Amended Articles of Incorporation
State Education Association Communicators
As revised June 4, 2016
Article I.
The name of the corporation is State Education Association Communicators.
Article II.
Initially known as the NEA State Communicators Association, the State Education Association Communicators (SEAC) was created by the merger of the association’s two divisions: NEA Public Relations Council of the States (PRC) and the NEA State Education Editors (SEE). Both PR Council and SEE enjoyed a rich history of providing professional development, networking, information sharing and fellowship primarily for their members who work in the areas of internal and external communications for NEA state affiliates. The State Education Association Communicators will continue those rich traditions.
The corporation is organized exclusively for professional development purposes in conformity with section 501(c)(6) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c) of the Internal Revenue Code or corresponding section of any future federal tax code.
Article III.
NO CHANGES
Article IV.
The name of the resident agent at the registered office is: Jim Dedyne.
Article V.
NO CHANGES
Article VI.
Section 1. Nonprofit operation. No part of the earnings of the corporation shall inure to the benefit of or be distributable to its members, 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 its purposes. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(6) of the Internal Revenue Code or corresponding section of any future federal tax code.
Section 2. Dissolution. Upon the dissolution of the corporation, any remaining unencumbered assets shall be distributed by the corporation to any nonprofit organization or organizations exempt from federal income tax under section 501(c) of the Internal Revenue Code, or corresponding section of any future federal tax code. Any such assets not so disposed of by the corporation shall be so disposed of by any court that has jurisdiction in the place where the principal office of the corporation is then located.
Section 3. Officers’ and volunteers’ liability. The personal liability of volunteer officers of the corporation is eliminated to the fullest extent permitted by the provisions of Section 209(c) of the Michigan Nonprofit Corporation Act, as amended and supplemented, and the personal liability of nondirector volunteers of the corporation is eliminated to the fullest extent permitted by the provisions of Section 209(e) of the Michigan Nonprofit Corporation Act, as amended and supplemented. To the fullest extent permitted by law, the corporation assumes the liability for all acts or omissions of a volunteer director or officer or of a nondirector volunteer incurred in the good faith performance of duties as an officer or volunteer occurring on or after the date this Article is adopted by the corporation. If the Michigan Nonprofit Corporation Act is amended after adoption of this Article to authorize corporate action further eliminating or limiting the personal liability of volunteer officers or of volunteers, then the liability of an officer or volunteer of the corporation shall be eliminated or limited to the fullest extent permitted by the Michigan Nonprofit Corporation Act as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of an officer or volunteer of the corporation pursuant to this Article existing at the time of any acts or omissions occurring before the effective date of the repeal or modification.
Section 4. Nondiscrimination. The corporation shall not discriminate against any person on the basis of age, race, color, sex, religion, physical handicap, national origin, sexual orientation/gender identity or any other basis provided in federal, state or local law, regarding any service performed by or for the corporation.
statecommunicators.org 