Sample Articles of Incorporation
Edmond Educational Endowment, Inc., an Oklahoma not-for-profit corporation (the "Corporation"), for which original Articles of Incorporation the Secretary of State of Oklahoma on February 29, 1984, hereby duly executes this Amended and Restated Certificate of Incorporation, which is being filed with the Secretary of state of Oklahoma in accordance with 18 ). S. 1080. The original name of the Corporation was Edmond Educational Endowment Inc., and the present name of the Corporation is Edmond Educational Endowment, Inc. This Amended and Restated Certificate of Incorporation supersedes in its entirety the Articles of Incorporation previously filed with the Secretary of State of Oklahoma on behalf of the Corporation.
FIRST. The name of the corporation is:
EDMOND EDUCATIONAL ENDOWMENT, INC.
SECOND. The address, including the street, number, city and county, of the corporation's registered office in this state is 15th Floor, One Leadership Square, Oklahoma County, Oklahoma 73102, and the name of the corporation's registered agent at such address is Steven L. Barghols.
THIRD. Subject to the limitations set forth in article FIFTH hereof, and subject to the limitation that the corporation is formed exclusively for charitable, scientific and educational purposes, the activities of the corporation shall be limited to the assistance and support of the public school system of Edmond, Oklahoma. In the furtherance of its purposes, and subject to such limitations, the corporation may engage in any lawful act or activity for which not-for-profit corporations may be organized under the general corporation law of Oklahoma.
FOURTH. To accomplish the objectives and purposes of the corporation,
the corporation shall have the power, subject to the limitations hereafter
provided:
1. To solicit, accept and collect pledges, donation, contributions, grants
and gifts in cash or in property, and to take and to hold by bequest,
devise, gift and purchase or lease, either absolutely or I trust, for
its objects and purposes or any of them, any property without limitation
as to the amount except such limitation, if any, as may be imposed by
law; to sell convey and dispose of any such property and to invest and
reinvest the principal thereof, and to deal with and to expend the income
therefrom or the principal thereof for any of the corporation's objectives
and purposes, without limitation, except such limitations, if any, as
may be contained in the instrument under which such property is received;
to receive any property in trust under the terms of any will, deed of
trust, or other trust instrument for the foregoing purposes, and in administering
the same to carry out the directions and to exercise the powers contained
in the trust instrument under which the property is received, including
the expenditure of principal and income for one or more of such purposes
if authorized or directed in the trust instrument under which it is received.
2. To create and control other corporation, foundations or organizations
deemed advisable to best accomplish the purposes of this
corporation.
3. To acquire by purchase, lease, contract or otherwise, any property,
stocks, bonds, notes and other interests or obligations of corporations,
partnerships or other business organizations.
4. To own, hold, sell, convey, lease, and otherwise manage, contract
with reference to, or dispose of all or any part of its assets on any
terms and conditions as may be lawful, and likewise to invest all proceeds
and income of such assets in any type or kind of property as appears
advisable and as permitted o f not-for-profit corporations by law, and
if deemed advisable by the board of trustees, the corporation may enter
in to any general, special or limited partnership as a general, special
or limited partner or into any joint venture or similar agreement.
5. To borrow money, execute notes, mortgages, trust indentures, bonds,
and to enter into such other contracts as shall be deemed advisable by
the board of trustees and in furtherance of the
purposes or the corporation.
6. To have and maintain such office or offices and related equipment
as are necessary to administer the affairs of the corporation and to
do any and all things necessary in the premises in order to effectively
receive, administer, manage, operate, disburse, and control any funds
and/or property of any nature in which the corporation may have
an interest.
7. to give, contribute, pay or transfer any and all funds and assets
of the corporation, from time to time, to organizations which are exempt
from taxation pursuant to section 501 (c) (3) of the Internal Revenue
Code of 1986, as amended (the "Code"), or corresponding provisions
of any subsequent federal tax laws (all references herein to the Code
shall
include reference to any corresponding provisions of any subsequent federal
tax laws).
FIFTH. In fulfilling its objectives and purposes, the corporation shall
be subject to the following limitations:
1. At no time, either on dissolution or prior thereto, shall any part
of the funds or assets of the corporation inure to the benefit of any
private individual (other than by grants in aid in conformity with the
purposes herein above enumerated), nor be used for the purpose of carrying
on propaganda or otherwise attempting to influence legislation. The corporation
shall at no time participate in or intervene in any way, including the
publishing or distributing of statements, in any political campaign no
behalf of any candidate for public office.
2. If the corporation is found to be a private foundation, as that term
is defined in section 509 of the Code, the corporation shall conduct
its business and distribute its income as necessary for each taxable
year at such time and in such manner as not to become subject to the
tax on undistributed income imposed by section 4942 (d) of the Code,
shall not retain any excess business holdings as defined in Section 4943
(c) of the Code, shall not make any investments in such a manner as to
subject the corporation to tax under Section 4944 of the Code, and shall
not make any taxable expenditures as defined in Section 4945 (d) of the
Code.
3. If the corporation is found to be a private foundation, as that term
is defined in section 509 of the code, the corporation not engage in
any act of self-dealing as defined in section 4941 (d) of the Code, shall
not retain any excess business holding as defined in section 4943 (c)
of the Code, shall not make nay investments in such a manner as to subject
the corporation to tax under section 4944 of the Code, and shall not
make any taxable expenditures as defined in Section 4945 (d) of the
Code.
4. No member, director, trustee or officer of the corporation or any
private individual shall be entitled to share in the distribution of
the corporate assets on dissolution of the corporation.
5. 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.
SIXTH. The corporation shall not have authority to issue capital stock. The conditions of membership, if any, shall be stated in the corporation's bylaws.
SEVENTH. The corporation does not afford pecuniary gain, incidentally or otherwise, to its members.
EIGHTH. Directors of the corporation shall be referred to as trustees. The name and mailing address of the current trustees are shown on the attached schedule 1. The number of trustees shall be determined in accordance with the provisions of the bylaws of the corporation.
NINTH. Upon dissolution, the board of trustees shall, after paying or
making provision for the payment of all liabilities of the corporation,
dispose of all of the assets by conveying the assets to one or more exempt
charitable, scientific or educational organizations as described in Section
501 (c) (3) of the Code, in the following order
of priority:
1. To a successor organization to this corporation,
if any; or
2. To the Edmond Public Schools, Edmond, Oklahoma;
or
3. To one or more organizations with similar charitable, scientific or
educational purposes to this corporation's as determined by majority
vote of the board of trustees; or
4. to one or more exempt organizations, as determined by majority vote
of the board of trustees.
TENTH. The power to adopt, amend or repeal the bylaws is hereby conferred upon the board of trustees.
IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by its President and its Secretary this 21st day of June, 1993.