Malden Access TV Articles of Organization
PURPOSES
1. The purposes of Community Access Television for Malden, Inc.
(Hereinafter referred to as the “Corporation”) shall be exclusively
charitable, scientific and educational within the meaning of Section
501 (c ) (3) of the Internal Revenue Code of 1954, as amended from
time to time, including without limitation:
(1) Produce community programming for the residents, institutions
and organizations of Malden, on the municipal access channel, the
public access channel and the educational access channel.
(2) Allocate channel space and channel time to Malden residents,
and ensure overall access to the Corporation’s facilities.
(3) Provide training of Malden residents and institutions in the use
of access facilities and access channels.
(4) Conduct public information, educational, cultural and social
activities.
(5) Provide financial, technical and other assistance for local programming
and other non-profit use of the cable communications system.
(6) Retain ownership of program production facilities and equipment and
employ staff.
II. In furtherance of the foregoing purposes, but not for
any other objects or purposes, and subject to the limitations set forth in
Part II hereof, the Corporation shall have and may exercise, in addition
to the power to convey land to which it has legal title and the powers, specified
in Section 9 of Chapter 156B of the General Laws, except in paragraphs
(a) To distribute programming, by cable casting, broadcasting, or by any
other means, within and/or outside the City of Malden;
(b) To plan, manage and operate the access channels and/or similar programming
space assigned to or otherwise made available to it by any cable communications
system(s) operating now or in the future in the City of Malden.
(c) To encourage the development, production and distribution of quality
programming by any other person, including any other corporation established
in whole or in part, by the Corporation for the purpose of such development,
production, or distribution;
(d) To plan,
develop, produce and sponsor, and to encourage and assist others to
plan, develop, produce and sponsor educational, civic cultural, scientific
and
community programming for cable casting on the channels of any cable
communications systems licensed to operate in the City of Malden;
(e) To solicit,
accept, hold, administer and dispose of money, securities and real
and personal property and to take and receive by bequest, devise, gift, or
benefit of trust and property or interest therein real or personal or mixed,
whatsoever
located:
(f) To borrow money and from time to time make, accept, endorse, execute and
Issue promissory notes, bills of exchange, bonds, and debentures and obligations
and evidences of indebtedness of all kinds when and as the same may be necessary
to or convenient for the accomplishment of any of the purposes of the Corporation;
and , if deemed advisable, to secure the same by mortgage, deed of trust
or pledge or otherwise, of any or all of the property of the Corporation;
(g) To administer, invest or reinvest the funds of the Corporation;
(h) To make gifts, donations and contributions of the property, real
or personal
or mixed, of the Corporation, including, but not limited to, money, and to
convey, assign, lease, lend or otherwise transfer, with or without consideration,
any such property;
(i)To erect, construct, reconstruct, repair, remodel, alter, and maintain and
Approve buildings of every description or any land of the Corporation or upon
other lands;
(j) To acquire by purchase, lease, concession, permit,
license or in any other manner whatsoever, and to construct, own, hold, maintain,
improve, operate, manage, control, sell, convey, mortgage, lease, rent or
otherwise dispose of
Lands ,both improved and unimproved, offices, stores and any other structures
and real estate of every kind, nature and description, and to acquire by purchase
or otherwise, and to own, hold, use, pledge, sell or otherwise dispose of and deal
in and with, all kinds of personal and real property of every nature and description;
(k) To cooperate with, support, assist, deal with and avail
itself of the facilities and programs of educational, medical, scientific,
cultural, civic, community and professional institutional institutions,
as well as federal, state and local
(l) To invest in, guarantee the obligations of, become
surety for, and otherwise to
Lend money or other financial assistance to, any organization or institution;
(m) To purchase, subscribe to, acquire, hold, sell, assign mortgage, hypothecate
or otherwise dispose of securities of any corporation or association; and while
the owner or holder thereof to exercise all the rights of ownership therein;
(n) To pay pensions, establish and carry out pensions, savings, thrift and other
Retirement, incentive and benefit plans, trusts and provisions for any or all of its officers and employees;
(o) As principal, agent, contractor or otherwise, to make
and perform any contracts of any kind and description and to perform and
do any and all other necessary suitable or proper acts and thing which are
necessary or incidental to or in furtherance of the accomplishment of any
one or more of the purposes or the attainment of any one or more of the objects
herein set forth or which shall at any time appear conducive to or expedient
for the protection or benefit of these purposes and objects;
(p) To carry on any activity which the Board of Directors,
in it’s discretion, deems calculated directly or indirectly to further the
aforesaid charitable, scientific, and educational purposes of the Corporation
and to perform and do any and all things which the Corporation is empowered
to do, or any part thereof, as principal agent, contractor, or otherwise
and by or through agents, subsidiary or affiliated corporations, associations
or trusts, or otherwise, and either alone or in conjunction or cooperation
with other persons, governmental bodies and organizations of every kind and
nature, and generally to attain and further any of the purposes herein set
forth;
(q) To incorporate affiliated for subsidiary corporations, whether for profit or not
for profit;
III. The income of the Corporation for each taxable year
shall be distributed at such time and in such manner as not to subject the
Corporation to tax under Section 4942 of the Internal Revenue Code of 1954,
as amended (hereafter the “Code”). The Corporation hereby is and shall
be prohibited from engaging in he following activities as defined in Sections
4941 through 4945 of the Code: any act of self dealing with disqualified
persons, retaining any excess business holdings, making any investments in
such a manner as to jeopardize the carrying out of any of its exempt purposes,
or from making any taxable expenditures. The provisions of this paragraph
shall be inapplicable when and if the Corporation receives from the Internal
Revenue Service a ruling that the Corporation is not a “private foundation”
within the meaning of Section 509 of the Code, and which
Provision shall remain inapplicable so long as such ruling remains in effect.
