MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS CORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU

Transcription

1 CSCL/CD-511 (Rev. 10/15) Date Received MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS CORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU (FOR BUREAU USE ONLY) Name This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. Address City State ZIP Code EFFECTIVE DATE: Document will be returned to the name and address you enter above. If left blank, document will be returned to the registered office. RESTATED ARTICLES OF INCORPORATION For use by Domestic Nonprofit Corporations (Please read information and instructions on the last page) Pursuant to the provisions of Act 162, Public Acts of 1982, the undersigned corporation executes the following Restated Articles: 1. The present name of the corporation is: Lithuanian American R.-Catholic Federation Youth Camp, Inc. 2. The identification number assigned by the Bureau is: All former names of the corporation are: 4. The date of filing the original Articles of Incorporation was: January 11, 1956 ARTICLE I The following Restated Articles of Incorporation supersede the Articles of Incorporation as amended and shall be the Articles of Incorporation for the corporation: The name of the corporation is: Lithuanian American R.-Catholic Federation Youth Camp, Inc. ARTICLE II The purpose or purposes for which the corporation is formed are: to purchase, take, lease or otherwise acquire and to hold, own or otherwise encumber or dispose of land, buildings, leasehold or any personal property for the purpose of erecting, administering and managing of youth camps in order to practice national traditions,customs, language, songs and dances, to promote religious education and formation of personality, to foster the ideals of American democracy.

2 ARTICLE III 1. The corporation is formed on a nonstock basis. (stock or nonstock) 2. If formed on a stock basis, the aggregate number of shares that the corporation has authority to issue is. If the shares are or are to be divided into classes, the designation of each class, the number of shares in each class, and the relative rights, preferences, and limitations of the shares of each class to the e tent that the designations numbers relative rights preferences and limitations have been determined are as follows: 3a. If formed on a nonstock basis, the corporation is to be financed under the following general plan: donations and camp user fees. b. The corporation is formed on a membership basis. (membership or directorship) ARTICLE IV 1. The name of the resident agent is: Algis Petrulis 2. The address of the registered office is: 3108 Newport Ct. Troy 48084, Michigan (Street Address) (City) (ZIP Code) 3. The mailing address of the registered office, if different than above:, Michigan (Street Address or P.O. Box) (City) (ZIP Code)

3 ARTICLE V (Additional provisions, if any, may be inserted here; attach additional pages if needed.) See attached 5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES R AD T D B T A I T T I R RAT R( ) B R T IR T TI T B ARD DIR T R T R I T TI (b). DO NOT COMPLETE BOTH. a. These Restated Articles of Incorporation were duly adopted on the day of,, in accordance with the provisions of ection 641 of the Act by the unanimous consent of the incorporator(s) before the first meeting of the Board of Directors under ection 611(1)(a). Signed this day of, ( ignatures of a a ority of Incorporators Type or rint ame nder ach ignature) b. These Restated Articles of Incorporation were duly adopted on the day of,, in accordance with the provisions of section 641 of the Act (check one of the following) by the Board of Directors without a vote of the members or shareholders. These Restated Articles of Incorporation only restate and integrate the articles and include only amendments adopted under section 611(1) or section 611(2) of the Act and there is no material discrepancy between those provisions and the provisions of the Restated Articles of Incorporation. were duly adopted by the shareholders, the members, or the directors (if organized on a nonstock directorship basis). The necessary number of votes were cast in favor of these Restated Articles of Incorporation. were duly adopted by the written consent of all the shareholders or members entitled to vote in accordance with section ( ) of the Act. were duly adopted by the written consent of all the directors pursuant to section 525 of the Act as the corporation is formed on a directorship basis. were duly adopted by the written consent of the shareholders members or their pro ies having not less than the minimum number of votes required by statute in accordance with section 407 of the Act. Written notice to members or shareholders who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders members or their pro ies is permitted only if such provision appears in the Articles of Incorporation). Signed this day of, By (Signature of Authori ed fficer or Agent) (Type or Print Name) (Type or Print Title)

