Q Foundation for Kids ARTICLES OF INCORPORATION

Transcription

1 ARTICLES OF INCORPORATION ARTICLE I NAME 1.01 Name The name of this corporation shall be Q Foundation for Kids. ARTICLE II DURATION 2.01 Duration The period of duration of the corporation is perpetual Purpose ARTICLE III PURPOSE The Q Foundation for Kids is a non-profit, public benefit corporation and shall operate exclusively for charitable purposes within the meaning of Section 501 (c)(3), public charity organizations of the Internal Revenue Code, or the corresponding section of any future Federal tax code. The Q Foundation for Kids purpose is to perpetuate the financial support and expand the funding provided by the Order of Quetzalcoatl to enable and/or assist children ( Shriners Child ) in achieving care in/through the Shriners Hospital for Children system, including, but not limited to, the transportation, temporary housing, meal and sundry expenses of patients, and accompanying guardians of patients ( Shriners Child Family ), under the care of, or being evaluated for care, at The Shriners Hospitals for Children and all affiliated clinics and outreach facilities with the overriding purpose of enhancing the experience of the Shriners Child and Shriners Child Family. The Q Foundation for Kids secondary purpose is to financially support the capital purchase of transportation equipment, telemedicine or other general medical equipment, infrastructure and associated maintenance services, or as otherwise determined by the Trustees (collectively, the Purpose ). To accomplish this purpose, the Q Foundation for Kids will generate funds via annual fundraising campaigns, corporate foundation grants, corporate sponsorships, bequests, endowments and other ad-hoc fund raising opportunities each year. To maximize the impact on current efforts, the foundation may seek to collaborate with

2 other non-profit organizations which fall under the 501(c) (3) section of the Internal Revenue Code Non-profit Nature ARTICLE IV NON-PROFIT NATURE The Q Foundation for Kids is organized exclusively for charitable purposes as defined in Section 3.01, Purpose. No funds or assets of the Q Foundation for Kids shall inure to the benefit of, or be distributable to its trustees, 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 the purposes set forth in the purpose clause hereof. Notwithstanding any other provision of this document, the corporation shall not carry on any activities not permitted to be carried on: (a) by any organization exempt from federal income tax under section 501 (a) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code Personal Liability No officer, employee, director or trustee of this corporation shall be personally liable for the debts or obligations of the Q Foundation for Kids of any nature whatsoever, nor shall any of the property or assets of the officers, employees, directors or trustees be subject to the payment of the debts or obligations of this corporation Dissolution Upon termination or dissolution of the Q Foundation for Kids, which requires a two-thirds (2/3) vote of the voting membership of the Supreme Teocalli, Order of Quetzalcoatl, See of North America, any assets lawfully available for distribution shall be distributed to the Shriners Hospitals for Children or the Order of Quetzalcoatl Transportation Fund. In the event that the Shriners Hospitals for Children and the Order of Quetzalcoatl have dissolved or no longer generally serve the purpose similar to the terminating or dissolving corporation, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or Page 2 of 7 Pages

3 organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation. The organization to receive the assets of the Q Foundation for Kids hereunder shall be selected at the discretion of a majority of the managing body of the Q Foundation for Kids, and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Q Foundation for Kids by one (1) or more Trustee(s) of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court, upon a finding that this section is applicable, shall select the qualifying organization or organizations to receive the assets to be distributed Prohibited Distributions No funds, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of, or be distributable to, its officers, employees, directors or trustees, 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 the purposes set forth in Article III, Section Restricted Activities No part of the corporation s activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office Prohibited Activities Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on (I) by a corporation exempt from federal income tax as an organization described by Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (II) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code Governance ARTICLE V BOARD OF TRUSTEES Page 3 of 7 Pages

4 The Q Foundation for Kids shall be governed by its Board of Trustees Trustees The Trustees of the corporation shall be those appointed initially by the Board of Directors and subsequently elected by the Board of Trustees Governance ARTICLE VI BOARD OF DIRECTORS The Board of Directors sole responsibility will be the appointment of the initial ten (10) Trustees Directors The Board of Directors of the corporation shall be the elected officers of the Supreme Teocalli of the Order of Quetzalcoatl. ARTICLE VII MEMBERSHIP 7.01 Membership The Q Foundation for Kids shall have no members. The management of the affairs of the corporation shall be vested in a Board of Trustees, as defined in the corporation s bylaws Amendments ARTICLE VIII AMENDMENTS Any amendment to the may be adopted by approval of two-thirds (2/3) of the Board of Trustees. ARTICLE IX Page 4 of 7 Pages

5 ADDRESSES OF THE CORPORATION 9.01 Corporate Address The physical address of the corporation is: 2020 Carey Ave 5 th Floor Cheyenne, WY The mailing address of the corporation is: 2020 Carey Ave 5 th Floor Cheyenne, WY ARTICLE X Appointment of registered agent Registered Agent The registered agent of the corporation shall be: Wayne F. Flagg 2020 Carey Ave 5 th Floor Cheyenne, WY Incorporator ARTICLE XI INCORPORATOR Page 5 of 7 Pages

6 The incorporators of the corporation are as follows: Mike Buras 182 Oak Park Blvd., Garyville, LA David L. Jacobi 3025 Silver Bow Court, St. Louis, MO Paul J. Moretti, Sr. 47 Cathedral Ave., Providence, RI Guy R. Williams 2230 W. Irma Ln., Phoenix, AZ Scott Houge P.O. Box 3992, Springfield, MO Larry Carr P.O. Box , Birmingham, AL Loran W. Goff 3505 Beard Curve, Bloomington, MN Rick L. Corbin 1003 Misty Knoll, San Antonio, TX Page 6 of 7 Pages

7 Certificate of Adoption of We, the undersigned, do hereby certify that the above stated of the Q Foundation for Kids were approved by the Board of Directors on March 11, 2015 and subsequently amended by the Board of Directors on April 5, 2016 and constitute a complete copy of of the Q Foundation for Kids. Mike Buras David L. Jacobi Paul J. Moretti, Sr. Guy R. Williams Scott Houge Larry Carr Loran W. Goff Rick L. Corbin Acknowledgment of consent to appointment as registered agent I, Wayne F. Flagg, agree to be the registered agent for Q Foundation for Kids as appointed herein. Registered Agent Date: Page 7 of 7 Pages