Mission of M.O.M.Y.

    

        Mission Statement. The mission of Mothers Of Murdered Youth is to STOP THE VIOLENCE that has become so common place in America. To build unification amongst antiviolence non-profit organizations, victims of violent crime, law enforcement, and members of the general public. To support victims of violent crime and to make an impact on the number of homicides against youth.

Mothers Of Murdered Youth

Statement of Purpose

The purpose of the M.O.M.Y. organization is to reinforce a strong desire to stop the violence and advocate non-violence. To increase community awareness of the plight of victims and families due to violence. To increase the awareness amongst non - profit organizations of the need to unite forces. To provide a network of support via telephone and monthly meetings. To accompany survivors to court proceedings and supply information about the grief and court processes. To assist survivors with Victims Impact Statements . To create a network of visiting speakers who have direct knowledge of the criminal system and the impact of murder on survivors. To advocate for justice, victims' rights and become and intervention component against stopping the cycle of violence. We will accomplish our mission through marketing, education, and advocacy. M.O.M.Y., through its programs and activities, will actively seek to reinforce the qualities of trust, support, confidentiality, and respect for others."

BY-LAWS

OF

MOTHERS OF MURDERED YOUTH

ARTICLE I

OFFICES

SECTION 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Colorado shall be located in the City of Colorado Springs and County of El Paso. The Corporation may have such other offices, either within or without the State of Colorado, as the activities of the Corporation may require from time to time.

SECTION 2. REGISTERED OFFICE. The registered office of the Corporation, required by the Colorado Revised Nonprofit Corporation Act to be maintained in the State of Colorado, may be, but need not be, the same as the principal office in the State of Colorado, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

MEMBERSHIP

The Corporation shall have no members as permitted by Section 7-126-101 of the Colorado Nonprofit Corporation Act (Colorado Revised Statutes, 1973).

ARTICLE III

DIRECTORS

SECTION 1. GENERAL POWERS. The business and affairs of the Corporation shall be managed by its Board of Directors.

SECTION 2. PERFORMANCE OF DUTIES. A director of the Corporation shall perform his duties as a director, including his duties as a member of any committee of the board on which he may serve, in good faith in a manner he reasonably believes to be in the best interests of the Corporation and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his duties a director shall be entitled to rely on information, opinions, reports, and statements, including financial statements and other financial data, prepared or presented by persons or groups listed in paragraphs (a), (b), and (c) of this Section 2, but he shall not be considered to be acting in good faith if he has actual knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs his duties shall not have any liability by reason of being or having been a director of the Corporation, and the Corporation shall indemnify to the full extent permitted by law any director who shall or may incur any personal liability by reason of his actions as a director of the Corporation as set forth in Article XII hereof. Those persons and groups on whose information, opinions, reports, and statements a director is entitled to rely on are as follows:

a. One or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented;

b. Attorneys, public accountants, engineers, and other professionals as to matters which the director reasonably believes to be within such person's professional or expert competence; and

c. A committee of the board on which he does not serve, duly designated in accordance with the provisions of the Articles of Incorporation or these By-Laws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

SECTION 3. NUMBER, TENURE, AND QUALIFICATIONS. The number of directors of the Corporation shall be not fewer than one (1) nor more than eight (8). The number of directors of the Corporation within such limits shall be fixed from time to time by appropriate resolution of the Board of Directors, but in no instance shall there be fewer than one (1) director or that number otherwise required by law. The terms of office of directors shall be established by appropriate resolution of the Board of Directors but in no event shall any director be elected for a term exceeding three years. In the event multi-year terms shall be established for directors, elections shall be staggered so as to elect to directorships in any given year that number of directors equal to (as near as possible) either one-half or one-third (as appropriate) of the total number of directorships then established. Because the Corporation has no members, the directors shall be elected by the Board of Directors in accordance with the procedures set forth by resolution duly adopted by the Board of Directors at its organizational meeting, which resolution may be modified, changed, or amended from time to time by the Board of Directors by appropriate resolution, provided that no such resolution shall have the effect of terminating or otherwise shortening any director's term of office. Each director shall hold office for the term for which he is elected or until his successor shall have been elected and qualified. Nothing herein shall prohibit directors from being re-elected to directorships. Directors need not be residents of Colorado.

