Substitution Incorporator

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					                                NORTH CAROLINA
                     Department of The Secretary of State

To all whom these presents shall come, Greetings:                                               0




      I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do
hereby certify the following and hereto attached to be a true copy of


                                ARTICLES OF RESTATEMENT

                                              OF

                                  BASIC NEEDS MINISTRY



          the original of which was filed in this office on the 6th day of July, 2004.




                                              IN WITNESS WHEREOF, I have hereunto
                                              set my hand and affixed my official seal at the
                                              City of Raleigh, this 6th day of July, 2004



                                                        Secretary of State
    Document Id: C20041800014
                 6
                                                                                        SOSID: 0664922
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                                                                                       Elaine F. Marshall
                                                                                North Carolina Secretary of State
                                                                                        C200418000146


                                       ARTICLES OF RESTATEMENT
                                                         OF
                                           BASIC NEEDS MINISTRY



              Pursuant to 555A-10-06 of the General Statutes ofNorth Carolina,the undersigned

       corporation hereby submits the following Alticles of Restatement for the purpose of

       integrating into one document its original Articles of Incorporation and   all amendments
       thereto and also for the purpose of amending its Articles of Incorporation:

              1,       The name of the corporation is Basic Needs Ministry.

              2.       Attached hereto as an exhibit and hereby incorporated by reference are the

       amended and restated Articles of Incorporation.
              3.       The first amendment to the corporation’s Articles of Incorporation adopted
       is the deletion of Articles Ithrough 72 of the Articles of Incorporation (along with the

       attached provisions following the said Articles of Incorporation) in their entirety and the

       substitution therefor of the following new Articles Ithrough 10:
              I1
                       1.     The name of the corporation i Basic Needs Mlnlstry
                                                          s
                       2.     The corporation i a charitable or religious corporation within the
                                              s
              meaning of North Carolina General Statutes Section 55A-1-40(4).

                       3.     a.      The purposeforwhich thecorporationis organized is to provide
              for and care for the needy and less fortunate by providing or making available low

              priced and/or free clothing and other household or personal items, among other

              things, to those in need. The corporation’s purposes shall also include the making

              of distributions to organizations that qualify as exempt organizations under Sections

              50l(c)(3) and Section 170(c)(2) of the Internal Revenue Code of 1986 or the
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                            corresponding provision of any future United States Internal Revenue Law. In

                            pursuance of the foregoing purposes, the corporation may exercise all the rights

                            and powers conferred on non-profit corporations by the North Carolina Non-Profit

                            Corporation Act and may engage in all other lawful activities as provided therein for

                            non-profit corporations. The corporation may also do such other things as are

                            incidental to the purposes of the corporation or necessary or desirable in order to

                            acwmplish them.

                                          b.     The purposes for which the corporation is organized are

                            exclusively religious, charitable, and educational within the meaning of Section

                            501(c)(3) the Internal Revenue Code of 1986 or the corresponding provision of
                                    Qf

                            any future United States Internal Revenue Law.
                                          c.     Notwithstanding any other provision of these Articles, this

                            organization shall not carry on any sctivities not permitted to be carried on (1) by an

                            organization exempt from Federa! Income Tax under Section SOl(c)(3) of the

                            Internal Revenue Code of 1986 or the corresponding provision of any future United

                            States Internal Revenue Law or (2) by a corporation, contributions to which are

                            deductible under Section 170(c)(2) of the Internal Revenue Code or the

                            corresponding provision of any future United States Internal Revenue Law.

                                          d.      No substantial part of the activities of the corporation shall be
                            carrying on propaganda, or otherwise attempting to influence legislation, or
                            participating in, or intervening in (including the publication or distribution of

                            statements), any political campaign on behalf of any candidate for public office.

