ARTICLES OF INCORPORATION
PORT HURON SOUTH PARK LIONS CLUB
ARTICLE I
The name of the corporation is PORT HURON SOUTH PARK LIONS CLUB,
INCORPORATED
ARTICLE II
1.
The Corporation is organized to operate and act exclusively for charitable, scientific, and educational purposes under Section 501(c)3 of the Internal Revenue Code of
1986 (the Code) as it may be amended from time to time, including without limitation, the following purposes: a.
Solicit, collect or otherwise raise money for scientific, educational, and charitable b.
To expend, contribute, disburse, and otherwise handle and dispose of the same for such purposes either directly or by contributions to other agencies, organizations, or institutions organized for the same or similar purposes c.
To assist in harmonizing and making more efficient the work of charitable organizations in the local community. d.
To take all such actions as may be necessary or desirable to accomplish the foregoing purposes, including, but not limited to engaging in public awareness campaign through radio, print, and other media, and maintaining an internet website.
ARTICLE III
The corporation is organized upon a nonstick directorship basis. The corporation possesses the following assets:
Real property: None
Personal property: None
The corporation is to be financed under the following general plan: a.
Donations b.
Contributions from individuals and organizations c.
Special events d.
Other sources which may be available
ARTICLE IV
The address of the initial registered office is:
4474 Williams Ct.
Fort Gratiot, MI 48059-3955
The mailing address of the corporation is:
703 Colorado Avenue
Marysville, MI 48040-1223
The name of the registered agent at the registered office is:
Mary Dykstra
ARTICLE V
The name and address of the incorporator is:
Susan Dykstra
2425 Lake St.
Carsonville, MI 48419
ARTICLE VI
No part of the net earnings of the corporation shall insure to the benefit of, or be distributed to, its directors, officers, or other private persons. However, the corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II. No substantial part of the activities of the corporation shall be carrying on of propaganda or otherwise attempting to influence legislation.
The corporation shall not participate or intervene in (including the publishing and distribution of statements (any political campaign on behalf o or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under IRC 501(c) 3 or the corresponding section of any future federal tax code or (2) by a corporation whose contributions are deductible under section IRC170(c) (2) or the corresponding section of any future tax code.
ARTICLE VII
On dissolution of the corporation after paying for the payment of all liabilities of the corporation, the corporation’s assets shall be distributed to a nonprofit organization as determined by the
Board of Directors provided it is exempt from tax under Section 501 (c) 3 of the Code or shall be distributed to an organization described in Section 170 (c) (1) or Section 170 (c)2 of the code selected by the Board of Directors to be used exclusively for charitable, educational, religious, or scientific purposes.
ARTICLE VIII
Initially, the Board of Directors of the corporation shall have at least three (3) members and not more than seven (7) members appointed by the incorporator who shall elect their successors in accordance with the bylaws of the corporation.
The Board of Directors of the corporation shall have charge, control, and management of the business property, personnel, affairs, and funds of the corporation and shall have the power and authority to do and perform all acts and functions permitted for an organization described in
Section 501 (c) 3 of the code not consistent with these Articles of Incorporation or with the laws of the State of Michigan. In addition to and not in limitation of all powers, express or implied, now or hereafter conferred upon boards of directors of nonprofit corporations and in addition to the powers mentioned in an implied from Article II, the Board of Directors shall have the power to raise money for corporate purposes, to issue bonds, note or debentures, to secure such obligations by mortgage or other lien upon any or all of the property of the corporation, whether at the time owned or thereafter acquired, and to guarantee the debt of any affiliate or subsidiary corporation or other entity, whenever the same shall be in the best interests of the corporation and in furtherance of its purpose.
ARTICLE IX
No member of the Board of Directors of the corporation who is a volunteer director, as that term is defined in the Michigan Nonprofit Corporation Act (the Act), or a volunteer officer shall be personally liable to this corporation for monetary damages for breach of the director’s or
officer’s fiduciary duty; provided, however, that this provision shall not eliminate or limit liability of a director or officer for any of the following: a.
A breach of the director’s or officer’s duty of loyalty to the corporation or its members; b.
Acts or omissions not in good faith or that involves intentional misconduct or a knowing violation of the law; c.
A violation of Section 551 (1) of the Act d.
A transaction from which the director or officer derived an improper personal benefit; e.
An act or omission occurring before the filing of these Articles of Incorporation; or f.
An act or omission that is grossly negligent
The corporation assumes all liability to any person, other than corporation, for all acts or omissions of a director who is a volunteer director as defined in the Act, or a volunteer officer incurred in the good faith performance of the director’s or officer’s duties. However, the corporation shall not be considered to have assumed any liability to the extent that such assumptions is inconsistent with the status of the corporation as an organization described in the
IRC (501 © or the corresponding section of any future federal tax code. No amendment or repeal of Article X shall apply to or have any effect on the liability or alleged liability of any member or the Board of Directors or officer of this corporation for or with respect to any acts or omissions occurring before the effective date of any such amendment or repeal.
ARTICLE X
The corporation assumes the liability for all acts or omissions of a volunteer if all of the conditions are met: a.
The volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority. b.
The volunteer was acting in good faith. c.
The volunteer’s conduct was not intentional tort d.
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.
These Articles of Incorporation are signed by the Incorporator on ___________
Incorporator:
Susan J. Dykstra
11/4/2013