SECTION 4. ANNUAL AND REGULAR MEETINGS. The annual meeting of the Board of Directors shall be held without other notice than this Section 4 on the 15th day of December beginning in the year 2000 at the principal place of business, or such other date and time as the Board of Directors may determine, at the office of the Corporation or at such other location as the Board of Directors may determine. The Board of Directors may provide by resolution the time and place, either within or without the State of Colorado, for the holding of additional regular meetings without other notice than such resolution.

SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any two or more of the directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Colorado, as the place for holding any special meeting of the Board of Directors called by them.

SECTION 6. NOTICE. Written notice of any special meeting shall be given at least three days previous thereto to each director at his business address by mail, by telegram, or by personal delivery. If notice is given by mail, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

SECTION 7. QUORUM. A majority of the number of directors authorized by resolution in accordance with Section 3 of this Article at the time any business is transacted shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if the number of directors present be fewer than that number required for a quorum, then, in such event, a majority of the directors present may convene the meeting for the sole purpose of adjourning the meeting to a future date and time, which adjournment may be with or without further notice.

SECTION 8. MANNER OF ACTING. Except as otherwise required by law or the Articles of Incorporation or these By-Laws, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 9. INFORMAL ACTION BY DIRECTORS. Any action required or permitted to be taken at a meeting of directors or by a committee thereof at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

SECTION 10. PARTICIPATION BY ELECTRONIC MEANS. Any member of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or such committee by means of telephone conference or similar communications equipment by which all persons participating in the meeting can all hear and speak to each other at the same time. Such participation shall constitute presence in person at the meeting.

SECTION 11. VACANCIES. Any vacancy occurring in the Board of Directors because of death, resignation, or other cause shall be filled for the remaining term of the vacancy by a majority vote of the remaining directors. Any directorship to be filled because of an increase in the number of directors shall be filled by appropriate resolution of the Board of Directors for a term of office established in such resolution.

SECTION 12. RESIGNATION. Any director may resign at any time by giving written notice of resignation to the President or the Secretary of the Corporation or to the Board of Directors. The resignation of any director shall take effect on receipt thereof or at such later date and time as shall be specified in such resignation. Unless otherwise specified therein, the acceptance of such resignation by the Board of Directors shall not be necessary to make it effective. If one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

SECTION 13. REMOVAL. Any director or directors may be removed at any time, with or without cause, in the manner provided in the Colorado Nonprofit Corporation Act.

SECTION 14. COMMITTEES. By resolution adopted by a majority of the Board of Directors, the directors may designate one or more directors to constitute a committee which shall have such authority in the management of the Corporation's affairs as the Board of Directors shall designate in such resolution and as shall not be proscribed by the Colorado Nonprofit Corporation Act.

SECTION 15. COMPENSATION. By appropriate resolution of the Board of Directors (as limited by applicable rules and regulations of the Internal Revenue Service and by the Colorado Nonprofit Corporation Code, the Articles of Incorporation, and these By-Laws) and irrespective of any personal interest of any of the directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a stated salary for services as a director or a fixed sum for attendance at each meeting of the Board of Directors or any combination of the foregoing. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 16. PRESUMPTION TO ASSENT. A director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall deliver such dissent by registered or certified mail or personal delivery to the Secretary of the Corporation with all due dispatch after the adjournment of the meeting. Such right to dissent shall not be available to a director who voted in favor of such action.

SECTION 17. INTERESTED DIRECTOR. Each director shall disclose to the Board of Directors all material aspects of any transaction concerning the Corporation in which such director has or may have a personal interest, financial or otherwise, either directly or indirectly through another business or other entity in which such director has an interest. However, the individual interest of any director in any matter which shall come before the Board of Directors shall not disqualify such director from voting on such or any other matter nor shall such interest disqualify such director from being counted in determining the existence of a quorum at any meeting. No contract or other transaction between the Corporation and one or more of the Corporation's directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or are financially interested shall be either void or voidable solely because of such relationship or interest or solely because such directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction or solely because their votes are counted for such purpose, provided that such interest has been materially disclosed as set forth above.