4 CSCL/CD-511 (Rev. 10/15) Preparer's Name Business Telephone umber ( ) INFORMATION AND INSTRUCTIONS 1. The Articles of Incorporation cannot be restated until this form, or a comparable document, is submitted. 2. Submit one original of this document. Upon filing, the document will be added to the records of the Corporations, Securities & Commercial Licensing Bureau. The original will be returned to your registered office address, unless you enter a different address in the box on the front of this document. Since this document will be maintained on electronic format, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected. 3. This document is to be used pursuant to the provisions of Act 162, P.A. of 1982 for the purpose of restating the Articles of Incorporation of a domestic nonprofit corporation. Restated Articles of Incorporation are an integration into a single instrument of the current provisions of the corporation's Articles of Incorporation, along with any desired amendments to those articles. 4. Item 2 - Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank This document is effective on the date endorsed "filed" by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated. If the restated articles of incorporation change the term of e istence to a specific date or restates to become a corporation governed by the business corporation act 1 2 A 2 or another domestic or foreign business entity then consent to the restated articles of incorporation or a written statement that the consent is not re uired must be obtained from the Attorney eneral s ffice and submitted with this document for all nonprofit charitable purpose corporations unless organi ed for religious purposes. ontact the haritable Trust ection onsumer rotection Division Department of Attorney eneral.. Bo 21 ansing I or phone (51 ) Application for the consent should be made at least 12 days before the desired effective date of the restated articles of incorporation. This document cannot be filed unless it is accompanied by either the written consent of the Attorney eneral or an affidavit attesting to the submission of a written re uest to the Attorney eneral for consent to the filing and the failure of the Attorney eneral to respond within 12 days. 7. This document must be signed by: (COMPLETE Item 5(a) or 5(b), BUT NOT BOTH) Item 5(a): must be signed by at least a ma ority of the incorporators listed in the Articles of Incorporation. Item 5(b): must be signed by an authori ed officer or agent. 8. NONREFUNDABLE FEE: Make remittance payable to the State of Michigan. Include corporation name and identification number on check or money order...$10.00 Submit with check or money order by mail: Michigan Department of Licensing and Regulatory Affairs Corporations, Securities & Commercial Licensing Bureau Corporations Division P.O. Box Lansing, MI To submit in person: 2501 Woodlake Circle Okemos, MI Telephone: (517) Fees may be paid by check, money order, VISA Mastercard or Discover when delivered in person to our office. MICH-ELF (Michigan Electronic Filing System): First Time Users: Call (517) , or visit our website at Customer with MICH-ELF Filer Account: Send document to (517) LARA is an equal opportunity employer/program. Auxiliary aids, services and other reasonable accommodations are available upon request to individuals with disabilities.

5 Optional expedited service. Expedited review and filing, if fileable, is available for all documents for profit corporations, limited liability companies, limited partnerships and nonprofit corporations. The nonrefundable expedited service fee is in addition to the regular fees applicable to the specific document. Please complete a separate CSCL/CD-272 form for expedited service for each document submitted in person, by mail or MICH-ELF. 24-hour service - $50 for formation documents and applications for certificate of authority. 24-hour service - $100 for any document concerning an existing entity. Same day service Same day - $100 for formation documents and applications for certificate of authority. Same day - $200 for any document concerning an existing entity. Review completed on day of receipt. Document and request for same day expedited service must be received by 1 p.m. EST OR EDT. Two hour - $500 Review completed within two hours on day of receipt. Document and request for two hour expedited service must be received by 3 p.m. EST OR EDT. One hour - $100 Review completed within one hour on day of receipt. Document and request for 1 hour expedited service must be received by 4 p.m. EST OR EDT. First time MICH-ELF user requesting expedited service must obtain a MICH-ELF filer number prior to submitting a document for expedited service. CSCL/CD-901. Changes to information on MICH-ELF user's account must be submitted before requesting expedited service. CSCL/CD-901. Documents submitted by mail are delivered to a remote location for receipts processing and are then forwarded to the Corporations Division for review. Day of receipt for mailed expedited service requests is the day the Corporations Division receives the request. Rev. 10/15

