Articles of Incorporation

These are the latest version of the articles of incorporation adopted by Judge Foundry. This page will be updated as the articles of incorporation are amended.

Last updated: 11/20/23

Article 1: Corporate name

Judge Foundry Inc

Article 2: Registered office and agent(s), if any at that office

Name:        Registered Agents Inc
Address:   202 N Cedar Ave Ste 1, Owatonna, MN 55060-2306, USA

Article 3: Classes of members

The corporation has several classes of members. The number, characteristics, rights, limitations, and obligations of each class of members are provided for in the bylaws.

Article 4: Nonprofit provisions, distributions at dissolution

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 these articles. 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 or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the 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 so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation 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 5: Amendment of articles

The articles of incorporation may be amended according to the provisions in applicable law, except that the number of affirmative votes necessary for the members to adopt an amendment is the greater of

  1. two-thirds of the votes cast by members who are entitled to vote, or
  2. a majority of the members who are entitled to vote and who are present if the vote is taken at a meeting of the members.

Article 6: Amendment of bylaws

If the corporation has no members, the power to adopt, amend, or rescind the bylaws is vested in the board of directors. If the corporation has one or more members, the power to adopt, amend, or rescind the bylaws is reserved exclusively to the members, according to the provisions for amendment stated in the bylaws.