AMENDED AND RESTATED ARTICLES OF INCORPORATION
GOLDEN STATE SALMON ASSOCIATION (GSSA)
The name of this corporation is:
GOLDEN STATE SALMON ASSOCIATION (GSSA).
(a) This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes.
(b) This corporation is organized exclusively for charitable and educational purposes within the meaning of Internal Revenue Code §501(c)(3) or the corresponding provisions of any future United States internal revenue law.
(c) Notwithstanding any other provision of these articles, the 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, and the corporation shall not carry on any other activities not permitted to be carried on by (i) a corporation exempt from federal income tax under Internal Revenue Code §501(c)(3) or the corresponding provisions of any future United States internal revenue law, or (ii) a corporation contributions to which are deductible under Internal Revenue Code §170(c)(2) or the corresponding provisions of any future United States internal revenue law.
shall have no members within the meaning of §5056 of the California Nonprofit
Corporation Law, as now in effect or as may hereafter be amended. Any action which otherwise would require
approval by a majority of all members or approval by the members shall require
approval only of the board of directors of this corporation. All rights which otherwise would vest in the
members including, without limitation, the right to elect directors, shall vest
in the board of directors.
(a) This corporation is organized and operated exclusively for charitable and educational purposes within the meaning of §501(c)(3) of the Internal Revenue Code.
(b) No substantial part of the activities of this corporation shall consist of lobbying, carrying on propaganda or otherwise attempting to influence legislation (except as otherwise permitted by Internal Revenue Code §501(h)), and this corporation shall not participate or intervene in any political campaign (including publishing or distributing statements) on behalf of or in opposition to any candidate for public office.
(c) The property of this corporation is irrevocably dedicated to charitable and educational purposes as set forth in Article II. No part of the net income or assets of this corporation shall inure to the benefit of any officer or director of the corporation or to any other private person, except that this corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in furtherance of the charitable and educational purposes of this corporation.
(d) Upon the winding up and dissolution of this corporation, its assets remaining, after paying or adequately providing for the debts, obligations and liabilities of this corporation, shall be distributed to one or more nonprofit fund, foundation, corporation or organization that is (or are) organized and operated exclusively to for charitable and educational purposes and that is (or are) tax exempt under Internal Revenue Code §501(c)(3) (or the corresponding provisions of any future United States internal revenue law).