michigan Nonprofit Corporation Act+ these Articles+ or the
"!la#s+ that reduces the scope of indemnification shall not "e interpreted as appl!ing
retroactiel! to actions or omissions that ma! hae occurred prior to such changes.
ARTICLE I!
1*M*TAT*ON O: PERSONA1 1*A3*1*TH :OR BO1UNTEER 4*RECTORS
A olunteer director or olunteer officer shall not "e personall! lia"le to the corporation
or its mem"ers for monetar! damages for a "reach of the director;s or officer;s fiduciar! dut!+
except that the lia"ilit! of a director or officer is not eliminated or limited for5
&. A "reach of the director;s or officer;s dut! of lo!alt! to the corporation or its
mem"ersI
6. Acts or omissions not in good faith or that inole intentional misconduct or a
,no#ing iolation of la#I
). A iolation of Section $$&'&( of the Michigan Nonprofit Corporation Act+ #hich
section relates to the ma,ing of unauthorized distri"utions or loansI
7. A transaction from #hich the director or officer deried an improper personal "enefitI
or
$. An act or omission that is grossl! negligent.
*f+ after the adoption of this Article+ the Michigan Nonprofit Corporation Act is amended
to further eliminate or limit the lia"ilit! of a olunteer director or officer+ then a olunteer
director or officer of the corporation 'in addition to the circumstances in #hich a director or
officer is not personall! lia"le as set forth in the preceding paragraph( shall+ to the fullest extent
permitted "! the Michigan Nonprofit Corporation Act+ not "e lia"le to the corporation or its
mem"ers+ as so amended. No amendment to or alteration+ modification or repeal of this Article
shall increase the lia"ilit! or alleged lia"ilit! of an! olunteer director or officer of the
corporation for or #ith respect to an! acts or omissions of such director or officer occurring prior
to such amendment+ alteration+ modification or repeal.
ARTICLE !
ASSUMPT*ON O: 1*A3*1*TH :OR ACTS O: BO1UNTEERS
The corporation shall assume all lia"ilit! to an! person other than the corporation or its
mem"ers for all acts or omissions of a olunteer director occurring on or after the formal
adoption of these Articles+ and incurred in the good faith performance of the olunteer directorJs
duties. Except as proided in the preious sentence+ the corporation shall assume the lia"ilit! for
all acts or omissions of a olunteer director+ olunteer officer or other olunteer+ if all of the
follo#ing conditions are met5
&. The olunteer #as acting or reasona"l! "elieed he or she #as acting #ithin the
scope of his or her authorit!I
6. The olunteer #as acting in good faithI
). The olunteerJs conduct did not amount to gross negligence or #illful and #anton
misconductI
7. The olunteerJs conduct #as not an intentional tortI and
$. The olunteerJs conduct #as not a tort arising out of the o#nership+ maintenance+ or
use of a motor ehicle for #hich tort lia"ilit! ma! "e imposed as proided "! Section
)&)$ of the Michigan *nsurance Code of &K$>.
No amendment or repeal of this article shall reduce the scope of the corporationJs
assumption of lia"ilit! under this article for or #ith respect to an! olunteerJs acts or omissions
that occur "efore such change.
ARTICLE !I
CON:1*CTS *N 2OBERNANCE 4OCUMENTS
*n case of a conflict "et#een the terms and proisions of these Articles and the terms and
proisions of the 3!la#s adopted "! the Corporation+ the terms and proisions of the Articles
shall goern and control.
ARTICLE !II
4*SSO1UT*ON
The oluntar! or inoluntar! dissolution of the Corporation shall "e in accordance #ith
the proisions of Michigan Act 6=7 of &KD6+ Chapter = 'MC1A 7$%.&=%%(.
After haing satisfied all legal o"ligations of the Corporation+ the remaining assets shall
"e disposed of "! distri"ution to goernment andLor entities deemed most li,el! to honor the
original purposes of the :riends of the Manitous+ proided that such organizations -ualif! for
taxEexempt status under *nternal Reenue Code F $%&'c(')(+ or the corresponding section of an!
future federal tax code+ and -ualif! under the la#s of the State of Michigan to receie
distri"utions from nonEprofit corporations.
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