HomeMy WebLinkAboutCF Habitat Articles of Incorporation0
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CAPE FEAR HABITAT FOR HUMANITY, INC.
A
Non -Profit Corporation
The undersigned natural person of the age of twenty-one
(21) years or more, acting as incorporator for the purpose of
creating a non-profit corporation under the laws of the StatF:
of North Carolina, as contained in Chapter 55A of the General.
Statutes of North Carolina, entitled "Non -Profit Corporation
Act", and several amendments thereto, does hereby set forth:
ARTICLE I
The name of the Corporation is CAPE FEAR HABITAT FOR
HUMANITY, INC.
ARTICLE II
The period of duration of the Corporation shall be
perpetual.
ARTICLE III
The purposes for which the Corporation is organized are:
(1) Exclusively religious, charitable, scientific,
literary and educational within the meaning of Section
501(c)(3) of the Internal Revenue Code of 1954 or the
corresponding provision of any future United States Internal
Revenue Law.
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(2) Through loving acts and spoken word, our desire is
to exalt Jesus Christ as Lord, demonstrating His love to all
people.
In its Habitat program globally, Habitat for Humanity
seeks to give witness to the Christian gospel by working in
partnership with God's people in need to create a decent
i
habitat in which to live and work. The aim is to create an
environment of hope, dignity, and a truly human existence for
all people; as much as possible this should be done with
it
Ithe recipients of houses making the decisions regarding their
development.
Wherever possible, we would cooperate with other
agencies that have similar purpose, and we seek an ever-
expanding company of persons to participate in this ministry,
ARTICLE IV
The Corporation shall have no capital stock and shall be:
composed of members, rather than shareholders.
ARTICLE V
Membership shall be open to all persons interested in
and in sympathy with the objectives of the Corporation, who
shall pay dues to it as determined by the Board of Directors,
and who meet any additional requirements as set out in the
By -Laws.
Membership shall not be transferable.
ARTICLE VI
The governing body of this Corporation shall be the
Board of Directors. Directors shall be elected by the
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members of the Corporation entitled to vote for Directors
according to the By -Laws of the Corporation. The Board of
Directors shall have the authority to make, alter and amend
the By -Laws of the Corporation in any manner not inconsistent.
with these Articles of Incorporation and the By -Laws of the
Corporation.
ARTICLE VII
The designated title of the officers of the Corporation
shall be set forth in the By -Laws.
ARTICLE VIII
The Corporation shall have all rights and powers as are
granted to other corporations of like character under the
laws of the State of North Carolina, and specifically those
permitted under the provisions of North Carolina General
Statutes Section 55A-17.
ARTICLE IX
(A) Notwithstanding any other provision of these
Articles, this organization shall not carry on any other
activities not permitted to be carried on by an organization
exempt from Federal Income Tax under Section 501(c)(3) of the
Internal Revenue Code of 1954 or the corresponding provision
of any future United States Internal Revenue Law.
(B) In the event of dissolution, the residual assets of
the organization will be turned over to one or more
organizations which themselves are exempt as organizations
described in Sections 501(c)(3) and 170(c)(2) of the Internal
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Revenue Code of 1954 or corresponding sections of any prior
or future Internal Revenue Code, or to the Federal, State or
local government for exclusive public purpose.
(c) 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 person, except
that the Corporation shall be authorized and empowered to pal -
reasonable compensation for services rendered and to make
"payments and distributions in furtherance of the purposes set,
forth in Article III.
a
ARTICLE X
There shall be three (3) persons constituting the
linitial Board of Directors, whose names and addresses are as
follows:
Name
Kathleen M. Shannon
Hilda B. Worth
Eric Burton
Address
113 Dock Street
Wilmington, NC 28401
8040 Bald Eagle Lane
Wilmington, NC 28405
224 Spruce Drive
Wilmington, NC 28403
ARTICLE XI
The address of the initial principal and registered
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office of the Corporation is 113 Dock Street, Wilmington, New
Hanover County, North Carolina. The name of the initial
registered agent at such address is Kathleen M. Shannon.
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ARTICLE XII
The name and address of the incorporator is as follows:
Kathleen M. Shannon 113 Dock Street
Wilmington, NC 28401
IN TESTIMONY WHEREOF, I have hereunto set my hand, this
the _(� day of February, 1987.
Kathleen M. Shannon
STATE OF NORTH CAROLINA
COUNTY OF BRUNSWICK
This is to certify that on the 9_ day of February,
1987, before me, a Notary Public, personally appeared
Kathleen M. Shannon, who, I am satisfied, is the person named
in and who executed the foregoing Articles of Incorporation,
and I having first made known to her the contents thereof she
did acknowledge that she signed and delivered the same as her
voluntary act and deed for the uses and purposes therein
expressed.
