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Articles Of Incorporation

ARTICLES  OF  INCORPORATION
OF
LAS  CRUCES  ACADEMY, INC.

 

 

Article I

The name of the corporation shall be Las Cruces Academy, Inc.

 

Article II

The duration of corporate existence shall be in perpetuity.

 

Article III

The purposes of the Corporation shall be to:

 

  1. establish and maintain a private school, including the grade levels of pre kindergarten through 12th grade, that is dedicated to providing an academically rigorous education for gifted and academically advanced students, emphasizing math, science, and language arts.

 

  1. establish a program to be known as Las Cruces Academy Outreach, or LCA Outreach, which shall develop and implement programs designed to improve the academic success of students in the Las Cruces area.  This shall be accomplished by directly educating students and similarly by educating adults, with emphasis on practices which foster academic success.

 

  1. establish a science museum that functions as an educational extension of Las Cruces Academy, to enhance the education of the students of the Academy and the members of rest of the community.

 

Article IV

Its principal or registered office in the State of New Mexico shall be:

 

4904 Calabazilla Road
    Las Cruces, NM 88011

 

The statutory agent shall be Lou Ellen Kay.

 

Article V

The name and address of each current incorporator is as follows:

 

Lou Ellen Kay       4904 Calabazilla Rd., Las Cruces, NM 88011

 


   Vincent P. Gutschick       4904 Calabazilla Rd., Las Cruces, NM 88011

 


   Sandra K. Nakamura       670 Windmill Court, Las Cruces, NM 88011

 

Article VI

The Board of Trustees (to be known to the New Mexico Public Regulatory Commission as Directors) shall consist of a minimum of three and a maximum of twenty in number, with the names and addresses of the current Trustees as follows:

 

Lou Ellen Kay       4904 Calabazilla Rd., Las Cruces, NM 88011

 


   David D. Gutschick       4904 Calabazilla Rd., Pasadena, CA 91106

 


   Vincent P. Gutschick       4904 Calabazilla Rd., Las Cruces, NM 88011

 


   Harry Hellmuth       1705 Stone Mountain Ln, Las Cruces, NM 88011

 


   Paul Deason       4815 Agave Dr, Las Cruces, NM 88011

 


   As of 2012: Paula Hines      2328 Santo Domingo Ave., Las Cruces, NM 88011

 

Tenure in office of members of the Board of Trustees shall be for three (3) years, except that from time to time Trustees may be appointed to shorter terms, as provided in the by-laws of the Corporation.  The Board of Trustees shall be composed of not less than three (3) nor more than twenty (20) members appointed in the manner provided by the by-laws, excluding ex-officio members.  The Board shall initially consist of those presently serving as Trustees, and Trustees shall henceforth be elected in the manner provided for in the by-laws.

 

Article VII

The functions and powers of the Board of Trustees shall include, but not be limited to:

 

  1. directing such actions as are necessary to carry out the purposes of the Corporation

 

  1. ensuring that donations are made to the Corporation

 

  1. maintaining the active interest of the public in the Corporation.

 

  1. making, altering, and repealing such by-laws and regulations as are necessary to carry out its purposes

 

  1. electing and appointing such officers and committees as are deemed necessary

 

  1. authorizing the corporation to incur expenses to accomplish its purposes

 

Article VIII

The Corporation shall be non-profit in character and there shall not be any offer of shares in the corporation.

 

Article IX

All gifts and contributions received for a designated purpose by the Corporation shall be used for said designated purpose, except for such portions as may be necessary to provide funds for operating expenses of the Corporation, as stated in the By-laws.  Contributions and gifts contributed without a specific, designated purpose may be used as the Board of Trustees prescribes.  The Board of Trustees is authorized to:

 

  1. invest and reinvest said contributions to increase the corpus of said gifts and contributions.

 

  1. invest and reinvest the proceeds of the sale or disposal of any portion thereof in such loans, stocks, bonds, and other securities, mortgages, common trust funds, or other property, real or personal, as said Board of Trustees may deem suitable

 

  1. retain any property contributed in original form, regardless of whether such property or securities are so-called “legal” investments of trust funds.

 

  1. The Board of Trustees is further authorized to employ investment counsel or agents for the management of its investments.

 

Article X

The Corporation, through its Board of Trustees, may enter into, make, and perform contracts of every kind and description with any and all persons or firms, provided that the subject matter of the contract is within the purposes of the Corporation; specific authority is granted for the Corporation to enter into, make, and perform contracts with donors, grantors, testators, and/or their personal representatives.

 

Article XI

In addition to the powers set forth above, and the powers granted by statute, the Corporation shall have the following powers:

 

  1. To purchase and own real estate and personal property of any nature; to lease, rent, sell, pledge, and mortgage any of its real estate and improvements located thereon, or any of its personal property;

 

  1. To borrow or raise money for any of the purposes of the Corporation, and in connection therewith, to execute notes, drafts, bonds, mortgages, or other evidences of indebtedness, and to secure the payment thereof, as may be required.

 

Article XII

Neither the Corporation, nor its Trustees, as individuals, shall be liable for neglect or illegal action of any of its officers or agents, provided that reasonable care shall have been exercised by the Corporation in the selection and oversight of such agent(s), or officer(s).

 

Article XIII

The Corporation reserves the right to amend, alter, change, or repeal any provision contained in these articles of incorporation in the manner now or hereafter prescribed by statute.

 

Article XIV

If at any time this Corporation shall be dissolved, the corporate assets after payment of any debts shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, or for a public purpose.

 

We, the undersigned, being the incorporators named above, for the purpose of forming a corporation, and pursuant to the laws of New Mexico, do hereby declare and certify that the facts herein stated are true, and accordingly, we have set our hands hereto, this ____________ day of _____________________, _________.

 

_____________________________  Lou Ellen Kay

 

_____________________________  Sandra K. Nakamura

 

_____________________________  Vincent P. Gutschick