Form SBD-1 "West Virginia Articles of Incorporation for a Broadband Cooperative Association" - West Virginia

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This is a legal form that was released by the West Virginia Secretary of State - a government authority operating within West Virginia. As of today, no separate filing guidelines for the form are provided by the issuing department.

Form Details:

  • Released on September 7, 2019;
  • The latest edition provided by the West Virginia Secretary of State;
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Download Form SBD-1 "West Virginia Articles of Incorporation for a Broadband Cooperative Association" - West Virginia

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West Virginia Secretary of State
WEST VIRGINIA ARTICLES OF
Business & Licensing Division
INCORPORATION FOR A BROADBAND
Tel: (304)558-8000
COOPERATIVE ASSOCIATION
Fax: (304)558-8381
Form CBD-1
Web site:
www.wvsos.gov
Rev. 7/9/2019
FILE ONE ORIGINAL
(Two if you want a filed stamped copy returned to you.)
FILING FEE:
$100 (profit)
$25 (non-profit)
*
Fee Waived for Veteran-owned corporation
Control #
The undersigned, acting as incorporators as governed by WV Code
§31G-2
of the amended Code which shall be perpetual, adopt the
following Articles of Incorporation for a West Virginia Broadband Cooperative Association (broadband internet services).
1. The name of the West Virginia Broadband Cooperative
Association shall be:
[Per WV Code, the name must include the words
“cooperative,” “co-operative” or “co-op” in the name and the name MUST
contain one of the required corporate name endings per
§31D-4-401
of the
West Virginia Code (*see attached instructions for the list of required
name endings)]. This name is your official name and must be used in its
entirety when in use unless a Trade Name (DBA) is registered with the Office
of the Secretary of State, according to
Chapter 47-8
of the West Virginia Code.]
CHECK BOX to indicate you've included one of the REQUIRED CORPORATE NAME ENDINGS (See instructions for name endings).
.
2
The address of the principal office
Street:
of the corporation will be:
City:
State:
Zip Code:
County:
Located in the County of (required):
The mailing address of the above
Street:
location, if different, will be:
City:
State:
Zip Code:
3. The physical address (not a PO Box)
Street:
of the principal place of business in
West Virginia, if any:
City:
State:
Zip Code:
County:
Located in the County of:
The mailing address of the above
Street:
location, if different, will be:
City:
State:
Zip Code:
4. The name and address of the person
Name:
(agent) to whom notice of process
may be sent, if any, will be:
Street:
City:
State:
Zip Code:
West Virginia Secretary of State
WEST VIRGINIA ARTICLES OF
Business & Licensing Division
INCORPORATION FOR A BROADBAND
Tel: (304)558-8000
COOPERATIVE ASSOCIATION
Fax: (304)558-8381
Form CBD-1
Web site:
www.wvsos.gov
Rev. 7/9/2019
FILE ONE ORIGINAL
(Two if you want a filed stamped copy returned to you.)
FILING FEE:
$100 (profit)
$25 (non-profit)
*
Fee Waived for Veteran-owned corporation
Control #
The undersigned, acting as incorporators as governed by WV Code
§31G-2
of the amended Code which shall be perpetual, adopt the
following Articles of Incorporation for a West Virginia Broadband Cooperative Association (broadband internet services).
1. The name of the West Virginia Broadband Cooperative
Association shall be:
[Per WV Code, the name must include the words
“cooperative,” “co-operative” or “co-op” in the name and the name MUST
contain one of the required corporate name endings per
§31D-4-401
of the
West Virginia Code (*see attached instructions for the list of required
name endings)]. This name is your official name and must be used in its
entirety when in use unless a Trade Name (DBA) is registered with the Office
of the Secretary of State, according to
Chapter 47-8
of the West Virginia Code.]
CHECK BOX to indicate you've included one of the REQUIRED CORPORATE NAME ENDINGS (See instructions for name endings).
.
