Articles of Incorporation for Profit Organization

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					INITIAL ARTICLES OF INCORPORATION for non-profit organization

FIRST:         Name of corporation: ReStore Marietta Inc

SECOND:        Location: Marietta, Ohio in Washington County

THIRD:          Purpose for which corporation is formed: The purpose for which this
corporation is formed is to engage in any lawful act or activity for which a non-profit
corporation may be formed under the Ohio Revised Code Section 1702.03, et seq.

Additionally, this corporation is organized and shall operate exclusively for the following
purposes:

       A. To stimulate economic development in the central business district of Marietta
through organization, promotion, design and economic restructuring.

        B. To preserve the historic character of the central business/tourist district and to
protect the features which define its character.

      C. To expand existing commercial buildings and recruit new business to
complement the current businesses.

        D. To develop and/or promote fair housing or executive office spaces on second
and third story levels of down town buildings whenever possible.

        E. To receive, administer and distribute funds in connection with any activities
related to the above purposes; provided, however, that this organization shall only engage
in activities that are in the purview of Section 501[c](3) of the Internal Revenue Code of
1954 or corresponding sections of any prior or future law.

        F. No part of the net earnings of the organization shall inure to the benefit of any
of its members or any other individual; and the organization shall not participate in or
intervene in, any political campaign on behalf of any candidate for public office.

         G. Upon dissolution of the corporation, the residual assets of the Corporation
(after all debts and liabilities of the Corporation have been met) shall be distributed to the
Marietta Community Foundation to be used at its discretion or should it no longer be in
existence, any other private, nonprofit corporation which is an exempt organization as
described in Section 501(c) (3) of the Internal Revenue Code of 1954 or corresponding
sections of any prior or future law, as designated by the Board of Directors prior to
dissolution.

FOURTH:        Number of shares issued: None
FIFTH:           The following are the names and address of the individuals who are to
serve as initial Directors until the first annual meeting or other meeting called to elect
directors:

       Name                            Address

1.


2.


3.


SIXTH:         Duration: The duration of the Corporation is perpetual

SEVENTH: Membership: The Corporation may have a membership distinct from the
board of trustees. The authorized number and qualification of the members of the
corporation, the manner of their admission, the different classes of membership, if any,
the property, voting and other rights and privileges of members and their liability for dues
and assessments and the method of collection, may be set forth in the Corporation’s By-
Laws.

EIGHTH:         Distribution upon Dissolution. Upon dissolution of the corporation, the
residual assets of the corporation (after all debts and liabilities of the Corporation have
been met) shall be distributed to the Marietta Community Foundation to be used at its
discretion or should it no longer be in existence, any other private, nonprofit corporation
which is an exempt organization as described in Section 501(c) (3) of the Internal
Revenue Code of 1954 or corresponding sections of any prior or future law, as designated
by the Board of Directors prior to dissolution.

NINTH:         Restriction:

              A. The Corporation is a corporation not for profit as defined in Chapter
1702 of the Ohio Revised Code. The Corporation is not formed for financial gain.

                B. No part of the income, assets or net earnings of the Corporation is
distributable to or for the benefit of its Trustees, Members, Directors, Officers, or any
private individual or entity, except to the extent permissible under the law.

TENTH:         Amendments: Any provision of these Articles of Incorporation may be
amended by the affirmative vote of the members of the Corporation at any meeting after
October 1, 2007, provided that such amendment shall be consistent with the applicable
provisions of Chapter 1702 of the Ohio Revised Code and the organization’s Constitution
or Regulations.
In Witness Whereof, the undersigned has signed these Articles of Incorporation on this

________________________ day of _________________ 2006.




___________________________________________ Director



___________________________________________ Director




___________________________________________ Director

				
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