AMENDED CERTIFICATE OF INCORPORATION OF IDAHO SCHOOL NUTRITION ASSOCIATION
Pursuant to the Certificate of Incorporation of the Idaho School Nutrition Association as Heretofore amended, this instrument shall constitute the Amended Certificate of Incorporation of the forenamed not for Profit Corporation.
ARTICLE I – NAME
The name of this organization shall be the “IDAHO SCHOOL NUTRITION ASSOCIATION”. Which is an incorporated association, (hereinafter referred to as the Association).
ARTICLE II – PURPOSES
The objects and purposes for which this Corporation is formed are to act as an organization not for profit and operated exclusively for purposes as described in Section 501 (c )(6) of the Internal Revenue Code of 1986 and any subsequent amendments thereto and substitutions therefore, and in the course thereof, and subject thereto, to act as follows:
1. Promote the optimal health, nutrition and education of all children by supporting nutritionally adequate and educationally sound, financially accountable, nonprofit child nutrition and school community nutrition programs. Students receive consistent nutrition messages throughout the school, classroom, cafeteria, home, community and media.
2. Promote high standards of child nutrition and school community programs with emphasis on nutritionally adequate meals that are appealing to children.
3. Promote united efforts between school personnel (to include but not limited to superintendents, building and program administrators, school nurses, teachers, and support staff) allied organizations, industry, parents, and the general public to assure every child an opportunity to receive the benefits of the child nutrition and nutrition education programs.
4. Promote high standards and provide appropriate educational programs, incentives and recognition for professional development of child nutrition personnel.
5. Promote research and development in child nutrition programs.
6. Promote the establishment of a national nutrition policy and legislation which provides optimal nutrition and nutrition education for children.
7. Promote the involvement of students and the school community in child nutrition programs.
8. Promote membership and provide services to members.
9. Take any and all actions authorized to corporations organized not for profit under the laws of the State of Idaho and the aforementioned section of the Internal Revenue Code to carry out the foregoing objects and purposes.
ARTICLE III – TERM
This Corporation shall have perpetual existence.
ARTICLE IV – MEMBERSHIP
Members shall comprise persons presently or previously employed in, teaching or administering food and nutrition service programs in schools, colleges, and universities at every level; persons employed by the Corporation itself or by any level of government dealing with such food and nutrition service programs. Membership in the corporation shall be further governed by criteria established within the Bylaws of the Corporation; the kinds and classes of members and rights and privileges of each shall be set forth in the Bylaws.
ARTICLE V – MANAGEMENT
The Corporation shall be managed by an executive committee. The president will be appointed by the membership as provided in the Bylaws of the Corporation. The executive committee shall consist of those persons filling offices designated by the Bylaws of this Corporation and subject to the terms and conditions therein set forth. The House of Delegates shall be the legislative body of the Association. It shall formulate goals and policies under which the executive committee manages the affairs of the Association. Membership of the House of Delegates shall be provided for in the bylaws.
ARTICLE VI – REGISTERED OFFICE AND AGENT
The address of the initial registered office of the Corporation is Idaho School Nutrition Association, P.O. Box 83720, Boise, Idaho 83720-0027. The name and initial registered agent of the Corporation is the current president of the Association.
ARTICLE VII – INITIAL DIRECTOR
The name and address of the president of the Corporation is the current president of the Association, P.O. Box 83720, Boise, Idaho 83720-0027.
ARTICLE VIII– TAX-EXEMPT STATUS
Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not directly or indirectly carry on any activity which would prevent it from obtaining exemption from federal income taxation as a corporation described in Section 501(c)(6) of the Code, or cause it to lose such exempt status. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to any member, or officer of the Corporation, or any other private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to or for the Corporation and to make payments and distributions in furtherance of the purposes set forth in Article II hereof.
ARTICLE IX – DISSOLUTION
In the event of the dissolution or final liquidation of the Corporation, all of the remaining assets and property of the Corporation shall, after paying or making provision for the payment of all of the liabilities and obligations of the Corporation and for necessary expenses thereof, be distributed to such organization or organizations organized and operated exclusively for such purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) or 501(c)(4) of the Code as the executive committee shall determine. In no event shall any of such assets or property be distributed to any member, or officer, or any private individual.
ARTICLE X – LIMITATION OF LIABILITY
To the fullest extent permitted by the Idaho Non-stock Corporation Act, as now in effect or as may hereafter be amended, no Officer of the Corporation shall be personally liable for damages in any proceeding brought by or in the right of the Corporation, or in connection with any claim, action, suit or proceeding to which he or she may be or is made a party by reason of being or having been an Officer of the Corporation.