Notwithstanding anything elsewhere herein provided, the Corporation is organized
and shall be operated exclusively for charitable, scientific and educational
purposes and for the public welfare as said terms have been and shall be
defined under the pursuant to Sections 170© and 501© (3) of the
Code, and as said Sections may be amended from time to time or under any
successor sections thereto. All powers of this Corporation shall be
exercised only in such manner as will assure the operation of this Corporation
exclusively for said charitable and educational purposes, as so defined,
it being the intention that this Corporation shall be exempt from federal
income tax under Sections 170 © and 501 © (3) of the Code,
and from state taxes. All purposes and powers herein shall be interpreted
and exercised with this intention.
IV. The foregoing clauses shall be constructed as both purposes and
Powers and the enumeration of specific powers therein shall not be
Held to limit or restrict in any manners the general powers of the Corporation,
subject to the limitations set forth in Part III hereof.
Other Lawful Provisions
1) Except as may be otherwise required by law, The Corporation
may merge or consolidate only with or into any corporation that is exempt
from federal income taxes under Section 501 © (3) of the Internal Revenue
Code of 1954, as amended, and which is organized for one or more of the purposes
of the Corporation as set forth in its articles of Organization as from time
to time amended or for purposes substantially similar thereto.
2) No part of the net earnings, if any, of the Corporation shall inure to the benefit of
Any member, director, trustee, officer or other private individual.
No substantial part of the activities of the Corporation shall consist of
the carrying on of propaganda or otherwise attempting to influence legislation
or participating or intervening in (including the publishing or distribution
of statements) any political campaign on behalf of any candidate for public
office.
3) If the Corporation permits the discussion of Issues
of public Importance on channels or programming space which manages, controls
or operates, the Corporation shall afford reasonable opportunity for the
discussion of conflicting views on such issues of public importance.
Subject to the limitations set forth in Part II hereof, if an attack is made
upon the honesty, character, integrity or like personal qualities of an identified
person or group during programming subject to the Corporation’s exclusive
control and carried on a cable communications system in the City of Malden,
the Corporation shall transmit to the person or group attacked an offer of
a reasonable opportunity to respond over the Corporation’s facilities in
the City of Malden
4) The Directors may make, amend or repeal the by-laws
in whole or in part, except with respect to any provisions thereof, which
by law, the Articles of Organization, or the by-laws requires action by the
members.
5. By-laws of the corporation have been duly adopted and
initial directors, president, treasurer and clerk or other presiding, financial
or recording officers whose names are set out below, have been duly elected.
6. The effected date of organization of the corporation
shall be the date of filing with the Secretary of the Commonwealth or if
later date is desired, specify date, (not more than 30 days after date of
filing.)
7. The following information shall not for any purpose be treated as a permanent part of the Articles of
Organization of the corporation.
a. The post office address of the initial principal office of the corporation in Massachusetts is:
b. The name, residence, and post office address of each
of the initial directors and following officer of the corporation
are as follows:
NAME
RESIDENCE
POST OFFICE ADDRESS
President:
Treasurer:
Clerk:
Directors: (or officers having the powers of directors)
c. The date initially adopted on which the fiscal year end is:
d. The date initially fixed in the by-laws for the annual meeting of members of the corporation is:
e. The name and business address of the resident agent, if any, of the corporation is:
IN WITNESS THEREOF, AND UNDER PENALTIES OF PERJURY, THE INCORPORATOR(S)
Sign(s) these Articles of Organization this
day of
.
I/We the below INCORPORATIONS do hereby certify under the pains and penalties of perjury that I/We have not been convicted of
Any crimes relating to alcohol or gaming within the past ten years: I/We
do hereby further certify that to the best of my/our knowledge the above
name ed principal officers have not been similarly convicted. If so
convicted, explain.
The signature of each incorporator which is not a natural person must
be by an individual who shall show the capacity in which he
Acts and by signing shall represent under penalties of perjury that he is
duly authorized on its behalf to sign these Articles of Organization