Scleroderma | Skleh – ruh – dur – muh |

Scleroderma Warriors
A Minnesota Non-profit Organization

ARTICLES OF
INCORPORATION

ARTICLE I
NAME

1.1 Name

The name of this corporation shall be Scleroderma Warriors. The business of the corporation may be conducted as Scleroderma Warriors.

ARTICLE II
DURATION

2.01 Duration

The period of duration of the corporation is perpetual.

ARTICLE III
PURPOSE

3.01 Purpose

Scleroderma Warriors is a non-profit corporation and shall operate exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Scleroderma Warriors will provide one-time educational grants to anyone 18 years or younger with a diagnosis of Limited or Diffuse Scleroderma. Scleroderma Warriors will provide one-time grants to degree-seeking children and grandchildren (biological or otherwise) of those afflicted with Diffuse Systemic Scleroderma.

Scleroderma Warriors will build and manage an internet-based platform to facilitate connection and union among all those affected by Scleroderma.

3.02 Non-Profit

Scleroderma Warriors is designated as a non-profit corporation.

4.01 Non-profit Nature

Scleroderma Warriors is organized exclusively for charitable and educational purposes. Our mission is to promote secondary education through grant offerings to youth who have been diagnosed with Limited or Diffuse Scleroderma and the children and grandchildren of those diagnosed with Diffuse Scleroderma.

Scleroderma Warriors will provide a free web-based support platform to scleroderma patients, their caretakers and their loved ones. This online community will give an opportunity to anyone affected by Scleroderma a conduit to connect, unite, share experiences, give hope and offer or receive mentorship through community forums. The site itself will also be the primary way in which our grant recipients will learn about the scholarship opportunity and access information on the application process.

No part of the net earnings of Scleroderma Warriors shall inure to the benefit of, or be distributable to its members, trustees, 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 the purpose clause hereof.

Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Scleroderma Warriors is not organized and shall not be operated for the private gain of any person. The property of the corporation is irrevocably dedicated to its educational and charitable purposes. No part of the assets, receipts, or net earnings of the corporation shall inure to the benefit of, or be distributed to any individual. The corporation may, however, pay reasonable compensation for services rendered, and make other payments and distributions consistent with these Articles.

4.02 Personal Liability

No officer or director of this corporation shall be personally liable for the debts or obligations of Scleroderma Warriors of any nature whatsoever, nor shall any of the property or assets of the officers or directors be subject to the payment of the debts or obligations of this corporation.

4.03 Dissolution

Upon termination or dissolution of the Scleroderma Warriors, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.

The organization to receive the assets of the Scleroderma Warriors hereunder shall be selected by the discretion of a majority of the managing body of the Scleroderma Warriors and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against Scleroderma Warriors by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Minnesota.

In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Minnesota to be added to the general fund.

4.04 Prohibited Distributions

No part of the net earnings or properties of this corporation, on dissolution or otherwise, shall inure to the benefit of, or be distributable to, its members, directors, officers or other private person or individual, 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 Article III, Section 3.01.

4.05 Restricted Activities

No substantial part of the corporation’s activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office.

4.06 Prohibited Activities

Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on (I) by a corporation exempt from federal income tax as an organization described by Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (II) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE V
BOARD OF DIRECTORS

5.01 Governance

Scleroderma Warriors shall be governed by its board of directors.

5.02 Initial Directors

The initial directors of the corporation shall be Melanie Gornick, Tom Miller, Roger Eral, Bethany Zucco, Fletcher Gornick and Barb Hanna.

ARTICLE VI
MEMBERSHIP

6.01 Membership

Scleroderma Warriors shall have one Essay Review Committee comprised of ten volunteer members.

6.02 Committee Criteria

Three (3) of the committee members must have a confirmed systemic sclerosis (limited or diffuse) diagnosis.
One (1) of the five scleroderma diagnosed committee members shall be 25 years of age or younger.
One (1) of the five scleroderma diagnosed committee members shall be male.

6.03 Secondary Criteria

Undiagnosed members shall fit into one of the below criteria:

  • Parent or Spouse of someone diagnosed
  • Licensed medical provider
  • Licensed educator
  • High School student
  • College student
  • Friend of someone diagnosed

6.04 Committee Term

The term of committee member is two years. Members will be appointed by the boards with 100% favor. Mid-term the board will appoint members if there is a vacancy and may remove members with a majority vote shall it seem necessary. We will strive to make the committee as inclusive and diverse as possible.

Committee members and their family members are not eligible for grants during their term(s). The management of the affairs of the committee shall be vested in the board of directors, as defined in the corporation’s bylaws.

ARTICLE VII
AMENDMENTS

7.01 Amendments

Any amendment to the Articles of Incorporation may be adopted by approval of a majority of the board of directors.

ARTICLE VIII
ADDRESSES OF THE CORPORATION

8.01 Corporate Address

The address of the corporation is:

Scleroderma Warriors
11024 Aquila Bluffs Cir.
Bloomington, MN 55438

The mailing address of the corporation is:

Scleroderma Warriors
11024 Aquila Bluffs Cir.
Bloomington, MN 55438

ARTICLE IX
APPOINTMENT OF REGISTERED AGENT

9.01 Registered Agent

The registered agent of the corporation shall be:

Melanie Gornick
11024 Aquila Bluffs Cir.
Bloomington, MN 55438

ARTICLE X
INCORPORATOR

The incorporators of the corporation are as follow:

Melanie Gornick
11024 Aquila Bluffs Cir.
Bloomington, MN 55438

CERTIFICATE OF ADOPTION OF ARTICLES OF INCORPORATION

We, the undersigned, do hereby certify that the above stated Articles of Incorporation of Scleroderma Warriors were approved by the board of directors on 04/01/2021 and constitute a complete copy of Articles of Incorporation of the Scleroderma Warriors.

Melanie Gornick
Chair

Thomas Miller
Vice Chair

Barb Hanna
Treasurer

Fletcher Gornick
Director

Roger Eral
Director

Bethany Zucco
Secretary