BCS/CD-502 (Rev. 12/05)
Date Received
EFFECTIVE DATE:
ARTICLES OF INCORPORATION
For use by Domestic Nonprofit Corporations
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 162, Public Acts of 1982, the undersigned corporation executes
the following
Articles:
ARTICLE I
The name of the corporation is:
ARTICLE II
The purpose or purposes for which the corporation is organized are:
ARTICLE III
1. The corporation is organized upon a basis.
2. If organized on a stock basis, the total number of shares which the corporation has authority to
issue is
.
If the shares are, or are to be, divided into
ARTICLE II
The purpose or purposes for which the corporation is organized are:
The corporation is formed for charitable, scientific, literary or educational purposes
within the meaning of Section 501(c)(3) of the Internal Revenue Code, and more
specifically, to provide funds materials and services to supplement academic and athletic
programs in the Portage Lake Center Elementary. The corporation may engage in any
activity in connection with the above-stated purposes for which a nonprofit corporation
may be organized under the Michigan Nonprofit Corporation Act of 1982, as amended.
However, the corporation shall not carry on any activities not permitted to be carried on
(a) by a corporation exempt from federal income tax under Section 501(c)(3) of the
Internal Revenue Code, or (b) by a corporation to which contributions are deductible
under Section 170(c)(2) of the Internal Revenue Code.
ARTICLE III
1. The corporation is organized upon a
Nonstock
basis.
2. If organized on a stock basis, the total number of shares which the corporation has authority to
issue is . If the shares are, or are to be, divided into classes, the designation of each class, the
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ARTICLE III (con’t)
number of shares in each class, and the relative rights, preferences and limitations of the shares
of each class are as follows: N/A
3. a. If organized on a nonstock basis, the description and value of its real property assets are: (if
none, insert "none")
NONE
b. The description and value of its personal property assets are: (if none, insert "none")
NONE
c. The corporation is to be financed under the following general plan:
The corporation shall be funded by contributions, fund raisers, donations, grants,
and bequests from individuals and organizations, public and private.
d. The corporation is organized on a
Membership basis.
ARTICLE IV
1. The address of the registered office is:
10011 Portage Road
Portage, Michigan 49002
(Street Address)
(City)
(ZIP Code)
2. The mailing address of the registered office, if different than above:
10011 Portage Road
Portage, Michigan 49002
(Street Address)
(City)
(ZIP Code)
3. The name of the resident agent at the registered office is:
Dana Pope
.
ARTICLE V
The name(s) and address(es) of the incorporator(s) is (are) as follows:
Name
Residence or Business Address
Amy Lancaster,
10011 Portage Rd, Portage, MI 49002
Stacey West,
10011 Portage Rd, Portage, MI 49002
Dana Pope,
10011 Portage Rd, Portage, MI 49002
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Use space below for additional Articles or for continuation of previous Articles. Please identify any
Article being continued or added.
ARTICLE VI
LIMITED LIABILITY FOR OFFICERS AND OTHER PERSONNEL
A volunteer officer of the corporation shall not be personally liable to the corporation or
its members for monetary damages for a breach of any executive officers’ fiduciary duty,
except for liability for any of the following:
(a) A breach of any executive officers’ duty of loyalty to the corporations or its
members;
(b) Acts or omissions not in good faith or that involve intentional misconduct or a
known violation of law;
(c) A violation of Section 551(1) of the Michigan Nonprofit Corporation Act,
relating to distributions, share purchases and loans to certain persons;
(d) A transaction from which the director or officer derived an improper personal
benefit;
(e) An act or omission occurring before the date this document is filed;
or
(f) An act or omission that is grossly negligent.
The corporation assumes the liability for all acts or omissions of a volunteer officer,
volunteer board member or other volunteer, so long as:
(a) The volunteer was acting or reasonably believed he/she was acting within the
scope of his/her authority;
(b) The volunteer was acting in good faith;
(c) The volunteer's conduct did not amount to gross negligence or willful and
wanton misconduct;
(d) The volunteer's conduct was not an intentional tort; and
(e) The volunteer's conduct was not a tort arising out of the ownership, maintenance, or
use of a motor vehicle for which tort liability may be imposed as provided in Section
3135 of the Insurance Code of 1956, Act No. 218 of the Public Acts of 1956, being
section 500.3135 of the Michigan Compiled Laws.
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ARTICLE VI (con’t)
For purposes of this Article VI, a "volunteer officer" means an officer who does not
receive anything of more than nominal value from the corporation for serving as an
officer other than reasonable per diem compensation and reimbursement for actual,
reasonable and necessary expenses incurred by an officer in his/her capacity as an officer.
For purposes of this Article VI, a "volunteer board member" and "other volunteer" means
an individual, other than a volunteer officer, performing services for the corporation who
does not receive compensation or any other type of consideration for the services other
than reimbursement for expenses actually incurred.
Any repeal, modification or adoption of any provisions in these Articles of Incorporation
inconsistent with this Article VI shall not adversely affect any right or protection of a
volunteer officer, volunteer board member or other volunteer of the corporation existing
at the time of such repeal, modification or adoption.
ARTICLE VII
DISSOULUTION
Upon the dissolution of the corporation, the officers shall, after paying or making
provision for the payment of all of the liabilities of the corporation, distribute all the
assets of the corporation to organizations chosen by the officers which aretax exempt
under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE VIII
REFERENCE TO INTERNAL REVENUE CODE
Any reference in these Articles to a provision of the Internal Revenue Code shall refer to
that provision in the Internal Revenue Code of 1986, as amended, or the corresponding
provision of any future United State internal revenue law.
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