ARTICLE IV

OFFICERS

SECTION 1. OFFICERS. The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors) if the Board of Directors determines to require a Vice Presidency, a Treasurer, a Secretary, and such assistant and other officers as the directors in their discretion may elect in accordance with the provisions of this Article. Any two or more offices may be held by the same person.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected annually by the Board of Directors at the regular meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Vacancies may be filled and new offices created and filled at any meeting of the Board of Directors by appropriate resolution. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not, in and of itself, create any contract rights.

SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise shall be filled for the unexpired term of the vacancy or for such shorter term as the Board of Directors may determine.

SECTION 5. PRESIDENT. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meeting of the Board of Directors. He may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation or shall be required by law to be otherwise signed or executed, and in general shall perform all the duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 6. THE VICE PRESIDENTS. In the absence of the President or in the event of his death or inability or refusal to act, the Vice President (or in the event there shall be more than one Vice President, the Vice Presidents in the order of their seniority) shall perform all the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions on the President, and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 7. THE TREASURER. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such amount and with such surety or sureties as the Board of Directors shall determine. He shall (i) have charge and custody of and be responsible for all funds and securities of the Corporation; (ii) receive and give receipts for moneys due and payable to the Corporation from any sources whatsoever and deposit all such moneys in the name of the Corporation in banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article V of these By-Laws; and (iii) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 8. THE SECRETARY. The Secretary shall (i) keep the minutes of the proceedings of the Board of Directors in one or more books provided for such purposes; (ii) cause to be given all notices in accordance with the provisions of these By-Laws or as required by law; (iii) be custodian of the corporate records and of the seal of the Corporation and affix the seal to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws or otherwise required by law; and (iv) in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The Assistant Treasurers shall, respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such amounts and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors.

SECTION 10. OTHER OFFICES. The Board of Directors, in its discretion, may establish such other offices as it may deem appropriate from time to time, including but not limited to the office(s) of General Manager and Executive Director, and may prescribe such duties for such offices as it may deem appropriate in its judgment.

SECTION 11. BONDS. If the Board of Directors by resolution shall so require, any officer or agent of the Corporation shall give bond to the Corporation in such amounts and with such surety or sureties as the Board of Directors may determine for the faithful discharge of their respective duties and offices.

SECTION 12. SALARIES. The salaries of the officers, if so declared by the Board of Directors in accordance with the Colorado Nonprofit Corporation Act, regulations and rules of the Internal Revenue Service, the Articles of Incorporation, and these By-Laws, shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. CONTRACTS. The Board of Directors may authorize any one or more officers or agents to enter into any contract or execute and deliver any instrument or document in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

SECTION 2. LOANS. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officers or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories or securities as the Board of Directors may select.

ARTICLE VI

FISCAL YEAR

The fiscal year of the Corporation shall begin on the 1st day of January in each year and end on the 31st day of December in each year.

ARTICLE VII

CORPORATE SEAL

The Corporation may, but need not, adopt a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation, the state of incorporation, and the words, "Corporate Seal." Facsimile seals shall be permitted.

ARTICLE VIII

WAIVER OF NOTICE

Whenever any notice whatsoever is required to be given under the provisions of these By-Laws, the Articles of Incorporation, the Colorado Nonprofit Corporation Code, or otherwise, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before, at, or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

LOANS

No loans shall be made by the Corporation to its directors or officers.

ARTICLE X

AMENDMENTS

These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted at any meeting of the Board of Directors of the Corporation at which a quorum is present by a majority vote of the directors present at the meeting.

ARTICLE XI

EXECUTIVE COMMITTEE

SECTION 1. APPOINTMENT. The Board of Directors by resolution adopted by a majority of the full board, may designate two or more of its members to constitute an Executive Committee. The designation of such Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

SECTION 2. AUTHORITY. When the Board of Directors is not in session, the Executive Committee shall have and may exercise all of the authority of the Board of Directors except to the extent, if any, that such authority shall be limited by the resolution appointing the Executive Committee and except also that the Executive Committee shall not have the authority of the Board of Directors to (i) sell, lease, or otherwise dispose of all or substantially all of the property and assets of the Corporation otherwise than in the usual and ordinary course of its business; (ii) voluntarily dissolve the corporation or file a revocation thereof; (iii) amend the By-Laws of the Corporation; or (iv) adopt a plan of merger or consolidation.