2
The address of the principal office
Street:
of the corporation will be:
City:
State:
Zip Code:
County:
Located in the County of (required):
The mailing address of the above
Street:
location, if different, will be:
City:
State:
Zip Code:
3. The physical address (not a PO Box)
Street:
of the principal place of business in
West Virginia, if any:
City:
State:
Zip Code:
County:
Located in the County of:
The mailing address of the above
Street:
location, if different, will be:
City:
State:
Zip Code:
4. The name and address of the person
Name:
(agent) to whom notice of process
may be sent, if any, will be:
Street:
City:
State:
Zip Code:
WEST VIRGINIA ARTICLES OF INCORPORATION FOR A BROADBAND COOPERATIVE ASSOCIATION
Page 2
5. E-mail address where business correspondence may be received:
6. Web site address of the business, if any (ex: yourdomainname.com):
7. Do you own or operate more than one
Yes
No
Decline to answer
* Answer a. and b. below.
business in West Virginia?
If "Yes"... a. How many businesses?
b. Located in how many West Virginia counties?
8. Will the West Virginia Broadband Cooperative Association apply for 501(c)(12) status as a utility cooperative with the IRS?
[If Yes, you will need to include specific language that is required by the IRS to be included in your Articles of Incorporation.]
Yes
No
9. The corporation is organized as (check one):
FOR PROFIT (Proceed to question #10.)
NON-PROFIT, NON-STOCK (Proceed to question #11.)
10. FOR PROFIT ONLY
a.
If Organized with ONE class of stock (Indicate the amount and par value of capital stock issued. If not issuing capital stock,
enter zero's "0".):
The total value of all authorized capital stock of the corporation will be $
(number of shares x $ value per share)
The capital stock will be divided into
shares at the par value of $
per share.
(number of shares)
($ value)
b.
If Organized with MORE THAN ONE class of stock:
The total number of authorized shares of all classes of stock of the corporation will be:
The number of shares of each class that have a par value will be:
The par value of each share by class will be:
The number of shares that are to be without par value:
Please include a statement of the powers, preferences, rights, qualifications, limitations or restrictions in respect to a class of
stock fixed:
c.
If Organized WITHOUT capital stock:
The property rights and interest of each member shall be:
Equal
Unequal
If UNEQUAL:
Please state the general rules applicable to the classes of members whose property rights and interests are determined and fixed:
Please include provisions regarding the admission of new members who may be entitled to share in the property of the association
with the old members:
11. a. The purpose for which this West Virginia Broadband Cooperative Association is formed is as follows (Describe the type
of business activity to be conducted in the spaces provided below.):
Internet services -
§31G-2-1
Per
of the WV Code, the association may be organized to "engage in any qualified activity in connection with any
internet service; or any activity in connection with the purchase, providing or use by its members of internet services; or in the financing, directly,
through the association of any qualified activities." "Internet services" means providing access to, and presence on, the internet and other services.
Data may be transmitted using several technologies, including dial-up, DSL, cable modem, wireless, or dedicated high-speed interconnects.
"Qualified person" means a person who is engaged in the use of internet services, either in an individual capacity, as a political subdivision of this
state, or as a business. "Qualified activity" means using internet services.
WEST VIRGINIA ARTICLES OF INCORPORATION FOR A BROADBAND COOPERATIVE ASSOCIATION
Page 3
11. a. Continued from page 2.
Check here if applying for 501(c)(12) status.
This West Virginia Broadband Cooperative Association is organized and operated on a cooperative basis for the purpose of
providing a mutually desired service to members at cost. All income will be used to cover losses and expenses with any
excess either being distributed to members or retained to cover future losses and expenses, as governed by the bylaws. The
purpose of this association is to embody the cooperative structure through democratic control, subordination of capital, and
operating at cost with a benefit to members.
b. Will the incorporation elect to be organized for purposes as a “Benefit Corporation” per West Virginia Code §31F? ONLY
applicable to "FOR PROFIT" corporations; "NON-PROFIT" corporations CANNOT elect this status.
Yes
[If "Yes," the corporation must be formed FOR PROFIT and the purpose(s) indicated in Section 10a. above must
include a "general public benefit" as set forth in
§31F-3-301(a)
of the West Virginia Code. Per §31F-1-102(c),
“general public benefit” means “a material positive impact on society and the environment taken as a whole, as
measured by a third-party standard, from the business and operations of a benefit corporation."].
No [Proceed to Section 12.]
12. The names and addresses of the incorporators (members) are:
NOTE: West Virginia Broadband Cooperative Associations must list at least TWENTY (20) incorporators (members).
Name
Address
City
State
Zip Code
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
Continued on page 4.
