Articles of Incorporation

The Undersigned incorporator is an individual 18 years of age or older and adopts the following articles of incorporation to form a nonprofit corporation (Chapter 317A).

Article 1 - Name
The name of the corporation is: United Council of Neurologic Subspecialties.

Article 2 - Registered Office Address
The registered office address of the corporation is: 201 Chicago Avenue, Minneapolis, MN 55415.

Article 3 - Registered Agent
The registered agent at the above address is: Bruce T. Levi.

Article 4 - Nonprofit Corporation
The primary mission of the United Council for Neurologic Subspecialties will be to provide for accreditation and certification and enhancement of the quality of training for physicians in neurological subspecialties with the ultimate goal of improving the quality of patient care. It may pursue any other lawful purpose, however the other lawful purposes shall always be and remain complementary to the primary mission of the corporation.

The corporation shall neither operate for the primary purpose of carrying on a trade, business or any other activity for profit, nor shall the corporation engage directly or indirectly in any activity that would invalidate its status as a corporation that is exempt from federal income taxation as an organization described in Section 501(c)(6) of the Internal Revenue Code, as now enacted or hereafter amended.

No part of the net earnings of the corporation 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 this Article.

Upon dissolution of the corporation, all of the assets of the corporation remaining after the payment of, or after the establishment of a provision for the payment of, all liabilities shall be distributed, in proportion to the direct monetary contributions, to the nonprofit organizations that established and funded the United Council for Neurologic Subspecialties, or distributed as otherwise provided by law.

Article 5 - Written Action
An action by the corporation's Board of Directors may be taken by written action signed, or consented to by authorized electronic communication, by the number of directors that would be required to take the same action at a meeting of the board at which all members were present.