Articles of Incorporation

The undersigned person acting as incorporator of a corporation under the Colorado Nonprofit Corporation Act signs and acknowledges the following Articles of Incorporation for such corporation.

ARTICLE 1: The name of the corporation is The Black Rose Acoustic Society.

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c) (3) of the Internal Revenue Code, 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, or corresponding section of any future federal tax code.

2) To encourage the development and performance of traditional acoustic music in the community by providing an amateur performance venue, workshops, concerts, and any and all other appropriate means.

4) To provide a centralized source of information regarding learning resources, instructors, performers, and events related to traditional acoustic music.

5) To publish a newsletter which focuses on information related to the above objectives and purposes.

ARTICLE 4: The address of the initial registered office of the corporation in Colorado is 17060 Hillcrest Road, Elbert, Colorado 80106 and the name of its initial registered agent at such address is Hope Kressner.

ARTICLE 5: The number of directors constituting the initial board of directors of the corporation is five (5), and the names and address of the persons who are to serve as the initial directors are:

NAME	ADDRESS
Charlie Hall	19255 White Pine Lane, Colorado Springs, CO 80908
Hope Kressner	17060 Hillcrest Rd, Elbert, CO 80106
Lyn Akers	2 East Mill St, Colorado Springs, CO 80903
Walt Pleimann	8895 Black Forest Rd, Colorado Springs, CO 80908
Murry Stewart	3170 Century St, Colorado Springs, CO 80907

ARTICLE 7: 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, 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 Third hereof.

No substantial part of the 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 publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

ARTICLE 8: No director shall be personally liable to the corporation or to its members for monetary damages for any breach of fiduciary duty as a director, except that the foregoing shall not eliminate or limit such director’s liability to the corporation or to its members for monetary damages for the following: (1) any breach of such director’s duty of loyalty to the corporation or to its members, (2) any of such director’s acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) acts specified in C.R.S. Section 7-24-111, as it now exists or hereafter may be amended (regarding a director’s assent to or participation in the making of any loan by the corporation to any director of officer of the corporation), or (4) any transaction from which such director derived an improper personal benefit. If the Colorado Nonprofit Corporation Act hereafter is amended to authorize the further elimination or limitation of the liability of directors, than the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be further eliminated or limited to the fullest extent permitted by the Colorado Nonprofit Corporation Act. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE 9: Upon the dissolution of the corporation, 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 the assets of the corporation exclusively for the purposes of the corporation in such manner or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code, as the board of trustees shall determine. Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the corporation is then located in the State of Colorado exclusively for such purposes or to such organization or organizations, as said District Court shall determine, which are organized and operated exclusively for such purposes.