WEST VIRGINIA ARTICLES OF INCORPORATION FOR A BROADBAND COOPERATIVE ASSOCIATION
Page 4
12. Continued from page 3:
Name
Address
City
State
Zip Code
17.
18.
19.
20.
Check this box to acknowledge that your bylaws will set out the total number of Directors which shall not be less than 3.
13.
14. Is the organization a "veteran-owned" organization?
Effective JULY 1, 2015, to meet the requirements for a “veteran-owned” organization, the entity filing the registration must
meet the following criteria per West Virginia Code §59-1-2a:
1. A “veteran” must be honorably discharged or under honorable conditions, and
2. A “veteran-owned business” means a business that meets one of the following criteria:
o Is at least fifty-one percent (51%) unconditionally owned by one or more veterans; or
o In the case of a publicly owned business, at least fifty-one percent (51%) of the stock is unconditionally owned by one or
more veterans.
Yes
CHECK BOX
(If "Yes," attach Form DD214)
indicating you have attached Veteran Affairs Form DD214
National Personnel Records Center
You may obtain a copy
No
Military Personnel Records
of your Veterans Affairs
1 Archives Drive
Form DD214 by
St. Louis, MO 63138
contacting:
Toll free: 1-86-NARA-NARA or 1-866-272-6272
Phone: 314-801-0800
www.archives.gov/veterans/military-service-records
effective July 1, 2015, the registration fee is waived for entities that meet the requirements as a "veteran-owned"
Per WV Code
59-1-2(j)
organization. See attached instructions to determine if the organization qualifies for this waiver. In addition, a "veteran-owned" entity will have
four (4) consecutive years of Annual Report fees waived AFTER the organization's initial formation [see WV Code 59-1-2a(m)].
15. The number of acres of land it holds or expects to hold in West Virginia is:
16. Contact and Signature Information*
:
(See below Important Legal Notice Regarding Signature)
Phone:
a. Contact person to reach in case there is a problem with filing:
b. Print name of person who is signing articles of incorporation:
c. Signature of Incorporator:
Date:
*Important Legal Notice Regarding Signature: Per West Virginia Code §31D-1-129. Penalty for signing false document.
Any person who signs a document he or she knows is false in any material respect and knows that the document is to be delivered
to the secretary of state for filing is guilty of a misdemeanor and, upon conviction thereof, shall be fined not more than one
thousand dollars or confined in the county or regional jail not more than one year, or both.
Important Note: This form is a public document. Please do NOT provide any personal identifiable information on this form
such as social security number, bank account numbers, credit card numbers, tax identification or driver's license numbers.
Reset Form
Print Form
INSTRUCTIONS FOR FILING ARTICLES OF INCORPORATION FOR A WEST VIRGINIA BROADBAND COOPERATIVE ASSOCIATION
BEFORE YOU COMPLETE THE APPLICATION:
I. The corporate name you select will be approved only if it is available - that is, if the name is not the same as and is distinguishable from any other name which has
been reserved or filed. If you prepare corporate papers without applying for and receiving a name reservation, you do so at your own risk. A telephone check on
availability of a name is NOT a guarantee. You may apply for a name reservation in writing, accompanied by the applicable fee payable to the Secretary of State,
mailed to the address at the top of the application. Once approved, the name will be held for 120 days.
COMPLETING THE APPLICATION:
Section 1.
Enter the exact name of the broadband cooperative association. The name MUST contain the following words in the name:
§31G-2-1
of the WV Code, the name must include the words “cooperative,” “co-operative” or “co-op” in the name, and
a) Per
b) words or abbreviations designating a corporation such as, “corporation” (corp.), “company” (co.), “incorporated” (inc.), “limited” (ltd.), or an
abbreviation of one of these terms. Remember, the name that is on your certificate of incorporation is your official name and must be used in its entirety when in use
unless you file a trade name (dba) registration with the Office of the Secretary of State. Failure to do so could result in a fine or imprisonment.
Section 2.
The principal office may be located within West Virginia or another state. List the address of the principal office. You may change your principal
office address by filing with the Secretary of State an application to appoint or change address, agent or officers [Form AAO] (fee $15).
Section 3.
