Articles of Incorporation.
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By-laws. |
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Document Text:
Article 1:
The corporation shall be named: Grandma’s Gifts, Inc. Article 2: The principal office of the Corporation is to be located: County of Delaware, Ohio Article 3: The primary and specific purposes for which the Corporation is formed are: (a) To operate exclusively for such charitable and educational purposes as will qualify it as an exempt organization under the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law). The Corporation is dedicated exclusively to charitable and educational purposes and not for gain or individual profit. The following more specific purposes are within the scope of such exempt purposes; (b) To support, encourage, and advance education in the region of the United States designated by the Appalachian Regional Commission as ‘Appalachian’. (c) To provide goods and opportunities to children, families, libraries, nonprofits, religious organizations, hospitals, parks and recreational groups, and government agencies within the Appalachian Region. (d) To educate people of the world about community service, philanthropy, and opportunities for involvement. (e) To work with statewide, national, and international groups who have like missions and charitable purposes. Article 4: The corporation shall have no voting members. The management and affairs 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 corporation's by-laws. No Director shall have any right, title, or interest in or to any property of the corporation. Article 5: No substantial part of the activities of the Corporation shall be the carrying on of propaganda or other attempts to influence legislation, and the Corporation shall not participate or intervene (by the publishing or distribution of statements or otherwise) in any political campaign on behalf of any candidate for public office. Article 6: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its Members, 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 these Articles. Article 7: Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from the federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future US Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future US Internal Revenue Law) or (c) by a corporation organized under the Ohio Non-Profit Corporation Law, as now existing or hereafter amended. Article 8: The Corporation shall have all powers conferred upon non-profit corporations organized under Chapter 1702 of the Ohio Revised Code (or the corresponding provision of any future Ohio Non-Profit Corporation Law); provided, however, that (a) the Corporation shall neither have nor exercise any power which would prevent it from obtaining exemption from federal income taxation as a corporation described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), or cause it to lose such exempt status, and (b) the Corporation shall not be operated for the purpose of carrying on a trade or business for profit, and no dividends shall be paid. (a) To do any and all things and to take any and all actions (not contrary to law), deemed reasonably necessary by the Board of Directors, to carry out the objects and purposes of the Corporation. (b) To purchase, take, receive, lease as lessee, take by gift, devise, bequest, or otherwise acquire, and to own, hold, use and otherwise deal in and with any real or personal property, or any interest therein, situated in or out of this State as may be necessary and proper for carrying on its legitimate affairs. (c) To receive and take by gift, grant, assignment, transfer, devise or bequest any real or personal property in trust for any charitable or educational purposes and for such other purposes as may be necessary and proper for carrying out the Corporation’s legitimate affairs. (d) To sell, convey, mortgage, pledge, lease as lessor, grant security interests in and otherwise dispose of all or any part of its property and assets. (e) To purchase, take, receive, subscribe for or otherwise acquire, own hold, vote, use or employ shares or other interests in securities or obligations of domestic or foreign corporations, associations, partnerships or individuals (whether such organizations or individuals be engaged in business for profit or otherwise) and to sell, mortgage, loan, pledge or otherwise dispose of such shares, interests or obligations. To make contracts and incur liabilities which may be appropriate to enable the Corporation to accomplish any or all of its purposes. (g) To borrow money for its corporate purposes at such rate of interest’s the Corporation may determine. (h) To invest the Corporation’s funds from time to time in any real or personal property; to lend money for its corporate purposes and to take and hold real and personal property as security for the payment of funds so invested or loaned. Article 9: The assets of the Corporation are irrevocably dedicated to charitable and educational purposes. Upon the dissolution of the Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation shall be distributed 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 