6 ARTICLE 5 OF ARTICLES OF INCORPORATION OF Lithuanian American R.-Catholic Federation Youth Camp, Inc. Limiting Liability of Volunteer Directors and Officers. 1. A volunteer director or officer is not personally liable to Lithuanian American R.-Catholic Federation Youth Camp, Inc. ( Corporation ) or its members for monetary damages for any action taken or any failure to take any action as a volunteer director or officer to the fullest extent allowed by the Michigan Nonprofit Corporation Act and by United States statute. This provision shall not eliminate or limit the liability of a volunteer director or officer for any of the following: a. The amount of a financial benefit received by a director or volunteer officer to which he or she is not entitled. b. Intentional infliction of harm on the Corporation or its members. c. A violation of section 551 of the Michigan Nonprofit Corporation Act. d. An intentional criminal act. e. A liability imposed under section 497(a) of the Michigan Nonprofit Corporation Act. 2. At any time during which the Corporation has been designated as a taxexempt organization under section 501(c)(3) of the Internal Revenue Code, 26 U.S.C. 501, or qualified for such designation, the Corporation assumes all liability to any person other than the Corporation or its members for all acts or omissions of a volunteer director occurring on or after January 1, 1988 incurred in the good faith performance of the volunteer director s duties. 3. If the Michigan Nonprofit Corporation Act is amended to authorize elimination or further limitation of the liability of volunteer directors or officers, the liability of a volunteer director or officer of this Corporation shall be eliminated or limited to the fullest extent permitted by the Michigan Nonprofit Corporation Act as amended, in addition to the limitation on personal liability already contained in these articles of incorporation. No amendment or repeal of this article shall apply or have any effect on the liability or alleged liability of any volunteer director or officer of the Corporation for or with respect to any act or omission of any volunteer director or officer occurring before the effective date of any such amendment or repeal. Limiting Liability of Volunteers 1. The Corporation assumes liability for all acts or omissions of a volunteer director, volunteer officer, or other volunteer occurring on or after July 22, 1993, provided that all of the following criteria are met: a. The volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority. b. The volunteer was acting in good faith. 1

7 c. The volunteer s conduct did not amount to gross negligence or willful and wanton misconduct. d. The volunteer s conduct was not an intentional tort. e. The volunteer s conduct was not a tort arising out of the ownership, maintenance, or use of a motor vehicle for which tort liability may be imposed under section 3135 of the insurance code of 1956, 1956 PA 218, MCL If the Michigan Nonprofit Corporation Act is amended to authorize elimination or further limitation of the liability of volunteer directors, volunteer officers, or other volunteers, the liability of volunteer directors, volunteers officers, or other volunteers of this Corporation shall be eliminated or limited to the fullest extent permitted by the Michigan Nonprofit Corporation Act as amended, in addition to the limitation on personal liability already contained in these articles of incorporation. No amendment or repeal of this article shall apply or have any effect on the liability or alleged liability of any volunteer of the Corporation for or with respect to any act or omission of any volunteer occurring before the effective date of any such amendment or repeal. 3. Notwithstanding any other provision of these articles, the Corporation shall not be considered to have assumed any liability of a volunteer to the extent such assumption is inconsistent with the status of the Corporation as an organization described in section 501(c)(3) of the Internal Revenue Code or results in the imposition of tax under section 4958 of the Internal Revenue Code. Indemnification 1. Proceedings Against Corporation Agents. The Corporation shall have the power to indemnify a person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal (other than by or in the right of the Corporation) by reason of the fact that the person (1) is or was a director, officer, employee, nondirector volunteer, or agent of the Corporation; or (2) is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, nondirector volunteer,or agent of another corporation, partnership, joint venture, trust or another enterprise. This indemnification shall be against expenses (including attorneys fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred in connection with such action, suit, or proceeding. The Corporation shall have the power to indemnify the director, officer, employee, nondirector volunteer, or agent of the Corporation only if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation or its members, and with respect to any criminal action or proceeding, had no reasonable cause to believe that the conduct was unlawful. 2. Proceedings by or in the Right of the Corporation. The Corporation shall have the right to indemnify any person who was, or is, a party to, or is 2

