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We the undersigned, being natural persons of the
age of eighteen years or more and citizens of
the United States, for the purpose of forming a corporation under
the Missouri's General Not For
Profit Corporation Law, Chapter 355 RSMo, do hereby adopt the
following Articles of
Incorporation:
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The name of the corporation is Forest Park Southeast Community
Council.
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The corporation is a public benefit corporation.
- The period of duration of the corporation is perpetual.
- The address of its initial Registered Office in the State of
Missouri is 1085 S. Taylor, St. Louis, Missouri, 63110, and its
initial Registered Agent is Robert C. Babione at the same
address.
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The names and addresses of the incorporators are:
| George J. Jones, Jr. | 44xx Norfolk | St.
Louis, MO 63110;
| | Robert C. Babione | 10xx S.
Taylor | St. Louis, MO 63110;
| | Kim Jayne | 44xx Swan | St.
Louis, MO 63110; and
| | Philip Heagney | 45xx Gibson | St.
Louis, MO 63110.
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The first Board of Directors shall be fourteen in number;
their names and addresses are:
| George J. Jones, Jr. | 44xx Norfolk | St.
Louis, MO 63110;
| | David Love | P.O. Pox 3234 | St.
Louis, MO 63130;
| | Verna O. Epperson | 44xx Norfolk
| St. Louis, MO 63110;
| | Bill Sauders | 43xx Chouteau
| St. Louis, MO 63110;
| | Dexter Silvers | 42xx Chouteau
| St. Louis, MO 63110;
| | Sarah R. Green | 43xx Gibson
| St. Louis, MO 63110;
| | Joan Botwinick | 5xx Westview
| St. Louis, MO 63130;
| | Dan Scott | 43xx Chouteau | St.
Louis, MO 63110;
| | Don DeVivo | 44xx Swan | St.
Louis, MO 63110;
| | Kellie Shelton | 45xx Gibson
| St. Louis, MO 63110;
| | Connie G. Bedwell | 42xx Norfolk
| St. Louis, MO 63110;
| | Philip Heagney | 45xx Gibson
| St. Louis, MO 63110;
| | Robert C. Babione | 10xx S. Taylor
| St. Louis, MO 63110; and
| | Kim Jayne | 44xx Swan | St.
Louis, MO 63110.
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The corporation shall have members. The by-laws shall provide
for the qualification of
corporation members and shall provide that the
corporation members shall select the directors
of the corporation as provided by the by-laws.
Except as to the number of Directors to constitute the first
Board of Directors, the number of
persons to constitute the Board of Directors shall be fixed by
the by-laws of the corporation.
The number of persons to constitute the Board of Directors may
be increased or decreased from
time to time by amendment to the by-laws.
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.
Notwithstanding any other provisions of these articles, the
corporation shall not carry on any
other 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
1954 (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
1954 (or the corresponding provision of any future United
States Internal Revenue Law). Upon dissolution and liquidation of the corporation, all
assets of the corporation remaining,
after all liabilities and obligations of the
corporation shall be paid, satisfied and discharged, or
adequate provision shall be made therefor, shall be
transferred, conveyed and distributed to not
for profit corporations which provide charitable and
educational, purposes as shall at the time
qualify as an exempt organization or organizations
under Section 501(c)(3) of the Internal
Revenue Code of 1954 (or the corresponding provision of
any future United States Internal
Revenue Law), as the Board of Directors shall
determine, probably like that of this corporation;
provided that such a distribution is then permitted
under the applicable laws of the State of
Missouri and may properly be made without adverse
effect on the status of the corporation as
an exempt organization under Section 501(c) (3) of the
Internal Revenue Code of 1954, as
amended (or the corresponding provision of any future
United States internal revenue law);
provided, further, if not for profit corporations which
serve the same or similar charitable and
educational, purposes, at such time are unwilling or
unable for any reason whatsoever to accept
such a liquidating distribution or if such liquidating
distribution would adversely effect the
exempt status of the corporation, the remaining assets
shall be distributed to such nonprofit
organization or organizations as may be specified in or
provided for under the plan of
distribution adopted by the corporation pursuant to the
General Not For Profit Corporation Law
of the State of Missouri, particularly Section 355.230
which includes provision for supervision
by the Attorney General of the State of Missouri and
the Circuit Court with jurisdiction when
required; provided such distributee organization(s)
shall be organized and operated exclusively
for such shall at the time qualify as an exempt
organization(s) under Section 501(c) (3) of the
Internal Revenue Code of 1954, as amended (or the
corresponding provision of any future
United States internal revenue law).
Notwithstanding anything herein to the contrary (1) no
substantial portion 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,
intervene in (including the publishing
or distributing of statements) any political campaign on
behalf of any candidate for public
office; (2) the corporation is not organized and shall not be
conducted for pecuniary profit, and
no part of its funds, however acquired, shall inure to the
benefit of, or be distributed to, its
members, directors or other individuals, 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 herein;
and (3) the corporation shall not
carry on any other activities not permitted to be carried on
(i) by a corporation exempt from
federal income tax under section 501(c) (3) of the Internal
Revenue Code of 1954, as amended
(or the corresponding provision of any other United States
internal revenue law), or (ii) by a
corporation, contributions to which are deductible under
section 170(c) (2) of the Internal
Revenue Code of 1954, as amended (or the corresponding
provision of any future United States
internal revenue law). The corporation is formed and shall be operated exclusively
for charitable and educational
purposes, within the meaning of Section 501(c) (3) of
the Internal Revenue Code of 1954, as
amended (or the corresponding provision of any future
United States internal revenue law),
more particularly, to continuously improve the Forest
Park Southeast neighborhood for all the
families and other charitable organizations and
institutions of the neighborhood. The corporation may receive grants and contributions in
furtherance of the above purposes.
IN AFFIRMATION OF THE FACTS STATED ABOVE, the undersigned
have executed the foregoing Articles of Incorporation as the incorporators of
Forest Park Southeast Community Council.
/s/ George J. Jones, Jr.
/s/ Robert C. Babione
/s/ Kim Jayne
/s/ Philip Heagney
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