Articles of Incorporation
The original document for The Bread Museum & Bread Culture Study Center was filed with the Secretary of State, Business Services Division, Lincoln, Nebraska, March 25, 2019.
The Amended & Restated Articles of Incorporation of the NATIONAL BREAD MUSEUM OF GRAIN-BAKING-BREAD CULTURE was filed as above on May 14, 2020.
Amended & Restated Articles of Incorporation of
NATIONAL BREAD MUSEUM OF GRAIN-BAKING-BREAD CULTURE
formerly The Bread Museum & Bread Culture Study Center
(A Nebraska Nonprofit Corporation)
The following Amended & Restated Articles of Incorporation hereby supersede the Original Articles of Incorporation filed March 25, 2019, and any amendments thereto and hereby consolidate said Articles of Incorporation and amendments into a single document. The Articles to follow, which include a change to the entity's name, did not require approval by the members of the Nonprofit nor the board of directors as they were adopted by a sufficient vote of the sole incorporator.
The undersigned, for the purpose of forming a Nonprofit Corporation under the Nebraska Nonprofit Corporation Act, as amended (the "Act"), does hereby certify and adopt these Amended & Restated Articles of Incorporation:
ARTICLE 1: The name of the Corporation is the National Bread Museum of Grain-Baking-Bread Culture (hereinafter the National Bread Museum).
ARTICLE 2: The Corporation is a public benefit corporation within the meaning of Section 21-19, 177 of the Act.
ARTICLE 3: The duration of the Corporation is perpetual.
ARTICLE 4: The address of the initial Registered Office of the Corporation in the State of Nebraska is: (-----), and the name of the initial Registered Agent at said address is: Donna xxx Kozak.
ARTICLE 5: The name of the incorporator is Donna xxx Kozak, whose address is (-----).
ARTICLE 6: The Corporation may have non-voting members within the meaning of Section 21-1941 of the Act as the bylaws establish classes of membership with different rights or obligations.
ARTICLE 7: The Corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, (or the corresponding provision of any future United States Internal Revenue Law (the "Code")), including, but not limited to, the following:
(A) To transact any and all lawful business for which nonprofit corporations may be incorporated under the laws of the State of Nebraska, to the extent that such business may be conducted by organizations that qualify as exempt organizations under Section 501(c)(3) of the Code;
(B) To receive gifts and grants, to use such gifts and grants, proceeds of such gifts and grants, and income from the investment of such gifts and grants, or to make distributions thereof, for charitable and educational purposes within the meaning of section 501(c)(3) of the Code;
(C) to establish this country's "Smithsonian" of bread culture "in the Heartland of the nation, the Midwest Grain Belt, and the Bread Basket of North America" to shine a light on our country's grain-to-
baking heritage with an educational emphasis on home baking;
(D) To create a preservation and education center for this country related to the National Bread Museum's theme of bread culture: ag/grain-milling-flour-bread/baking;
(E) To provide the following to support the National Bread Museum's theme, including, but not limited to:
1 - museums with study centers for the historical preservation, educational benefit, and enrichment of people's lives (the National Bread Museum, Tins of Taste Museum, Cultural Heritage Museum)
2 - educational training centers such as for:
(a) the processes of agriculture, grains, milling, flour,
(b) baking & foods to offer the opportunity for all people to learn the skill of making a basic bread food to prevent hunger, and to learn the basics of healthy eating,
(c) cultures and heritages: geography, migration, immigration, assimilation of baking,
(d) hand skills and trades engaging generational exchange,
(e) "bread" as related to history, economics, government, religion, cultural heritage and mores;
3 - a historical ancestral registry and theme-related grain-to-baking-culture archive to document the land builders, grain growers, millers, and bakers, with an emphasis on the home bakers – all who were and still are a part of building the agricultural and food/baking foundation of this country's
development (i.e., primarily our entrepreneurial, ancestral farmers and homemakers),
4 - a bread culture history center and a library (giving the public access to many otherwise, rare items)
5 - a bakery and teaching center,
6 - an eatery/restaurant rooted in historical foods, cultures, traditions, holidays, festivals,
7 - a publication center to provide bread culture-related information to the general public,
8 - encouragement and support for local, regional, national, and international travel and learning regarding the world-wide influence and effect of bread culture on each person's life,
9 - retail museum shop;
(F) to ignite and engage storytelling of "world and time travel" of bygone days, ways-of-life, exploring the ancestral ways of then-to-now regarding the bread culture theme;
(G) to continue to acquisition artifacts and information for educational benefit and historical preservation, related to the worldwide bread culture subject, especially with an emphasis on:
1 - home baking/bakers in the United States of America,
2 - the grain-milling-flour-baking industry companies who do or no longer exist in the states and territories,
3 - the 300+ flour mills which existed in Nebraska in the late 1800s, and then beyond,
4 - the bakeries in Nebraska of yesteryear and today which sustain communities;
(H) Promote collaboration and linkages within schools, home schooling, and the community to offer information, education, and training on the importance of historical and museum preservation, grain-related agriculture, milling, and flour production to provide a forum for discussion and study regarding the foundation of the bread culture theme;
(I) Nothing herein shall be construed to give the Corporation any purpose that is not permitted under Section 501(c)(3) of the Code. In furtherance of, and not in limitation of, the purposes set forth herein, the Corporation may exercise any and all lawful powers of a Nebraska nonprofit corporation.
ARTICLE 8: The bylaws of the Corporation shall regulate the internal affairs of the corporation, except any provisions hereinafter set forth for the distribution of assets on dissolution or final liquidation.
ARTICLE 9: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to, any of the Corporation's 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 Article 7, to pay fair market value for property purchased by the Corporation. 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 of Incorporation, this Corporation shall not carry on any other activities not permitted to be carried on:
(A) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or
(B) by a corporation, contributions to which are deductible under 170(c)(2) of the Code.
ARTICLE 10: Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all the legal liabilities of the Corporation, distribute all the assets 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 the assets 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 11: The Corporation shall and does hereby indemnify all and any persons or classes of persons who it may indemnify as directors, officers, employees, incorporators, and agents to the fullest extent permitted by a corporation organized under the Act of the corporation, from any liability regarding the corporation and the affairs of the corporation, unless the person fraudulently and intentionally violated the law and/or maliciously conducted acts to damage and/or defraud the corporation, or as otherwise provided under applicable statute, and to the fullest extent permitted.
ARTICLE 12: These Articles of Incorporation may be amended and/or restated in accordance with the applicable Nebraska Statutes effective at that time.
ARTICLE 13: These Articles of Incorporation shall be effective as of the date of their filing with the Secretary of State of the State of Nebraska.
In affirmation of the facts stated above, I have hereunto subscribed my name this __22nd __ day of the month of April, in the year of our Lord, 2020.
Signed with _____a handwritten autograph of Incorporator______
Donna xxx Kozak