SECTION 3. TENURE AND QUALIFICATIONS. Each member of the Executive Committee shall hold office until the next regular annual meeting of the Board of Directors following his designation and until his successor is designated as a member of the Executive Committee and is duly elected and qualified.

SECTION 4. MEETINGS. Regular meetings of the Executive Committee may be held without notice at such times and places as the Executive Committee may fix from time to time by resolution. Special meetings of the Executive Committee may be called by any member thereof on not less than one day's notice stating the place, date, and hour of the meeting, which notice may be written or oral and, if mailed, shall be deemed to be delivered when deposited in the Untied States mail addressed to the member of the Executive Committee at his business address. Any member of the Executive Committee may waive notice of any meeting, and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the Executive Committee need not state the business proposed to be transacted at the meeting.

SECTION 5. QUORUM. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the Executive Committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

SECTION 6. INFORMAL ACTION BY EXECUTIVE COMMITTEE. Any action required or permitted to be taken by the Executive Committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

SECTION 7. VACANCIES. Any vacancy in the Executive Committee may be filled by a resolution duly adopted by a majority of the full Board of Directors.

SECTION 8. RESIGNATIONS AND REMOVAL. Any member of the Executive Committee may be removed at any time with or without cause by resolution duly adopted by a majority of the full Board of Directors. Any member of the Executive Committee may resign from the Executive Committee at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Resignation or removal from the Executive Committee shall not constitute resignation or removal from the Board of Directors unless so stated in the resignation or removal.

SECTION 9. PROCEDURE. The Executive Committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these By-Laws. It shall keep regular minutes of it proceedings and report the same to the Board of Directors for its information at the meeting thereof held next after the proceedings shall have been taken.

ARTICLE XII

INDEMNIFICATION

Except as may be otherwise provided by statute, any person made a party to or involved in any civil, criminal, or administrative action, suit, or proceeding because he, his testator, or intestate is or was a director, officer, or employee of the Corporation or of any corporation which he, his testator, or intestate served as such at the request of the Corporation shall be indemnified by the Corporation against all expenses reasonably incurred by him or imposed on him in connection with, or resulting from, the defense of such action, suit, or proceeding, or in connection with, or resulting from, any appeal therein, except with respect to matters as to which it is adjudged in such action, suit, or proceeding that such officer, director, or employee is liable to the Corporation or to such other corporation for negligence or misconduct in the performance of his duties. As used herein the term "expenses" shall include all obligations incurred by such person for the payment of money, including but not limited to attorneys' fees, judgments, awards, fines, penalties, and amounts paid in satisfaction of judgment or in settlement of any such action, suit, or proceeding, except amounts paid to the Corporation or such other corporation by him. A judgment or conviction shall not, in and of itself, be deemed an adjudication that such director, officer, or employee is liable to the Corporation or such other corporation for negligence or misconduct in the performance of his duties. Determination of the right to such indemnification and the amount thereof may be made, at the option of the person to be indemnified, by any of the following procedures: (i) order of the court or administrative body having jurisdiction of the action, suit, or proceeding; (ii) resolution adopted by a majority of the quorum of the Board of Directors without counting in such majority any directors who have incurred expenses in connection with such action, suit, or proceeding; (iii) if there is no quorum of directors who have not incurred expenses in connection with such action, suit, or proceeding, then by resolution adopted by a majority of the directors who have not incurred such expenses; or (iv) order of any court having jurisdiction over the Corporation. Any such determination that a payment by way of indemnity should be made shall be binding on the Corporation. Such right of indemnification shall not be exclusive of any other right of indemnification which such directors, officers, and employees of the Corporation may have or hereafter acquire, by statute or otherwise, including but not limited to the provisions of Section 7-22-101.5 of the Colorado Nonprofit Corporation Act.

ARTICLE XIII

EMERGENCY BY-LAWS

The Emergency By-Laws provided in this Article XIII shall be operative only during any emergency in the conduct of the business of the Corporation and then only when such emergency is the result of an attack on the United States or any nuclear or atomic disaster notwithstanding any different provision in the preceding Articles of these By-Laws or in the Articles of Incorporation of the Corporation or in the Colorado Nonprofit Corporation Code. To the extent not inconsistent with the provisions of this Article, the By-Laws provided in the preceding Articles shall remain in effect during such emergency and upon its termination these Emergency By-Laws shall cease to be operative.