IN TESTIMONY WHEREOF, (I have hereunto set my hand and b
official seal, this the / day of February, 1987.
VM a�
Notary Public
My Commission Expires: 9/7/91
Page 5
°MPARTM� NORTH CAROLINA
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Department of the Secretary of State
d,CSE ate, ,WOYd
To all whom these presents shall come, Greetings:
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
CAPE FEAR HABITAT FOR HUMANITY, INC.
the original of which was filed in this office on the 14th day of July, 2011.
IN WITNESS WHEREOF, I have hereunto set
my hand and affixed my official seal at the City
of Raleigh, this 14th day of July, 2011.
Certification# C201119400060-1 Reference# C201119400060-1 Page: 1 of 6 Secretary of State
Verify this certificate online at www.secretary.state.nc.us/verification
C201119400060
SOSID: 0203810
Date Filed: 7/14/2011 5:56:00 PM
Elaine F. Marshall
North Carolina Secretary of State
C201119400060
ARTICLES OF RESTATEMENT
OF
(A NONPROFIT CORPORATION)
Pursuant to § 55A-10-06 of the General Statutes of North Carolina, the
undersigned corporation hereby submits the following for the purpose of restating its Articles of
Incorporation.
1. The name of the corporation is Cape pear Habitat For Humanity, Inc.
2. The text of the Restated Articles of Incorporation is attached.
3. These Restated Articles of Incorporation were adopted by the board of
directors and contain an amendment not requiring member approval. The reason member
approval is not required is due to there not being any members.
4. These Articles will be effective upon filing.
This the -1'day of July, 2011.
RoberMaUho
Executive Director
ND: 4837-7731-5082, v. 1
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C201119400060
f;.
ARTICLES OF RESTATEMENT
X1
CAPE FEAR HABITAT FOR HUMANITY, INC.
(A NONPROFIT CORPORATION)
1, the undersigned individual, hereby do make and acknowledge these Articles of
Restatement are adopted pursuant to the laws of the State of North Carolina as contained in
Chapter 55A of the General Statutes of North Carolina, entitled "North Carolina Nonprofit
Corporation Act," and the several amendments thereto, and to that end hereby do set forth:
Inc.
Name: The name of the corporation is Cape Fear Habitat for Humanity,
2. Duration: The period of duration of the corporation shall be perpetual.
3. Principal Office Address: The street and mailing address of the
corporation's principal office is 20 North 4th Street, Suite 200, Wilmington, New Hanover
County, NC 28401.
4. Repistered Office and Aaent: The street and mailing address of the
registered office of the corporation is 20 North 4th Street, Suite 200, Wilmington, New Hanover
County, NC 28401; and the name of the registered agent at such address is Robert D. Calhoun.
5. Purposes: The corporation is organized and will be operated exclusively
for religious, charitable, scientific, literary or educational purposes within the meaning of
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") or any
corresponding provision of any future United States Internal Revenue Laws (hereinafter the
Code and the corresponding provisions of any future United States Internal Revenue Laws shall
collectively be referred to as the "Code"). In order to achieve the foregoing purposes, the
corporation shall have the following powers and authority:
a. To engage in fund-raising activities and to accept gifts and
contributions in any form and of any property, including without limitation, both real and
personal property, to be used for the purposes of the corporation.
b. To apply for and" secure financial giants from public and private
sources for furtherance of the purposes of the corporation.
C. To make distributions in any form and of any property, including
without limitation, both real and personal property, for the purposes of the corporation.
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d. To undertake any activity whatsoever that is in furtherance,
directly or indirectly, of the purposes of the corporation.
C. To exercise any and all powers that may be conferred upon
nonprofit corporations under Chapter 55A of the North Carolina General Statutes or any
corresponding provisions of any future North Carolina Statutes in furtherance of the purposes of
the corporation.
f. To take any and all action necessary and appropriate to qualify the
corporation (i) as exempt under Section 501 (c)(3) of the Code, and (ii) as other than a private
foundation pursuant to Section 509 (a) of the Code.
6. Membership: The corporation shall have no members.
7. Board of Directors. The corporation shall be governed by the Board of
Directors. The number of Directors, their terms of office, and the method of their selection shall
be provided for and determined as is set forth in the bylaws of the corporation.