                                   4.     The corporation shall have no members.
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                       5.       The address of the registered office and principal office of the

             corporation i 1413 Kenbrook Drive, Garner, Wake County, North Carolina 27529-
                         s
             4447 and the name of the corporation's registered agent at such address is Ronald

             Lee Still.
                       6.       The directors of the corporation shall be elected or appointed in the

             manner and for the terms provided in the Bylaws, The number of directors

             constituting the board o directors shall be one (I); the name and address of the
                                     f                         and

              person who i to serve as director until his successors are elected or appointed and
                         s
              qualify is Ronald Lee Still, 1413 Kenbrook Drive, Garner, North Carolina 27529-

              4447.

                       7,       To the fullest extent permitted by the North Carolina Non-Profit

              Corporation Act as it exists or may hereafter be amended, no person who is serving

              or who has served as a director of the corporation shall be personally liable to the

              corporation or any of its shareholders for monetary damages for breach of any duty

              as a director. No amendment or repeal of this Article, nor the adoption of any
              provision of these Articles of Incorporation inconsistent with this Article, shall

              eliminate or reduce the protection granted herein with respect to any matter that

              occurred prior to such amendment, repeal, or adoption.

                       8.        No part of the net earnings of the corporation shall inure to the benefit
              of or be distributable to any of the corporation's officers, directors, trustees, or
              members, or other private persons, except that the corporation shall be authorized
              and empowered to pay reasonable compensation for services rendered and to
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                                                                                                       005/010
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                make payments and distributions in furtherance of the purposes set forth in Article

                3 hereof.

                        9.     Upon the dissolution of the corporation, the Board of Directors shall,
                 after paying or making provision for payment of all the liabilities of the corporation,

                dispose of the residual assets of the corporation (a) exclusively for the stated

                 purposes of the corporation, or (b) to one or more organizations which themselves

                                                                          and 170(c)(2) of the
                are exempt as organizations described in Sections 501(c)(3)

                 Internal Revenue Code of 1986 or corresponding Sections of any future Internal

                Revenue Code, or (c) to federal, state, or local governments to be used for public

                purposes. Any such assets not so disposed of shall be disposed of by t h e Superior

                Court of the county in which t h e 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,
                or to such governments, as said Court shall determine, for such purposes.

                        10.    The name and address of the incorporator is Ronald Lee Still, 1413

                Kenbrook Drive, Garner, North Carolina 27529-4447.';

                4.      The date of adoption of these amendments and the amended and restated

          Articles of Incorporation was the     z/ 'e   day of June, 2004.

                5.      Member approval for these amendments and the amended and restated

          Articles of Incorporation was not required since the corporation does not have any

          members.
                6.      These amendments and the amended and restated Articles of Incorporation
          were adopted by the corporation's Board of Directors as required by Chapter 55A of the

          General Statutes of North Carolina.
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                    7.      These articles will become effective upon filing with the officeof the Secretary

         of State ofthe State of North Carolina.
                                     s
                    This the     2       day of June, 2004.



                                                           BASICMEDS
                                                                  MINISTRY
                                                 By:          k/ @h@
                                                                 M
                                                           Rdnald L. Still, President and Director
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                                       AMENDEDANDRESTATED
                                     ARTICLES OF INCORPORATION
                                                     OF
                                         BASIC NEEDS MINISTRY
                                         A Nan-Profit Corporation



               Pursuant to §SA-2-02 of the General Statutes of North Carolina, the undersigned

        corporation does hereby submit these Articles of Incorporation for the purpose of forming

        a non-profit corporation.
                                                                                   ’
               1.       The name of the corporation is Basic Needs Ministry.

              2.        The corporation is a charitableor religious corporation within the meaning of

        North Carolina General Statutes Section 55A-l-40(4).