8 threatened to be made a party to, any threatened, pending, or completed action or suits brought by or in the right of, the Corporation to procure a judgment in its favor by reason of the fact that the person is, or was, a director, officer, employee, nondirector volunteer, or agent of another corporation, partnership, joint venture, trust, or other enterprise. The indemnification shall be against expenses (including attorneys fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit. The Corporation shall have the power to indemnify the director, officer, employee, nondirector volunteer, or agent of the Corporation only if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation or its members. However, no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation unless, and only to the extent that, the court in which such actions or suits were brought shall determine upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. 3. Corporate Agent Successful in Proceeding. To the extent that a director, officer, employee, nondirector volunteer, or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding, referred to above or in defense of any claim, issue or matter therein, that person shall be indemnified against expenses (including attorneys fees) actually and reasonably incurred. 4. Determination that Indemnification is Proper. Unless ordered by a court, any indemnification shall be made by the Corporation only as authorized in the case at hand upon a determination that indemnification of the director, officer, employee, nondirector volunteer, or agent is proper in the circumstances because that person has met the applicable standard of conduct by acting in good faith in a manner the person reasonably believed to be in, or not opposed to, the best interests of the Corporation or its members. This determination may be made in either of the following ways: (a) by the board upon a majority vote of a quorum consisting of board members who were not parties to such action, suit, or proceeding; or (b) if such quorum is not obtainable, or even if obtainable, a quorum of disinterested board members so directs, by independent legal counsel in a written opinion. 5. Expenses Payable in Advance. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, as authorized in the Michigan Nonprofit Corporation Act, upon receipt of an undertaking by or on behalf of the board member, officer, employee, nondirector volunteer, or agent to repay such expenses if it is ultimately determined that the person is not entitled to be indemnified by the Corporation. 6. Rights Not Exclusive. Further provisions may be made to indemnify directors or officers in any action, suit, or proceeding, whether contained in the Articles of Incorporation, Bylaws, a resolution by board members, an agreement or 3

9 otherwise, so long as such provisions are not in conflict with the Michigan Nonprofit Corporation Act. Nothing contained in the Michigan Nonprofit Corporation Act shall affect any right to indemnification to which persons other than the directors and officers may be entitled by contract or otherwise by law. Moreover, the indemnification provided in the Michigan Nonprofit Corporation Act continues as to a person who has ceased to be a director, officer, employee, nondirector volunteer, or agent of the Corporation and shall inure to the benefit of heirs, executors, and administrators of such person. 7. Liability Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, nondirector volunteer, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, nondirector volunteer, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against that person and incurred by that person in any such capacity or arising out of that person s status as such, whether or not the Corporation would have the power to indemnify that person against liability under the Michigan Nonprofit Corporation Act. Inurement of Income. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any of its directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its charitable and educational purposes. Legislative or Political Activities. No substantial part of the activities of the Corporation shall be the 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 campaign on behalf of any candidate for political public office, except to the extent allowed by law. Operational Limitations. Notwithstanding any other provisions of the Articles of Incorporation or the Corporation bylaws, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code or by a corporation, contributions to which are deductible under Section 170(c)(3) of the Code. The Corporation shall make such distributions at such times and in such manner as to comply with any applicable payout rules of the Internal Revenue Code. The Corporation shall not engage in any act of self-dealing, retain any excess business holdings, make any jeopardizing investment, or make any taxable expenditure to the extent prohibited by the Internal Revenue Code. Dissolution Clause. Upon the dissolution of the Corporation, all assets of the Corporation remaining after the satisfaction of liabilities shall be distributed to any Lithuanian Roman Catholic organization having the same or similar goals and aims as the Corporation. 4