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be authorized and empowered to pay reasonable compensation for services rendered and to make <br />payments and distributions in furtherance of the purposes set forth in Section 3.1. <br />(b) Notwithstanding any other provision of these Articles of Incorporation, the <br />Cooperative shall not carry on any other activities not permitted to be carried on by a corporation <br />exempt from Federal income tax under Section 501(c) of the Internal Revenue Code of 1986, as <br />amended, or corresponding provisions of any subsequent Federal tax laws. <br />Section 3.3 Powers. Subject to any limitation or restriction imposed by the Act, any <br />other law, or any other provisions of these Articles of Incorporation, the Cooperative shall have <br />the power. <br />(a) to do everything necessary, advisable or convenient for the accomplishment of <br />any of the purposes hereinbefore set forth, or which shall at any time appear conducive to or <br />expedient for the protection or benefit of the Cooperative, and to do all of the things incidental <br />thereto or connected therewith which are not forbidden by law; and <br />(b) to have, exercise and enjoy in furtherance of the purposes hereinbefore set forth <br />all the general rights, privileges and powers granted to corporations by the Act, as now existing <br />or hereafter amended, and by the common law. <br />ARTICLE IV <br />Distribution of Assets on Dissolution <br />In the event of the complete liquidation or dissolution of the Cooperative, or the winding <br />up of its affairs, the Board of Directors shall, after paying or making provision for the payment <br />of all the liabilities of the Cooperative, distribute all the assets of the Cooperative exclusively for <br />the purposes of the Cooperative in such manner, or to such organization or organizations <br />organized and operated exclusively for charitable, educational, religious or scientific purposes as <br />shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of <br />the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent <br />Federal tax laws, as the Board of Directors shall determine. Any such assets not so disposed of <br />shall be disposed of by the Judge of the Circuit Court of St. Joseph County, Indiana, exclusively <br />For such purposes or to such organization or organizations, as said Court shall determine, which <br />are organized and operated exclusively for such purposes. <br />ARTICLE V <br />Term of Existence <br />The Cooperative shall have perpetual existence. <br />{20151193.DOC} <br />-2- <br />