8. Nonprofit Issues: The corporation is not organized and shall not be
operated for pecuniary gain or profit. No part of the property or net earnings of the corporation
shall inure to the benefit of, or be distributable to its directors, officers, or any other individuals,
except that the corporation shall be authorized and empowered to pay reasonable compensation
for services actually rendered and to make payments and distributions in furtherance of the
purposes set forth in Article 5 hereof. It is intended that the corporation will qualify at all times
as an organization (a) exempt from federal income tax pursuant to Sections 501 (a) and 501 (c)(3)
of the Code, (b) other than a private foundation pursuant to Section 509(a) of the Code, and (c)
as to which deductible contributions may be made pursuant to Sections 170, 642, 2055 and 2522
of the Code. No substantial part of the activities of the corporation shall be the carrying on of
propaganda, or otherwise attempting to influence legislation, within the meaning of applicable
provisions of the Code, except as may be provided otherwise in Section 501 (h) of the Code, if
applicable. If Section 501 (h) is applicable, then the corporation's expenditures to influence
legislation shall not exceed the permissible limits of Sections 501 (h) and 4911 of the Code, and
shall not be of the type or magnitude that would subject the corporation to tax under
Section 4911 of the Code. Further, the corporation shall never directly or indirectly participate
or intervene in (including the publishing or distribution of statements) any political campaign on
behalf of, or in opposition to, any candidates for public office. Notwithstanding any other
provision in these Articles, the corporation shall never engage in any activities that (a) are not in
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furtherance of the charitable purposes for which the corporation is organized, (b) are not
permitted to be carried on by a corporation exempt from federal income tax under
Section 501 (c)(3) of the Code, to which deductible contributions may be made pursuant to
Sections 170, 642, 2055 and 2522 of the Code, and (c) would cause the corporation to not be
described in Section 509(a) of the Code.
9. Private Foundation Issues: To the extent that Section 4942 of the Code is
applicable to the corporation, the corporation shall distribute amounts for each taxable year at
such time and in such manner as not to become subject to the tax imposed by Section 4942 of the
Code. To the extent that Section 4941 of the Code is applicable to the corporation, the
corporation shall not engage in any act of self -dealing as defined in Section 4941(d) of the Code.
To the extent that Section 4943 of the Code is applicable to the corporation, the corporation shall
not retain any excess business holdings as defined in Section 4943(c) of the Code. To the extent
that Section 4944 of the Code is applicable to the corporation, the corporation shall not make any
investments in such manner as to subject the corporation to tax under Section 4944 of the Code.
Finally, and to the extent that Section 4945 is applicable to the corporation, the corporation shall
not make any taxable expenditures as defined in Section 4945(d) of the Code.
10. Dissolution: In the event of dissolution of the corporation, any net assets
remaining after the satisfaction of the corporation's liabilities shall be transferred and delivered to
one (1) or more of the following, as shall be selected by the Board of Directors of the
corporation:
(a) an organization(s) (i) that is organized and operated exclusively for
the purposes set forth in Section 5 0 1 (c)(3) of the Code, (ii) that shall at the time qualify as an
exempt organization(s) under Section 501 (c)(3) of the Code, (iii) that shall at the time be
described in each of Sections 170(b)(1)(A), 170(c), 2055(a) and 2522(a) of the Code, and
(iv) that shall at the time be described in Sections 509(a)(1), 509(a)(2), or 509(a)(3) of the Code;
or
(b) a state or a possession of the United States (or any political
subdivision of any of the foregoing), or the United States or the District of Columbia, for
exclusively public purposes.
Any net assets not disposed of as provided above shall be distributed in
accordance with the order of the General Court of Justice in the County in which the principal
office of the corporation is located, exclusively for one (1) or more exempt purposes within the
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meaning of Section 501 (c)(3) of the Code, or to such organization or organizations, as said Court
shall determine, which are organized and operated exclusively for purposes set forth in
Section 501 (c)(3) of the Code.
11. Limitation on Personal Liability: To the fullest extent provided by law, no
director of the corporation shall be personally liable for monetary damages arising out of an
action, whether by or in the right of the corporation or otherwise, for breach of any duty as a
director.
12. Charitable or Religious Corporation: The corporation is a charitable or
religious corporation within the meaning of North Carolina General Statutes § 55A-1-40(4).
11 Effective Date: These Articles of Restatement shall be effective at 12:01
a.m. on t 1, 201.
IN TESTIMONY WHEREOF, I have hereunto set my hand, this the 28th day of
December, 2010.
Robert D. Calloun, Executive Director
Prepared by and return to:
Adam M. Beaudoin
For the firm of
Ward and Smith, P.A.
127 Racine Drive
University Corporate Center
Post Office Box 7068
Greenville, North Carolina 28406-7068
Telephone: (910) 794-4800
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