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ARTICLES OF INCORPORATION
(A Georgia Corporation Not for
Profit)
The
undersigned, acting as incorporator of a corporation, adopts the following
articles of incorporation for such corporation pursuant to the provisions of
the Georgia Non-Profit Corporation Code.
ARTICLE I
CORPORATE NAME
The name of the corporation is: IAWP FOUNDATION
ARTICLE II
DURATION
The period of duration of the
corporation is perpetual, unless dissolved according to law. Corporate existence shall commence upon the
filing of these articles of incorporation.
ARTICLE III
CORPORATE PURPOSES; POWERS;
RESTRICTIONS
The corporation is a nonprofit corporation and the purposes for which it has been organized are exclusively charitable and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States internal revenue law, including the following specific purposes:
1. To
determine and carry out the charitable and education agenda of the management
and membership of the International Association of Women Police (EIN:
51-0200042), a District of Columbia nonprofit corporation (“IAWP”) recognized
as an Internal Revenue Code Section 501(c)(6) tax exempt organization by the
Internal Revenue Service.
2. To
educate and enlighten the public about women in law enforcement, and women
serving as police or in police-related activities throughout the world.
3. To
support the charitable and educational needs and activities of the various law
enforcement chapters, members and membership of IAWP in all locations.
4. To
provide or conduct training conferences, programs and educational events and
workshops relating to women police and related activities in the United States
and other countries world wide.
5. To
provide support directly and indirectly to law enforcement functions and
activities where a charitable or educational need is demonstrated.
6. To
assist IAWP members to attend training or other educational events relating to
women police or women in law enforcement.
7. To
identify, recognize and reward performance and distinction within and among
women police and the achievement of women in law enforcement.
As a means of accomplishing the above purposes and
methods, the corporation shall have the following powers:
(a) To
accept, acquire, receive, take and hold by bequest, devise, grant, gift,
purchase, exchange, lease, transfer, judicial order or decree, or otherwise,
for any of its objects and purposes, any property, both real and personal, of
whatever kind, nature or description and wherever situated.
(b) To
sell, exchange, convey, mortgage, lease transfer or otherwise dispose of, any
such property, both real and personal, as the objects and purposes of the
corporation may require, subject to such limitations as may be prescribed by
law.
(c) To
borrow money, and, from time to time, to make, accept, endorse, execute and
issue bonds, debentures, promissory notes, bills of exchange, and other
obligations of the corporation for moneys borrowed or in payment for property
acquired or for any of the other purposes of the corporation, and to secure the
payment of any such obligations by mortgage, pledge, deed, indenture,
agreement, or other instrument of trust, or by other lien upon, assignment of,
or agreement in regard to all or any part of the property, rights, or
privileges of the corporation wherever situated, whether now owned or hereafter
to be acquired.
(d) To
invest and reinvest its funds in such stock, common or preferred, bonds,
debentures, mortgages, or in such other securities and property, real and
personal, as it shall deem advisable, subject to the limitations and conditions
contained in any bequest, devise, grant, or gift, provided such limitations and
conditions are not in conflict with the provisions of Section 501(c)(3) of the
Internal Revenue Code of 1986 and applicable regulations thereunder, as they
now exist or as they may be amended.
(e) To accept property and donations in
trust for charitable and educational purposes.
In
the conduct of the affairs of the corporation:
(a) The property of the corporation is irrevocably dedicated to charitable and educational purposes, and 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 persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered to it and to make payments and distributions in furtherance of the purposes set forth in this article.
(b) No
substantial part of the activities of the corporation shall consist of carrying
on propaganda, or otherwise attempting to influence legislation; nor shall it
in any manner or to any extent participate in, or intervene in (including the
publishing or distributing of statements) any political campaign on behalf of
any candidate for public office; nor shall the corporation engage in any
activities that are unlawful under applicable federal, state or local laws.
(c) The corporation shall not:
(1) operate
for the purpose of carrying on a trade or business for profit;
(2) accumulate
income, invest income, or divert income, in a manner endangering its exempt
status; or
(3) except to an insubstantial degree, engage in any activity or exercise any powers that are not in furtherance of the purposes of the corporation.
(d) The
corporation's operations are to be conducted principally in the United States
of America; the corporation also may conduct operations in other countries,
subject, however, to the laws of the state of Georgia.
