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HomeMy WebLinkAboutCFCLT Articles of IncorporationNORTH CAROLINA Department of The Secretary of State 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 INCORPORATION OF CAPE FEAR HOUSING LAND TRUST, INC. the original of which was filed in this office on the 2nd day of February, 2009. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 2nd day of February, 2009 Secretary of State Documentld: C20090090002 9 Date Filed: 2/2/2009 2:33:00 PM Elaine F. Marshall North Carolina Secretary of State ARTICLES OF INCORPORATIO C200900900029 CAPE FEAR HOUSING LAND TRUST, 19 November 2008 Pursuant to the provisions of the Nonprofit Corporation Act of the State of North Carolina (N.C.G.S. 55A-2-02), the undersigned incorporators submit the following Articles of Incorporation for the purpose of forming a nonprofit corporation. ARTICLE ONE The name of this corporation is: Cape Fear Housing Land Trust Inc ARTICLE TWO This corporation is a charitable corporation as defined in N.C.G.S. 55A-1-40(4). ARTICLE THREE The street address and county of the initial registered office of the corporation is: 20 North 4th Street, Suite 200 Wilmington, North Carolina 28401 New Hanover County ARTICLE FOUR The mailing address of the initial registered office is: 20 North 4th Street, Suite 200 Wilmington, North Carolina 28401 New Hanover County ARTICLE FIVE The name of the initial registered agent is: Erin E. Diener 20 North 4th Street, Suite 200 Wilmington, NC 28401 Cape Fear Housing Lard Trus( Arneles of incorpoano, ARTICLE SIX The name and address of each incorporator is as follows: James W. Williams III 1009 Mandevilla Court Wilmington, NC 28403 J. Clark Hipp 228 North Front Street, Suite 202A Wilmington, NC 28401 ARTICLE SEVEN The corporation will not have members. ARTICLE EIGHT The property of this corporation is irrevocably dedicated to charitable and educational purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation: 1. All liabilities and obligations of the corporation shall be paid and discharged, or adequate provisions made therefore; then 2. assets held by the corporation upon condition requiring return, transfer or conveyance which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements; then 3. assets remaining shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for a similar charitable purpose and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code. ARTICLE NINE Section 1 The Corporation is organized exclusively for charitable and educational purposes, within the meaning of section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future tax code). Specifically, the purposes of the Corporation shall be: 1. To provide opportunities for low- and moderate -income households to secure housing that is decent and affordable. The primary focus of the Corporation's activities and the majority of the Corporation's resources will serve low- to moderate -income households less than 120% of the area median income by household size. All of the Corporation's activities Cape Fear Housing Land Trust Articles offncorpomlion and resources will serve households earning between 25-120% of the service area median income by household size. 2. To endeavor to encourage participation in the operation of the corporation by the residents of land trust properties whenever practicable. 3. To partner with local, city, county and state governments, non-profit entities, and for - profit entities in the Cape Fear region of North Carolina to further the organization's primary purpose of assisting low and moderate -income households. 4. To preserve the quality and affordability of housing for future low and moderate -income residents of the Cape Fear region of North Carolina. 5. As necessary and as complimentary to the mission of the organization, to make land available for non-residential projects, activities and improvements that serve low and moderate -income households and that improve the quality of life in the community. 6. To assist the low and moderate -income residents of housing located on land owned by the Corporation in improving the quality and security of their housing and in improving the safety and well-being of their community. 7. To acquire developed or undeveloped land, to hold land in perpetuity, to hold ground leases, and, to arrange for the purchase, sale, and repurchase of housing and other structural improvements in accordance with said purposes. 8. To endeavor to protect the natural environment and to promote the ecologically sound use of land and natural resources and the long-term health and safety of the community. 9. And to do all things necessary and/or permitted by law to conduct the affairs and further the purposes of the Corporation in accordance with its mission, these Articles of Incorporation and the By -Laws. Section 2 A. The Board of Directors shall consist of at least nine (9) but no more than fifteen (I5) directors as determined by the Board in accordance with the By-laws. At all times, the total number of directors shall be divisible by three. The term of a director shall be two (2) years. No director may serve more than 2 consecutive terms. B. Any land acquired by the Corporation shall be held for the benefit of the local community in accordance with the corporate purposes. 1. Land held by the Corporation may be leased to persons, households, and other entities for such uses and on such terms as are consistent with the purposes of the Corporation, the Articles of Incorporation, and the By-laws. 2. The decision to mortgage or otherwise encumber land owned by the Corporation shall require the Cape Fear Hmtsing Land Trust Artrc%a ofInc..pomjwa approval ofthe Board of Directors in accordance with the Corporation's By-laws. 3. Land shall not be sold by the Corporation except in extraordinary circumstances when such sale is considered a necessary means of achieving the purposes of the Corporation. No land shall be sold without the approval of at least two thirds of the entire Board ofDirectors. C. Because it is a purpose of the Corporation to assure the continued affordability of housing and other improvements on the Corporation's land for low- and moderate -income people in the future, the Corporation shall, in the terms of any land lease issued by the Corporation, provide for the perpetual preservation of the affordability of housing and other facilities on the land for low- and moderate -income people. For the purpose of preserving affordability, the Board of Directors shall adopt, in accordance with the By-laws, a "resale formula" which shall determine the price at which the Corporation will have the option to purchase housing or other improvements from lessees upon the termination of a lease. Provision for such an option, including the "resale formula" thus adopted, shall be included in all land leases issued by the Corporation. To the extent possible, the "resale formula" shall: 1. Allow the lessees from whom the properly is purchased to receive a price that fairly represents the value that the lessees have invested in that property; and 2. Limit the price of the property to an amount that will be affordable for other low- and moderate - income people. Section 3 The Board of Directors shall carry out the purposes of the Corporation and be responsible for the general management of the affairs of the Corporation. In so doing, the Board shall have the powers enumerated in N.C.G.S. 55A-3-02 and such other powers as enumerated in these Articles of Incorporation and the By -Laws. Section 4 Unless limited by statutory provisions, the Corporation shall indemnify all directors, officers, employees and agents against liability and expenses in any proceeding (including without limitation, a proceeding brought by or on behalf of the corporation itself) arising out of their status as such or their activities in any of the foregoing capacities. The corporation shall also, and to the same extent, indemnify any person, who at the request of the corporation is or was serving as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise or as a trustee or administration under an employee benefit plan. Such persons shall be entitled to recovery from the corporation of reasonable costs, expenses, and attorneys fees in connection with the enforcement of rights to indemnification granted herein, pursuant to N.C.G.S. 55A-8-50, et seq. Cape Fear Housing Land Trust Articles of Incorporation ARTICLE TEN The street address and county of the principal office of the corporation is: 20 North 4`h Street, Suite 200 Wilmington, NC 28401 New Hanover County ARTICLE ELEVEN The mailing address of the principal office is the same as listed in Article Ten. ARTICLE TWELVE These articles will be effective upon filing. This is the 0 day of JAtl 2009. 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