              3.        a.                                                       s
                              The purpose for which the corporation is organized i to provide for

        and care for the needy and less fortunate by providing or making available low priced

        and/or free clothing and other household or personal items, among other things, to those

        in need. The corporation’s purposes shall also include the making of distributions to

        organizations that qualify as exempt organizations under Sections 501(c)(3) and Section
        170(c)(2) of the Internal Revenue Code of 1986 or the corresponding provision of any

        future United States Internal Revenue Law. In pursuance of the foregoing purposes, the

        corporationmay exercise all the rights and powefs conferred on non-profit corporations by

        the North Carolina Non-Profit CorporationAct and may engage in all other lawful activities

        as provided therein for non-profit corporations. The corporation may also do such other

       things as are incidental to the purposes of the corporation or necessary or desirable in
        order to accomplish them.

                        b.    The purposes for which the corporation is organized are exclusively

        religious,charitable,and educationalwithin the meaning of Section 501(c)(3)
                                                                                  ofthe Internal
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       Revenue Code of 1986 or the corresponding provisionof any future United States Internal

       Revenue Law.

                       c.        Notwithstandingany other provision of these Articles, this organization

       shall not carry on any activities not permitted to be carried on (I) an organization
                                                                          by

       exempt from Federal Income Tax under Section 501(c)(3) of the Intefnat Revenue Code

       of 1986 or the corresponding provision of any future United States Internal Revenue Law

       or (2) by a corporation, contributionsto which are deductible under Section 170(c)(2) the
                                                                                           of

       Internal Revenue Code or the corresponding provisionof any future United States internal
       Revenue Law.

                       d.        No substantial part of the activities of the corporation shall be carrying

       on propaganda, or otherwlse attempting to           influence legislation, or participating in, or

       intervening in (including the publication or distribution of statements), any political

       campaign on behalf of any candidate for public oftice.

              4.       The corporation shall have no members.

              5.       The address of the registeredoffice and principal office of the Corporation is

        1413 Kenbrook Drive, Garner, Wake County, North Carolina 27529-4447 and the name

       of the corporation's registered agent at such address is Ronald Lee Still.
              6.       The directors of the corporation shall be elected or appointed in the manner

       and for the terms provided in the Bylaws. The number of directors constituting the board
       of directors shall be one (1); and the name and address of the person who is to serve as
       director until his successors are elected or appointed and qualify i Ronald Lee Still, 1413
                                                                          s
       Kenbrook Drive, Garner, North Carolina 27529-4447.
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              7,       To the fullest extent permitted by the North Carolina Non-Profit Corporation

       Act as it exists or may hereafter be amended, no person who is serving or who has served

       as a director of the corporation shall be personally liable to the corporation or any of its

       shareholders for monetary damages for breach of any duty as a director. No amendment

       or repeal of this Article, nor the adoption of any provision of these Articles of Incorporation

       inconsistent with this Article, shall eliminate or reduce the protection granted herein with

       respect to any matter that occurred prior to such amendment, repeal, or adoption.

              8.       No part of the net earnings of the corporation shall inure to the benefit of or
       be distributable to any of the corporation’s officers, directors, trustees,   or members, or
       other private persons, except that the corporation shall be authorized and empowered to

       pay reasonable compensation for setvice$ rendered and to make payments and
       distributions in furtherance of the purposes set forth in Article 3 hereof.

              9.       Upon the dissolution of the corporation, the Board of Directors shall, after
       paying or making provision for payment of all the liabilities of the corporation, dispose of

       the residual assets of the corporation (a) exclusively for the stated purposes of the

       corporation, or (b) to one or more organizations which themselves are exempt as

       organizationsdescribed in Sections 501(c)(3)and 170(c)(2) of the Internal Revenue Code

       of 1986 or corresponding Sections of any future Internal Revenue Code, or (c) to federal,

       state, or local govemments to be used for public purposes. Any such assets not so
       disposed of shall be disposed of by the Superior Court 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, or to such governments, as said Court shall

       determine, for such purposes,
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                   10.      The name and address of the incorporatoris Ronald Lee Still, 1413 Kenbrook

            Drive, Garner, North Carolina 27529-4447.

                  This the
                                g,   a   day of June, 2004,

				
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