The Witches' Voice Articles of Incorporation|
Author: Witchvox Central
Posted: May 4th. 1997
Times Viewed: 31,717
The Witches' Voice. Inc. Articles of Incorporation
(General Laws, Chapter 180)
The exact name of the corporation is: The Witches' Voice, Inc.
The purpose of the corporation is to engage in the following activities:
The corporation is organized exclusively for religious, educational, charitable and literary purposes to promote and carry out the interaction and understanding of those who follow the religion of Witchcraft or Wicca.
To conduct such other activities and programs in furtherance of the foregoing purposes as may be carried out by a corporation organized under Massachusetts General Laws Chapter 180 and described in Section 501(c)(3) of the Internal Revenue Code.
A corporation may have one or more classes of members. If it does, the designation of such classes, the manner of election or appointments, the duration of membership and the qualification and rights, including voting rights, of the members of each class, may be set forth in the by-laws of the corporation or may be set forth below:
The corporation has five (5) classes of membership, the rights and are set forth in the bylaws of the corporation.
**Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or members, or of any class of members, are as follows:
4.Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the power of the corporation, or of its directors, officers or members, are as follows:
(a) In addition to the powers granted to the corporation by General Laws, Chapter 180, the corporation shall have and may exercise in furtherance of its corporate purposes each of the powers specified in Sections 9A and 9B of Massachusetts General Laws, Chapter 1 56B.
(b) The directors may make, amend or repeal the by-laws in whole or in part, except with respect to any provision thereof which by-law or the by-laws requires action by the members.
(c) Notwithstanding anything else herein provided, the corporation is organized and shall be operated exclusively for religious, educational, charitable or literary purposes, as said terms have been and shall be defined pursuant to sections 170(c) and 501(c)(3) of the Internal Revenue Code. All powers of this corporation shall be exercised only in such manner as will assure the operation of this corporation exclusively for said religious, education, charitable or literary purposes, as so defined, it being the intention that this corporation shall be exempt from federal income tax and that contributions to it shall be deductible pursuant to said sections of the code, and all purposes and powers herein shall be interpreted and exercised consistently with this intention.
(d) No part of the net earnings of the corporation shall inure to the benefit of; or be distributed to its members, directors, officers, private shareholders or individuals, except that the corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of the corporation's purposes set forth in Article 2 of these Articles of Organization. No substantial part of the activities of the corporation shall consist of the carrying on of propaganda or otherwise attempting to influence legislation (except as otherwise provided in Section 501(h) of the Internal Revenue Code), and the corporation shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
(e) Except as may be otherwise required by law, the corporation may at any time authorize a petition for its dissolution to be filed with the Supreme Judicial Court of the Commonwealth of Massachusetts by the affirmative vote of a majority of the directors of the corporation then in office; provided, however, that in the event of any liquidation, dissolution, termination, or winding up of the corporation (whether voluntary, involuntary or by operation of law), the property or assets of the corporation remaining after providing for the payment of its debts and obligations shall be conveyed, transferred, distributed, and set over outright to one or more religious, educational, charitable or literary institutions or organizations, created and organized for non-profit purposes similar to those of the corporation, which qualify as exempt from income tax under section 501(c)(3) of the Internal Revenue Code, as a majority of the total number of the directors of the corporation may by vote designate and in such proportions and in such manner as may be determined in such vote; provided, further, that the corporation's property may be applied to charitable or educational purposes in accordance with the doctrine of cy pres in all respects as a court having jurisdiction may direct.
(f) No officer or director shall be personally liable to the corporation for monetary damages for any breach of fiduciary duty by such officer or director as an officer or director notwithstanding any provision of law imposing such liability, except that, to the extent provided by applicable law, this provision shall not eliminate or limit the liability of an officer or director (i) for breach of the officer's or director's duty of loyalty to the corporation (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the officer or director derived an improper personal benefit. No amendment or repeal of these provisions shall deprive an officer or director of the benefits hereof with respect to any act or omission occurring prior to such amendment or repeal.
The by-laws of the corporation have been duly adopted and the initial directors, president, treasurer and clerk or other presiding, financial or recording officers, whose names are set out on the following page, have been duly elected.
The effective date of organization of the corporation shall be the date approved and filed by the Secretary of the Commonwealth; if a later effective date is desired, specify such date which shall not be more than thirty days after the date of filing.
The information contained in Article VII is not a permanent part of the Articles of Organization.
a. The street address (post office boxes are not acceptable) of the principal office of the corporation in Massachusetts is: (secured-use P.O.Box) P.O.Box 560157 West Medford, MA 02155
b. The name, residential address and post office address of each director and officer of the corporation is as follows:
(Addresses on original-deleted here for reasons of security)
c. The fiscal year of the corporation shall end on the last day of the month of: December.
d. The name and business address of the resident agent, if any, of the corporation is: (Above)
I/We, the below signed incorporator(s), do hereby certify under the pains and penalties of perjury that I/we have not been convicted of any crimes relating to alcohol or gaming within the past ten years. I/We do hereby further certify that to the best of my/our knowledge the above-named officers have not been similarly convicted. if so convicted, explain.
IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose signature(s) appear below as incorporator(s) whose name(s) and business or residential address(es) are clearly typed or printed beneath each signature, do hereby associate with the intention forming this corporation under the provisions of General Yaws, Chapter 180 and do hereby adopt the Articles of organization as incorporator(s) this 4th day of April 1997 (signed):
THE COMMONWEALTH OF MASSACHUSETTS ARTICLES OF ORGANIZATION
(General Laws, Chapter 180)
I hereby certify that, upon examination of these Articles of Organization, duly submitted to me, it appears that the provisions of the General Laws relative to the organization of corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me this 7th day of April, 1997.
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
Photocopy of document to be sent to:
Michael J. Murphy, Esq.
Five Commonwealth Road
Natick, MA. 01760
Telephone: (508) 650-9252
Wren Walker & Fritz Jung & Peg Aloi
(The Witches' Voice Inc.)
Location: Clearwater¼, Florida
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