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City of Ramsey 15153NOWTHEN BOULEVARDN.W.,RAMSEY, MINNESOTA 55303 · (612) 427-1410 MEMORANDUM WILLIAM K. GOODRICH CITY ATTORNEY TO: FROM: RE: DATE: Steve DeLuca William K. Goodrich, City Attorney Corporate Status of Ramsey Economic Development Company March 14, 1989 Attached is a copy of the Company's Articles of Incorporation. The Company was incorporated in September, 1982, pursuant to Chapter 301 Minn. Statutes known as the Minnesota Business Corporations Act (Now Chapter 302-) as a for-profit corporation and was not incorporated under the non-profit sections of the State Statutes. However, the Articles do state that the purpose of the Corporation is ". . . to contribute to the economic well- being of the area as measured by increased employment, payroll, business volume and corresponding factors rather than monetary profits to the shareholders. Any monetary profits or other benefits which flow to shareholders shall be merely incidental thereto" (emphasis added). Therefore, even though it is technically a for-profit corporation, its purposes are non-profit. There also exists in the Statutes a Development Corporations section. I have been attempting to determine if the State has the EDC classified as a Development Corporation, but have not had any success to date. You also asked about filing requirements. The EDC is required to keep its stock sale registration current with the State of Minnesota, Department of Commerce. In addition, the Company may want to file for exemption under I.R.S. Code Section 501(a) or 501(c). These Code Sections relate to income taxes for non- profit corporations. I suggest that before this decision is made, we contact an accountant to advise as to the pros and cons of such a status. Please let me know if you require further information on the above.