Articles of Incorporation
March 17, 2005
ARTICLE I: NAME
The name of the Corporation is Nebraska Association of Student Financial Aid Administrators.
ARTICLE II: DURATION
The period of the Corporation's duration is perpetual.
ARTICLE III: PURPOSES AND POWERS
The Corporation is organized and shall be operated on a not-for-profit basis and exclusively as a business league within the meaning of Section 501 (c) (6) of the Internal Revenue Code of 1988 (or the corresponding provisions of any future United States federal tax law). Without limiting the generality of the foregoing but subject to the limitations of the foregoing, the Corporation's purposes shall include the following:
- To promote and facilitate as a common goal of the Corporation's members, cooperation and communication concerning student financial aid among institutions of post-secondary education in Nebraska.
- To promote and facilitate as a common goal of the Corporation's members, communication between institutions of postsecondary education in Nebraska and the sponsors of student aid funds.
- To promote activities that will facilitate communication with high school principals and guidance directors, particularly those in the state of Nebraska but also including others in neighboring states, regarding the availability of financial assistance and the procedures to be followed by high school seniors who wish to apply for financial assistance.
- To promote a high ethical standard of professionalism among all those concerned with the administration of student financial aid programs and services as contained in the Nebraska Association of Student Financial Aid Administrators' Statement of Good Practices.
- In furtherance of such purposes, the Corporation shall solicit and receive financial support through membership dues, membership contributions, membership gifts and grants of property and funds; and hold, administer, invest and reinvest, convert and manage such property and funds for the promotion of the Corporation's stated purposes.
To the extent necessary to carry out such purposes, the Corporation shall have all powers as provided in the Nebraska Nonprofit Corporation Act; shall have the specific power to hold property of any nature in trust for itself or the carrying out of any of its authorized purposes; shall have the power to conduct its activities in any state, territory, district or possession of the United States and any foreign country; and may engage in any lawful activities within the purposes for which the Corporation may be organized which are incidental to and in furtherance of the foregoing exempt purposes except are restricted herein. Provided, however, that notwithstanding any other provision of these Articles of Incorporation, the Corporation shall have, exercise and engage in only such purposes, powers and activities as may be had, exercised and engaged in by an organization exempt under section 501 (c) (6) of the Internal Revenue Code of 1988 (or the corresponding provisions of any future United States federal tax law).
ARTICLE IV: REGISTERED OFFICE AND REGISTERED AGENT
The initial registered agent is Tom Ramaeker and the street address of the initial registered office and registered agent is Creighton University, Office of Financial Aid, California Street at 24th, Omaha, Nebraska 68178.
ARTICLE V: BOARD OF DIRECTORS
The initial Board of Directors shall consist of ten (10) persons whose names and addresses are as follows:
| Wanda Halvorson | 8510 W. Dodge Road Omaha, NE 68114 |
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| Joan Zanders | 1800 Syracuse Norfolk, NE 68701 |
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| Jan Going | 8800 "O" Street Lincoln, NE 68520 |
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| J. Phillip Shreves | 103 Eppley Ad. Bldg Omaha, NE 68182-0187 |
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| Mike Abdouch | 902 Capitol Omaha, NE 68102 |
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| Karen Morris | 1014 Bozwell Crete, NE 68333 |
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| Tom Ramaeker | California St. at 24th Omaha, NE 68178 |
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| Jenell Severson | 16 Adm. Building Lincoln, NE 68588-0411 |
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| Sandra Schmidt | Platte Campus,P.O. Box 1027 Columbus, NE 68602-1027 |
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| Cheri Clark | 3339 "L" Street Omaha, NE 68107 |
ARTICLE VI: INCORPORATORS
The names and addresses of the incorporates are as follows:
Linda Walker
McGill, Gotsdiner, Workman & Lepp, P.C.
10010 Regency Circle
Suite 300
Omaha, NE 68114
Larry J. Steier
McGill, Gotsdiner, Workman & Lepp, P.C.
10010 Regency Circle
Suite 300
Omaha, NE 68114
ARTICLE VII: MEMBERS
The Corporation shall have such Member of Members, with qualifications, rights, powers, duties and methods of acceptance as are provided for in the Bylaws.
ARTICLE VIII: DIRECTORS
The affairs of the Corporation shall be managed by a Board of Directors, the number of which shall be specified in the Bylaws of the Corporation, (but which shall not in any even be less than three). Except for the initial Board of Directors named in Article V hereof, the Directors of the Corporation shall be elected in the manner provided by the Bylaws of this Corporation. The qualifications of the Directors, together with their terms of office, manner of election, removal, filling of vacancies, and of newly created Director positions, powers, duties, and liabilities, shall, except as otherwise provided in these Articles of Incorporation or by the laws of the State of Nebraska, be as prescribed by the Bylaws. The Directors may by resolution designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees to the extent provided by such resolution or in the Bylaws of the Corporation shall have and exercise the authority of the Board of Directors in the management of the Corporation; provided that no such committee shall have the authority of the Board of Directors or the Member(s) in reference to electing, appointing, or removing any member of such committee or any director or officers of the Corporation.
ARTICLE IX: OFFICERS
The officers of the Corporation shall be a President, President-elect, Secretary, Treasurer, and State trainer, and such other officers and assistant officers as may be provided for in the Bylaws. The officers shall be elected by the Directors. The duties, manner of election, and all other matters pertaining to officers shall be as provided in the Bylaws.
ARTICLE X: BYLAWS
The initial Bylaws of the Corporation shall be adopted by the Board of Directors. Thereafter the Member(s) shall have the exclusive power to alter, amend, or repeal the Bylaws, or to adopt new Bylaws at any annual, regular, or special meeting of the Member(s) and the provisions for and the time of the annual or regular meetings or the method of calling special meetings, both of Member(s) and Directors, shall be as provided in the Bylaws.
ARTICLE XI: PRIVATE PROPERTY
The private property of the incorporators, Directors, officers, and Members shall not be subject to the payment of debts or obligations of the Corporation to any extent whatsoever.
ARTICLE XII: USE OF EARNINGS
No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its Directors, officers, Members, or their other private persons, except that the Corporation shall be authorized an empowered to pay reasonable compensation for services rendered and to make loans, payments or distributions in furtherance of the purposes set forth in Article III hereof. Unless such action or activities further the common business interests of the Corporation's members, the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any other activity not permitted to be carried on by a corporation exempt from federal income tax under Section 501 (c) (6) of the Internal Revenue Code of 1988 (or the corresponding provisions of any future United sates federal tax law).
ARTICLE XIII: DISSOLUTION
Upon the dissolution of the Corporation the Board of Directors shall, after paying and making provisions for the payment of all the liabilities of the Corporation, dispose of the assets of the Corporation exclusively for the purposes of the Corporation, or to such organization of organizations organized and operated exclusively as a business league as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (6) of the Internal Revenue Code of 1988, (or the corresponding provisions of any future United States federal tax law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the district court of the county in which the registered office of the Corporations then located, by distributing the same to such organization or organizations which are organized and operated exclusively as a business league with comparable purposes as those of the Corporation and which at the time qualify as an exempt organization or organizations under section 501(c) (6) of the Internal Revenue Code of 1988 (or the corresponding provisions of any future United States federal tax law), as said district court shall determine.
IN WITNESS WHEREOF, the incorporates have executed these Articles of Incorporation this 25th of October, 1991.
Linda Walker, Incorporate
Larry J. Steier, Incorporate