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 10: By-laws of the Corporation, consistent with these Articles, may be adopted or amended by the Directors at any regular meeting or any special meeting called for that purpose. Article 11: By-laws may be amended by the Directors in the manner provided by law and in accordance with the Corporation by-laws. Article 12: No member, officer or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers or Directors be subject to the payment of the debts or obligations of this corporation. Article 13: The Founder, Emily Elizabeth Douglas, recognizes that by creating a Board of Directors she has relinquished control to the Board to govern the organization. The Founder will continue to represent as the "Vision" of the organization for as long as she so chooses. This role cannot be pasted to anyone other. In the event that the Founder feels the organization has "lost its way" in the vision that it was founded upon, she can place a "Coup”- taking back authoritative control. If a Founder Coup has taken place, the Founder will only retain control until a new Board has been created and new Primary Officers selected to once again govern the organization. Article 14: The period of duration of this Corporation is perpetual. Article 15: The following persons shall serve said Corporation as the initial Board of Directors: Emily Douglas Sarah Douglas Zachary Douglas Terri Douglas Jerry Douglas Morgan Webb Thereafter, the number and manner of election or appointment of Directors and their terms of office shall be as provided in the By-laws. Record of Changes: · State of Ohio Incorporation Date: August 8, 2008 · Articles of Incorporation Amendment Date: August 22, 2010 |
Document Text:I. Name
1. The name of the organization shall be Grandma’s Gifts, Inc. II. Board of Directors 1. The Board of Directors shall serve without pay and consist of 6 members. 2. Eligibility criteria: Board member may be of any age, educational status, gender, orientation, race, ethnicity, religion, or socioeconomic class. 3. Board members shall serve 6 years once elected to the board and can serve for an unlimited number of terms. 4. Vacancies shall be filled by the Board, with the recommendation of the Executive Director. 5. Board members who do not attend (physically or by phone) at least 75% of scheduled board meetings in a year shall be dismissed from the Board. 6. Board members must all sign and abide by the organizations conflict of interest policy, whistleblower policy, as well as the by-laws, articles of corporation, and any other documents created in management of the organization. III. Officers 1. The officers of the board shall consist of a Chair, Vice Chair, Secretary, and Treasurer nominated by the Board. 2. Elected officers will serve a term of 3 years. 3. (a)The Chair shall preside at all Board meetings, appoint committee members, and perform other duties as associated with the office. (b)The Vice-Chair shall assume the duties of the Chair in case of the Chair’s absence. (c)The Secretary shall be responsible for the minutes of the Board, keep all approved minutes in a minute book, and send out copies of minutes to all. (d) The Treasurer shall keep record of the organization’s budget and prepare financial reports as needed. IV. Committees 1. The Board may appoint standing and ad hoc committees as needed. V. Meetings 1. Regular meetings shall be held quarterly. The time shall be voted on by the members of the board. 2. Special meetings may be held at any time when called for by the Chair or a majority of Board members. 3. Agendas shall be provided at least 36 hours in advance. VI. Voting 1. (a) A majority of board members constitutes a quorum. (b) In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date. 2. Passage of a motion requires a simple majority. Anyone who does not agree with an action has the right to justify their beliefs, so this can be noted in the meetings minutes. VII. Conflict of Interest 1. Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item. VIII. Fiscal Policies 1. The fiscal year of the board shall be January 1 to December 31. IX. Founders Clause 1. The Founder, Emily Elizabeth Douglas, recognizes that by creating a Board of Directors she has relinquished control to the Board to govern the organization. 2. The Founder will continue to represent as the "Vision" of the organization for as long as she so chooses. This role cannot be pasted to anyone other. 3. In the event that the Founder feels the organization has "lost its way" in the vision that it was founded upon, she can place a "Coup" - taking back authoritative control. 4. If a Founder Coup has taken place, the Founder will only retain control until a new Board has been created and new Primary Officers selected to once again govern the organization. X. Amendments 1. These by-laws may be amended by a two-third vote of Board members present at any meeting, provided a quorum is present and provide a copy of the proposed amendment(s) are provided to each Board member at least 36 hours prior to said meeting. Record: · Adopted 8/8/2008 by vote of the Grandma’s Gifts Board · 5/23/2010 Founders Clause (IX) added and approved by vote of Grandma’s Gifts Board |