ARTICLES OF INCORPORATION

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ARTICLE II

DURATION

2.01 Duration

 

The period of duration of the corporation is perpetual.

ARTICLE III

PURPOSE

3.01    Purpose

UGOG is a non-profit corporation and shall operate exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code. UGOG is organized exclusively for charitable,  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, or corresponding section of any future federal tax code. No part of the net earnings of UGOG shall inure to the benefit of, or be distributable to its members, 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.

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 political campaign on behalf of any candidate for public office.

Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 (c) (3) 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.

UGOG is not organized and shall not be operated for the private gain of any person. The property of the corporation is irrevocably dedicated to its charitable purposes. No part of the receipts, or net earnings of the corporation shall inure to the benefit of, or be distributed to any individual. The corporation may, however, pay reasonable compensation for services rendered, and make other payments and distributions consistent with these Articles.”

Financial Information

The sources of the corporation’s income derive from personal resources and public donations.  Additional income sources will include grants, sponsorship and fundraising. The corporation disposes its income through the decisions made by its board of directors or through the decisions of the duly elected treasurer, whose power to pay expenses is set out by the board or the corporation’s bylaws in accordance to the corporation’s purpose.  Expenses paid by the corporation include, but are not limited to: equipment purchases and rentals, ambassador’s salary and boarding, insurance premiums, internet web site fees, publications, advertising, and miscellaneous board expenses. 

 

3.02     Public Benefit

UGOG is designated as a public benefit corporation.

ARTICLE IV

NON-PROFIT NATURE

4.01         Non-profit Nature

 

      UGOG is organized exclusively for charitable and educational 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, or corresponding section of any future federal tax code. No part of the net earnings of UGOG shall inure to the benefit of, or be distributable to its members, 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 other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 (c) (3) 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.

UGOG is not organized and shall not be operated for the private gain of any person. The property of the corporation is irrevocably dedicated to its educational and charitable purposes. No part of the assets, receipts, or net earnings of the corporation shall inure to the benefit of, or be distributed to any individual. The corporation may, however, pay reasonable compensation for services rendered, and make other payments and distributions consistent with these Articles.

                                                                                        

4.02    Personal Liability

 

No officer or director of this corporation shall be personally liable for the debts or obligations of UGOG of any nature whatsoever, nor shall any of the property or assets of the officers or directors be subject to the payment of the debts or obligations of this corporation.

4.03     Dissolution

Upon termination or dissolution of the UGOG, 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 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 UGOG hereunder shall be selected by the discretion of a majority of the managing body of the UGOG 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 UGOG by one (1) or more 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, giving preference if practicable to organizations located within the State of OHIO

In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of OHIO to be added to the general fund.

4.03    Prohibited Distributions

 

No part of the net earnings or properties of this corporation, on dissolution or otherwise, shall inure to the benefit of, or be distributable to, its members, directors, officers or other private person or individual, 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 3.01.

 

4.04    Restricted Activities

No substantial 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.

 

4.05    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.

ARTICLE V

BOARD OF DIRECTORS

5.01   Governance

 

UGOG shall be governed by its board of directors.

 

5.02   Initial Directors

 

The initial directors of the corporation shall be ABOU DIA

ARTICLE VI

MEMBERSHIP

6.01   Membership

 

UGOG shall have no members.  The management of the affairs of the corporation shall be vested in a board of directors, as defined in the corporation’s bylaws.  

ARTICLE VII

AMENDMENTS

7.01   Amendments

Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors. 

ARTICLE VIII

ADDRESSES OF THE CORPORATION

8.01   Corporate Address

 

The address of the corporation is:

UGOG

2442 Mason Village Columbus OH 43232

The mailing address of the corporation is:

UGOG

2442 Mason Village Columbus OH 43232

ARTICLE IX

APPOINTMENT OF REGISTERED AGENT

9.01   Registered Agent

 

The registered agent of the corporation shall be:

ABOU DIA   3702 Kidron ct Columbus OH 43232

ARTICLE X

INCORPORATOR

The incorporators of the corporation are as follow:

2442 Mason Village Columbus OH 432329

CERTIFICATE OF ADOPTION OF ARTICLES OF INCORPORATION

We, the undersigned, do hereby certify that the above stated Articles of Incorporation of UGOG were approved by the board of directors on 02/01/2014 and constitute a complete copy of Articles of Incorporation of the UGOG

                                                    

Abou DIA                                         3702 Kidron Ct Columbus OH 43232

Mouhamadoul H DIA                       1869 Bairsford Dr Columbus OH 43232

Omar BA                                           1881 Fountain View CT Columbus OH 43232

Sileye DIA                                         2141 Mason Village CT Columbus OH 43232

Ibrahima THIAM                               3726 Kimberly West Dr Columbus OH 43232

Mamadou DIALLO                           2610 Court Right Rd Columbus OH 43232

Hamatt GOLLO                             3134 Stamford Bridge Canal Winchester OH 43110

ACKNOWLEDGMENT OF CONSENT

TO APPOINTMENT AS REGISTERED AGENT

I, ABOU DIA, agree to be the registered agent for UGOG as appointed herein.

______ABOU DIA______________________     

NAME, Registered Agent

Date: _____02/01/2014__________________