A West Virginia domestic corporation may have a physical location as the principal place of business within the state. Give the street address, city,
zip and county in WV, if any. You may change your principal office address by filing with the Secretary of State an application to appoint or change address, agent or
officers [Form AAO] (fee $15).
Section 4.
Unless you name a person or business as “agent of process” who can receive service of a summons or complaint, legal process will go to the address
listed in #2. You may change “agent of process” by filing with the Secretary of State an application to appoint or change address, agent or officers [Form AAO] (fee
$15).
Section 5.
List an e-mail address (yourname@domainname.com) where you can receive important e-mail notifications (e.g., Annual Report notices).
Section 6.
List the web site address (domainname.com) of the business, if any. DO NOT list a physical mailing address.
Section 7.
Indicate whether or not you own or operate more than one business in West Virginia. If “Yes"...
a. List the total number of businesses in West Virginia in the space provided.
b. List the total number of counties in West Virginia in which the businesses conduct operations.
Section 8.
If you plan to apply for 501(c)(12) status as a utility cooperative with the IRS, check "Yes." you will need to include specific language required by the
IRS to be included in your Articles of Incorporation. That required language statement is provided under Section 11a. on page 3 of this application. Be sure to check
the box next to "Check here if applying for 501(c)(12) status" under Section 11a. if this applies to your entity.
Section 9.
Check For Profit if the corporation will be organized as a "for profit" corporation. Check Non-Profit, Non-Stock if the corporation will be organized as
a "non-profit, non-stock" corporation.
If organized with ONE class of stock:
Section 10.
a.
This statement sets the total value of all authorized capital stock, for which there will be one class, and
how it is divided into shares with a set value per share. (Calculation example: 100 shares x $10 per share = $1,000 total value.) It does not necessarily reflect the money
put into the corporation. The number of shares must be listed, but may be increased later. If not issuing stock, enter zero "0" in the fields.
b. If organized with MORE THAN ONE class of stock: This statement sets forth the total number of authorized shares of all classes of stock issued,
the number of shares of each class that have a par value, the par value of each share by class, and the number of shares that are to be issued without par value. You must
also include a statement of the powers, preferences, rights, qualifications, limitations or restrictions in respect to a class of stock fixed. Attach additional pages if
necessary.
c. If organized WITHOUT capital stock: Indicate whether the property rights and interest of each member shall be "equal" or "unequal." If
"unequal," you must state the general rules applicable to the classes of members whose property rights and interests are determined and fixed. You must also include
provisions regarding the admission of new members who may be entitled to share in the property of the association with the old members.
Section 11.
a.
It is important to describe the purpose(s) [i.e., principal activity(ies)] to be conducted by the corporation clearly to insure you receive all the
necessary information about registering with the required state agencies. Broadband cooperative associations may be organized to engage in any qualified activity in
connection with obtaining or providing internet services [per WV Code §31G-2-1]. See the description under this question on the application for more information.
501(c)(12) IRS Status: If the corporation is applying for 501(c)(12) status through IRS, check the box to confirm it will organize and operate on a
cooperative basis for the purpose of providing a mutually desired service to its members at cost and to include the 501(c)(12) status language in the Articles of
Incorporation as required by the IRS.
b. If “No,” proceed to Section 12. If “Yes,” and the FOR PROFIT incorporation elects to be organized for purposes as a “Benefit Corporation,” per
West Virginia Code
§31F-3-301
(NON-PROFIT corporations CANNOT elect this status), the purpose listed in Section 11a. above must clearly state as one of its
purposes the purpose of creating a “general public benefit.” You must indicate as one of its purposes stated in Section 11a. above the purpose of creating a “general
public benefit” as set forth in
§31F-3-301(a)
of the West Virginia Code. A “general public benefit” means “a material positive impact on society and the environment
taken as a whole, as measured by a third-party standard, from the business and operations of a benefit corporation,” [see West Virginia Code §31F-1-102(c)]. This
purpose is in addition to its principal business purpose stated under
§31D-3-302
of the West Virginia Code. It may also identify one or more “specific public benefits”
that it is the purpose of the corporation to create. Per West Virginia Code
§31F-1-102(e)
“specific public benefit” means “a benefit that serves one or more public
welfare, religious, charitable, scientific, literary or educational purposes, or other purposes or benefit beyond the strict interest of the shareholders of the benefit
corporation, including:
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