Amended Articles of Incorporation of Parkview Baptist School, Inc. (Amended June 5, 2014)

Transcription

1 Amended Articles of Incorporation of Parkview Baptist School, Inc. (Amended June 5, 2014) STATE OF LOUISIANA PARISH OF EAST BATON ROUGE BE IT KNOWN, that on this 13 th day of July, 1981, personally came and appeared before me, this undersigned notary public, and the undersigned witnesses, the incorporators herein, each of whom is of full age of majority, who declared to me, in the presence of the undersigned witnesses, that, availing themselves of the provision of the Louisiana nonprofit corporation law (La. R.S. 12:201 et seq. as codified and amended), they hereby organize themselves, their successors and assigns, into a corporation in pursuance of that law, and under and in accordance with the following articles of incorporation: ARTICLE I NAME The name of this corporation is Parkview Baptist School, Inc. (Corporation) ARTICLE II DOMICILE AND PRINCIPAL OFFICE This corporation is domiciled and has its principal place of business in the parish of East Baton Rouge, state of Louisiana. ARTICLE III PURPOSES AND OBJECTIVES Section 1. This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). Section 2. The corporation is not formed for any pecuniary or financial gain, and no part of the net assets, earning, or profit of the corporation is distributable to, or shall inure to the benefit of its directors, members, or officers, or other private persons either during the corporation's existence or upon its dissolution, except that the corporation shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the

2 purposes set forth in section 1 hereof. No substantial part of the activities of the corporation shall be carrying on of propaganda, or otherwise attempting, to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Section 3. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501 (C) (3) of the Internal Revenue Law or (b) by a corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). ARTICLE IV DURATION The duration of this corporation shall be perpetual, or if not allowed to be perpetual by Louisiana law, for the maximum term allowed by law. ARTICLE V NON-PROFIT CORPORATION This corporation is a non-profit corporation and no profits of the corporation shall inure to the benefits of any officer, director, or member of the corporation. ARTICLE VI REGISTERED OFFICE The registered office of the corporation shall be at 5750 Parkview Church Road, Baton Rouge, Louisiana ARTICLE VII REGISTERED AGENT The Board of Directors shall, at least annually, designate one or more registered agents of the corporation in accordance with the provisions of Louisiana Non-Profit Corporation law. The name and address of each incorporator is: ARTICLE VIII INCORPORATOR 2

3 1. David R. Carley, 1115 Crossbow Drive, Baton Rouge, LA Mrs. Mary Ann Robbins, 6213 Antioch Boulevard, Baton Rouge, LA J. Steve Biggs, Parkciel Avenue, Baton Rouge, LA ARTICLE IX NON-STOCK BASIS This corporation is organized on a non-stock basis, there being no stock issued to any participant in the corporation, and the qualifications of the members of the corporation are listed herein below under the section entitled "MEMBERSHIP". ARTICLE X DIRECTORS Section 1. There shall be ten (10) initial directors. Their names and addresses are as follows: 1. Bob Brooks, 4306 Lake Lawrence, Baton Rouge, LA Carol Ter Haar, 6140 Petersburg, Baton Rouge, LA Dr. Bob Peden, 5258 Dijon, Baton Rouge, LA Arthur Lamm, 8935 Gail, Baton Rouge, LA David R. Carley, 1115 Crossbow Drive, Baton Rouge, LA Mary Ann Robbins, 6213 Antioch Blvd., Baton Rouge, LA J. Steve Biggs, Parkciel Avenue, Baton Rouge, LA Carl Johnson, 1131 Amiens, Baton Rouge, LA K. Rinn McLellan, Doyle Road, Baton Rouge, LA Rev. Bob Anderson, Parkview Baptist Church, Jefferson Highway, Baton Rouge, LA Section 2. The first three (3) directors listed above shall have an initial term commencing immediately and terminating June 30, 1982; the second three (3) listed above will have a term of office commencing immediately and terminating June 30, 1983; the third three (3) directors listed above will have a term of office commencing immediately and terminating on June 30, 1984; the final director shall have a term commencing immediately and terminating on June 30, Section 3. In June 1982 an election will be held by the membership to replace the three (3) directors whose terms end June 30, The newly elected directors and all subsequently elected directors will serve for a three (3) year period. Section 4. In June 1983 an election will be held to replace those directors whose terms end June 30, 1983; and in June 1984, an election shall be held to replace those directors whose terms end June 30,

4 Section 5. The Senior Pastor of Parkview Baptist Church shall be a permanent ex-officio Director. Section 6. Notwithstanding any of the foregoing, beginning on July 1, 1984, there shall be thirteen (13) directors. The term of the additional three (3) directors shall be for period of three (3), two (2), and one (1) year respectively. Concerning the length of the initial terms of the three additional directors, the director receiving the most votes, pursuant to an election of the membership of the corporation, shall be assigned a three (3) year term; the director receiving the second most votes shall be assigned a two (2) year term; and the director receiving the third most votes shall be assigned a one (1) year term. Thereafter, all directors, except the Senior Pastor, shall serve three (3) year terms. ARTICLE XI OFFICERS Section 1. The Board of Directors shall elect from their number a President, Vice-President, Secretary and Treasurer who shall be the officers of the corporation. Section 2. All officers shall serve one (1) year terms. Section 3. The president shall serve as superintendent of the Board of Directors. ARTICLE XII ELECTIONS Section 1. Officers shall be elected solely by the board of directors, solely from the board of directors. Section 2. Directors shall be elected solely by the membership of the corporation, solely from the membership of the corporation. Section 3. Only members listed on the Active Membership Roll of Parkview Baptist Church shall be entitled to vote in the election of Directors. Section 4. Written notice of the time and place of the annual meeting shall be given at least two weeks prior to the date of the meeting. Section 5. Effective 11/16/83, the annual meeting of the membership of the corporation shall be held each year during either the month of May or the month of June. ARTICLE XIII MEMBERSHIP 4

