Tobacco Documents Online

08/28/88 15-29 FA1 812 340 2883 DOReEY WHITNEY f{Ij030/O33 rnv nii. a~rvc~cn~ FaX:b122974036 Sep 28 '98 14:08 P.28 ARTICLES OF INCORPORATION OF MTb1NESOTA PAILINERSFYIP F01t ACCTION AGAINST TOSACCO The undersigned incorporators, rAt^9i pecsoas 18 yeazs of age or olda. in order to form a corporate ennty under Minacsota Stat,xtes, Chapter 317A, adopt the following articles of incorporation. ARTICLE I . - MAME/REGISTERED OFFICE , The name of this corporation shall be the Mtpnesota Partnetship for Action Against Tobacco--- _ The corpoaatioa's registered o4f ee is located at 1400 North Central Life Tower. 445 Minnesota Street, Saint Paul, Nlinnesota 55101. • - ARTIC,E fI PLIRPOSE This cotporation is organized excldsively for scienEfic, educational-and charitable pvrposes, within the moanin,g of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended- To this end, the corporation shall, through grants and programs, manage tlie smoking cessation and national research accounts ordered established by the Consent Judgment in State ofMinnerata, by Hubert H- Humphrey ILQ and 81ne Crosr Blue Shield of Minnesota v. Philtp Marris Incorporared et al, Ramsey County File No. CI-94-8565 (May 8, 1998), in complianco with the Court's Order Approving Plan of AA**+ini=tratioII Pursuant to Consent Judg~nent dated August 27, 1998. The corporation may similarly administer any other funds, grants or appropriations, including other fonds ffom the settlement of tho lawsuit as the Legislature may request, or as may lawfully otherwise becomc available to it; and engage in activities intended to diminuh tbe human and economic eosts of rhe use oftobacoo prodncts_ All funds, whether income orprincipal, and whether acquired by gift or oontdbntion or. otherwise, shall be devoted to aaidpurposes. ARTICLE III LIMITATIONS At all titars the foliowing shall operate as conditions restricting the operations and activities of _ the cosporatSon: tu 1. No part of the net earnings of the corporation sba11 inure to any Director or of5cer N of the corporation, nor to any other private p_~^_~~ , excepting solely such rcasonable y - ~ mmpensation that the cotpocation shall pay for servieas aetually reodered to the eorporatioa, or allowed by the corporation as a reasonable allowance for authorized Cn expenditures incurred on bohatfofUte mrporation; - ~ i)903t/S

09/28/98 15 29 FAX 612 340 2683 DORSEY WHITNEY - -~~ - __ --~ =- i v .9.:,,~,.n~ rax:olLL3f4U56 Sep 1F3 1a:Ut3 IDe31/OJJ P. 29 2. No substantial part of the activities of the corporation sha31 constitute the cazc3zng on of propaganda or otherwise attsnapting to influence legislation, or any initiative or referendum before the public, and the corporation shall notparticipate iv., or intervcne in (including by publication or distribtiwioa of statements), any political campaign on behalf of; or in opposition to, any candidate for public oSaee; 3. Notwithstanding any other provision of iltese articles, the corporition shall not' carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 5o1(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter atnended; and 4. The corporation shall not Iend any of its assets to any offreer or director of this corporation, or guarantee to any person the payment of a loan by an officer or director of this corporatioa. . - .. - . .. . . . . .,.,_ _ ' ARTICLE .LV D.IRECTORS/N~N~ERS The corporation shalI have no voting members. The management and affaita of the corporation shall be at all times under the direction of a Board of Directors, whose operations in governing the corporation shall be defined by statute and by the corpotation's Bylaws. No Director Shall • have any right, title, or interest in or to any property of the corporation devolve from theSr rclationsbip to the corporation as a Director. The powers, authorities and duties of the Board, the time and place of its meetings, and all other matters concerning the Board, subj ect to the provisions of applicable law and the other provisions of these Articles, shall be prescribed in the Bylaws. The corporation's Board of Directors shall consist of 21 petsom_ No person may be a Director L Ifthatpetson a. is, or has been within the ten yeats before becoming a director, ihe agent, attornoy, employee, lobbyist, or representative of; or b. receives, or has received witltitt the ten years before becoming a director, any compensation from; or c- s, or has been within the ten years before becoming a director, otherwise a$Iiated with any business or orgaaization which sells tobacco products, or any tiade as5ociation the majority of the members of which sell tobacco or tobacco products; or If that person or a political committee, political ftmd or principal campaign committee acting on behalf of that person receives or has received within two years before the person becomes a direcbr, any political "conttibution° under Minn. Stat Section 10A01, subd. 7 or 2 U.S.C. Section 431(8)(A) from a tobacco manufacturer, wliother made -directly by tho manufacturer or indiiectly through an etaployee acting ia the scope of his emp[oyment, efi•iIiate, lobbyist or offler agent acting tmder the substatial control of a tobaceo man,•fa••.turer and 2