ARTICLE IV
POLICY OF NONDISCRIMINATION
No person on the grounds of race, color, sex, sexual
orientation, national origin, religion, age, marital status, or disability,
shall be excluded from any activity established by the corporation or by the
corporation in connection with its various programs, nor shall any person be
excluded from participation in, or denied the benefits of, or otherwise
subjected to any such form of discrimination under any program or activity of
the corporation.
ARTICLE V
REGISTERED OFFICE AND AGENT
The initial street address and mailing address of the principal office of the corporation is:
4685 Oakleigh Manor Drive
Powder Springs, Georgia 30127
Cobb County
The initial registered agent of the
corporation and street address of the initial registered agent is:
Jo Ann Acree
4685 Oakleigh Manor Drive
Powder Springs, Georgia 30127
Cobb County
ARTICLE VI
MANAGEMENT OF CORPORATE AFFAIRS
The powers of the corporation shall be
exercised by or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of a Board of Directors which
shall have ten (10) directors initially.
The number of directors may be increased or decreased from time to time
by the directors as provided in the corporation’s bylaws.
ARTICLE VII
INITIAL DIRECTORS
The directors of the corporation shall
be those persons who are elected and/or appointed to specifically designated
offices of IAWP, and the manner in which such directors shall be determined
shall be governed by the provisions of the bylaws of the corporation. The names and street addresses of the
initial directors of the corporation are:
Name Street Address
Broken Arrow, OK 74014
Laura
Goodman-Brown 687
South Lexington Parkway
St. Paul, MN 55116
Amy
Ramsay 22 Grandview Crescent
Oro Station, Ontario, Canada L0L 2E0
Deborah
Montgomery 1016 West Central Avenue
St. Paul, MN 55104
Jo Ann
Acree 4685 Oakleigh
Manor Drive
Powder Springs, GA 30127
Bonnie
Devore RR
#1, Box 112
Wapella, IL 61777
Michele
Lish 1352
NE 47th Avenue
Portland, OR 97213
Cande
Ackler 6907
Acer Way
Orangevale, CA 95662
Jeanette
Taylor 731
North Deer Isle Road
Deer Isle, ME 04627
Glenda
Baker 6327 Lipps
Lane
Houston, TX 77041
ARTICLE VIII
CORPORATE NATURE
The corporation is organized under a
non-stock basis.
ARTICLE IX
MEMBERS
The corporation is a non-member
corporation and shall have no members.
All voting rights reside in the Board of Directors.
ARTICLE X
INDEMNIFICATION AND LIMITATION OF
LIABILITY OF DIRECTORS AND
OFFICERS
The directors and officers of the
corporation shall be indemnified and shall be limited in their liability to the
fullest extent permissible under the laws of Georgia.
ARTICLE XI
AMENDMENTS
Amendments to these articles of
incorporation may be adopted by the directors in the manner set forth in the bylaws
of the corporation.
ARTICLE XII
INCORPORATOR
The name and address of the
incorporator is:
Philip S. Haney
1437 South Boulder Avenue, Suite 1050
Tulsa, Oklahoma 74119-3616
ARTICLE XIII
MISCELLANEOUS
1. Notwithstanding
any other provision of these articles to the contrary, the corporation shall
not carry on any 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 Code of 1986 (or the corresponding provision of any future
United States internal revenue law) or,
(b) By
a corporation, contributions to which are deductible under Section 170(c)(2) of
the Internal Revenue Code of 1986 (or the corresponding provision of any future
United States internal revenue law).
2. In
the event of the dissolution of the corporation, or in the event it shall cease
to carry out the objects and purposes herein set forth, all of the business,
property and assets of the corporation shall go and be distributed to a
nonprofit corporation qualifying as an organization exempt under the provisions
of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any
superseding statute thereof, and as an organization qualifying as a public
charity under the provisions of Section 509(a)(1) or 509(a)(2) of the Internal
Revenue Code of 1986, as amended, or any superseding statute thereof, as the
directors of the corporation may select and designate; and in no event shall
any of said assets or property, in the event of dissolution thereof, go or be
distributed or contributed by such directors, for any other such purpose. Any of such assets not so disposed of shall
be disposed of by the district 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.
IN WITNESS WHEREOF, the
undersigned incorporator has executed these articles of incorporation.
Dated
this _____ day of April, 2002.
_________________________________
Philip S. Haney
Incorporator
DOCUMENT PREPARED BY:
Philip S. Haney
Attorney at Law
PHILIP S. HANEY ASSOCIATES
1437 South Boulder, Suite 1050
Tulsa, Oklahoma 74119-3616
918.744.1023
918.744.1043 (Facsimile)