5 Section 1. Only those persons 18 years or older may be a member of the corporation. Section 2. The members of the corporation shall be those members who have attained the age of eighteen (18) years and are listed on the Active Membership Roll of Parkview Baptist Church. Section 3. The color, creed, nationality, or sex of any prospective member or student shall not be a factor in determining membership in the corporation or admissibility of a student in the school. ARTICLE XIV QUORUM The quorum of the board of directors that is necessary to conduct business shall be seven (7) members. Likewise, in order for the board to pass any motion, seven (7) members of the board must vote in favor thereof. The Board of Directors may provide for proxy voting, however, no proxy may be used to attain a quorum. ARTICLE XV AMENDMENT OF ARTICLE OF INCORPORATION These Articles of Incorporation may be amended by a vote of two-thirds (2/3) of the members present and voting at an annual or special meeting of the membership of the corporation, whenever there has been written notice setting forth the subject matter of the proposed amendment or a summary of the changes proposed, said written notice having been mailed to the members at their last known addresses no less than two weeks prior to the meeting; provided that, in the event of exigent circumstances, an emergency meeting of the membership may be held on 72 hours notice, upon verbal or written notice; provided that, verbal notice is only required to be made at any regularly scheduled Sunday or Wednesday worship service of Parkview Baptist Church, Inc. Changed August 12, 1987 updated January 11, ARTICLE XVI FILINGS If so required by law to do so, the secretary of the Corporation shall file with the secretary of state annually, between December 16 and December 31, of each year, a full, complete, and true list of the names and addresses of all members and officers of the organization living or residing in this state who were members at the time of the filing of the list and all those who have been members at any time during the preceding year. These lists shall be certified, under oath, by the secretary. 5

6 ARTICLE XVII DOING BUSINESS Section 1. In order to conduct and carry on its activities in this state, pursuant to its purpose, the board of directors, on behalf of the corporation shall have the power to borrow money, endorse, execute, and issue various contracts or documents, including, but not limited to, bonds, debentures, promissory notes, bills of exchange, mortgages, leases, or any other documents whatsoever, and/or to secure the payment of any obligations with mortgages, pledges, hypothecations, and the creation of any security interest, or any other agreement necessary and incidental to the business of the corporation in order to carry on the purposes of the corporation. Section 2. Further, the board of directors, on behalf of the corporation, can enter into, perform, execute, and carry out contracts of every kind, with any person, firm, corporation, public private, or municipal body, politic, under the government of the United States to the extent not prohibited by Louisiana law. Section 3. Subject to any limitations imposed by law, the board of directors, on behalf of the corporation, may purchase, acquire, own, hold, sell, assign, lease, pledge, or perform any other business transaction necessary and incidental to the operation of its business. ARTICLE XVIII DISSOLUTION Section 1. Upon dissolution of the corporation, the board of directors shall, after paying or making provision for payment of all the liabilities of the corporation, transfer all the assets of the corporation to Parkview Baptist Church, providing that Parkview Baptist Church at that time qualifies as an exempt organization under section 501 (c) (3) of the Internal Revenue Code of 1954 as amended (or the corresponding provision of any future United States Internal Revenue law.) Any of such assets not so disposed of shall be disposed of by a Court in the parish in which the principal office of the corporation is located exclusively for charitable, educational, religious, or scientific purposes as shall at that time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1954 as amended (or the corresponding provision of any future United States Internal Revenue law as the Court shall determine). ARTICLE XIX NON-ACCEPTANCE OF GOVERNMENTAL ASSISTANCE Effective July 11, 1984, no assistance of any governmental agency will be requested or accepted; provided that, any free books, services, supplies, materials, equipment or a ROTC program may be accepted unless said government agency imposes any condition, limitation, or requirement upon the school which, in the opinion of the board of directors, will require it to 6

7 change or alter its present programs, philosophies, or procedures in order to receive said materials, services, supplies, equipment or a ROTC program. The acceptance of such books, services, materials, supplies, equipment or a ROTC program must be approved by the board of directors. (Changed August 12, 1987) THIS DONE AND SIGNED in my office in the parish and state aforesaid, one the day, month, and year set forth above, in the presence of the undersigned competent witnesses ad me, Notary, and after due reading of the whole. WITNESSES: Clifton B. Johnson Judith A. Tullos INCORPORATORS: Steve Biggs David R. Carley Mary Ann Robbins David Vaughn Notary Public My commission expires at death. I hereby certify that the above Amended Articles of Incorporation of Parkview Baptist School, Inc. were amended by unanimous consent of the membership in accordance with the provisions of Article XV (above) at a duly called and noticed annual meeting held on June 5, Scott Wilfong Secretary, Parkview Baptist School, Inc. Sworn to and subscribed before me this 28 th day of July, 2014, by Scott Wilfong, Secretary of Parkview Baptist School, Inc. 7