------------- - 09/28/98 15-,]0.FA% 8.12,940 2683 DORSEY NHITNEY c/~•ViG<~JfVUJp ziep ;~ '7u 14: U7 r.~ Q 032/033 2_ Ualess that person has a demonstxated histery of activities directed at or expertise related to rcducing the human and economic consequences of tobacco use_ The Board of Directors shall consist o£' • Two Directors, ofdi$brent political patties, appointed by the Speaker of the House " • Two Directors, ofdiffetxat political parties, appointed by tha Senate Majority Leader • TWo Directors appointed by the Governor • Two Directors appointed bythe Attorney Ge¢erai ' • Two Directors who are employees or officials of city, county or other local govenviaeat • Eight directors from the public health community, as folIows: . Two persons who are employees or representativcs of organizations which have as tbeijpri~ orgs~onal ptupose reducin,g the hnman, social and eoonomie r- consequences oftobau,o use; • Two persons employed by or representing non-profit orgatuzazions a substanCial purpose of which is to ameliorate the effects of and reduce the incidence ofpar[icviar diseases or health conditions associated with tobaeoo use; • Two persons, employed by or representing accredited teaching and/or research ssnstitotions and foundations; and . . Two pcasons employed by or representing health care providers or payozs. .. Two persons who shall, by edueation. training or experience, have demonstrated special skills in community orb. **;zing. • One at-large director_ .ARTICLE V DEBT OSLIGaTIONS r}ND PERSONAL LIABILIT"Y No of5.cer or Director of this corporation shall be personally liable for the debts or obligations af tbis co:porat9on of any naiure whatsoever, nor shaIl any of the property o£the offi.cars or Directors be subject to the payment of the debts or obligari.ons of this corporatioa ARTICLE VI DURATION This corporation shall re=aain in ezistencc for 25 years frora the date of inearporation. ARTICLE VII DISSOLUTION Upon the time of dissolution of the corpotation, the Soard ofDireators shall distribute the corporation's assets to the State for apurely public purpose, in accordance with IRS Code Section 170 (c)(1), aEta paying, or making provisions for the payment of all debts, obligations, ' liabilitics, costs and expenses of the corporatton. -3

09/28/98 „1,5;,5,0, FA_%elg 340 2683 DOASEY WHI'i'NEY 0OSS/0oS ~'u>;•c+i~e~r+awo oep Ge 'ye t<a=~ r•~t aARTICLE VIIZ . . AMEND141ENTS TO ARTICLFS OF IIVCORPORATION These articles' may be amended by the atHlmative vote of 14 a.embezs of the 8oard of Direotozs. . ARTICLE IX INCORPORATORS The incorporators of ffus cotporation aze_ Hubert FL Eiumphrey III 102 State Capitol Saint Paul, IvZianesota 55155 C_ Everett Koap 6706 Democracy Boulevard Suite 107 , Bethesda, Maryland 208I7-1129 The undersigeed incoxpozators cer[ify both that they execute these Articles for the purposes stated herein, and that by such exccution, they afPuat the understanding that should any of the information in these Artioles be intentionally orlmowingly misstated, they aze subject to cri,+,;+,al pena.ities for perjury set forth in Nfinnasota Statutes Section 6o4.4s as if thfs docutnent had been executed under oath_ ?' FiUSER= H. xvsvlPldltESr \ p~e A6ei5[922 v7 ?-' .c, p001 Date STATE OF MINNESOTA , OEPARTMETCr OF STllTE - ' FI ]~LED SEP 2 1 1998 SeQetanr oF Sta¢d 4