During any such emergency:

a. A meeting of the Board of Directors may be called by any officer or director of the Corporation. Notice of the place, date, and time of the meeting shall be given by the person calling the meeting to such of the directors as it may be feasible to reach by any available means of communication. Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meeting.

b. At any such meeting of the Board of Directors, a quorum shall consist of the number of directors in attendance at such meeting.

c. The Board of Directors, either before or during any such emergency, may, effective for the duration of the emergency, change the principal office or designate several alternative principal offices or regional offices or authorize the officers to do so.

d. The Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties.

e. No officer, director, or employee acting in accordance with these Emergency By-Laws shall be liable except for willful misconduct.

f. These Emergency By-Laws shall be subject to repeal or change by further action of the Board of Directors but no such repeal or change shall modify the provisions of subparagraph e. above with regard to action taken prior to the time of such repeal or change. Any amendment of these Emergency By-Laws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.

IN WITNESS WHEREOF, (Names available upon request) being all of the directors of Mothers Of Murdered Youth, do hereby adopt the foregoing By-Laws as the initial By-Laws of the Corporation as of the 9th day of June, 2000.

Articles Of Incorporation

Of

Mothers Of Murdered Youth

 

The undersigned, for the purpose of forming a corporation under the laws of the State of Colorado, do hereby adopt the following articles of incorporation:

ARTICLE ONE

The name of the corporation shall be Mothers Of Murdered Youth, located at P.O.Box 17516, Colorado Springs, Colorado 80916.

ARTICLE TWO

CORPORATE DURATION

The duration of the corporation is perpetual.

ARTICLE THREE

PURPOSE OR PURPOSES

This corporation is organized exclusively for charitable and educational purposes, more specifically to advocate for justice, victims rights and stronger legislation, and become an intervention component against stopping the cycle of violence. To this end , the corporation shall at all times be operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c)(3) of the Internal Revenue code of 1986, as now enacted or hereafter amended. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.

2. To engage in any other trade or business which can, in the opinion of the board of directors of the corporation, be advantageously carried on in connection with or auxiliary to the foregoing business.

3. To do such other things as are incidental to the foregoing or necessary or desirable in order to accomplish the foregoing.

ARTICLE FOUR

EXEMPTION REQUIREMENTS

At all times the following operates as conditions restricting the operations and activities of the corporation:

1. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the purpose clause hereof.

2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

3. Notwithstanding any other provisions of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c)(3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

ARTICLE FIVE

MEMBERSHIP/BOARD OF DIRECTORS

The corporation is organized on a membership basis. The management of the affairs of the corporation shall be vested in a Board of Directors, as defined in the corporationís bylaws. No Director shall have any right, title, or interest in or to any property of the corporation.

The number of Directors constituting the first Board of Directors is not greater than four and less than two; their names being as follows:

Jennifer J. Romero 

Open

Debra Kiehn 

Leslie Bonfield 

Members of the first Board of Directors shall serve until the first annual meeting, at which their successors are duly elected and qualified, or removed as provided in the bylaws.

ARTICLE SIX

PERSONAL LIABILITY

No member, officer, or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers, or Directors be subject to the payment of the debts or obligations of this corporation.

ARTICLE SEVEN

DISSOLUTION

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of by the District Court of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE EIGHT

INCORPORATORS

The name and address of each incorporator is:

Name Address

Jennifer J. Romero 

Open 

Debra Kiehn 

Leslie Bonfield 

The undersigned incorporators certify that she/he execute these articles for the purposes herein stated.

 

Signature/date: ___________________________________________________________________

 

 

Signature/date: ___________________________________________________________________

 

 

Signature/date: ___________________________________________________________________

 

 

Signature/date: ___________________________________________________________________

 

BEFORE ME, the undersigned authority, on this ____ day of _______________, 20___, personally appeared to me in the County of El Paso and the State of Colorado, and are well known to be the persons described in and who signed the foregoing, and acknowledged to me that he/she executes the same freely and voluntarily for the uses and purposes therein expressed.

 

WITNESS my hand and official seal the date aforesaid.

 

________________________________________________________

NOTARY PUBLIC

 

My Commission Expires:________________________