Articles of
Incorporation
I, Marcia D. Watters, Esq., whose address is 11 850 Indian Lane, Hagerstown, Maryland 27142, being at least eighteen (I 8) years of age, hereby form a corporation under and by virtue of the General
Laws of the State of Maryland, specifically Titles 1-5 of Corporations and Associations Article of the Maryland Annotated Code.
ARTICLE ONE
NAME OF CORPORATION
The name of the corporation (hereinafter referred to as the
"Corporation") is: The New Forest Society, Inc.
ARTICLE TWO
PURPOSES
The purposes for which the Corporation is formed are:
- To facilitate the association of individuals whose goals are to establish
and maintain riparian buffers and to preserve those already existing in
Frederick County, Maryland. Such riparian buffers shall be implemented by
the planting of new forests, which shall be maintained until such time as
such growth no longer needs maintenance to ensure its continued growth and
natural reestablishment.
- To facilitate outreaching and networking to continually increase the sum
of riparian buffers planted and maintained, and to increase the number of
individuals participating in the Corporation's purposes.
- To facilitate in educating individuals as to the importance of riparian
buffers in the form of natural vegetative growth and the purposes, goals,
methods and accomplishments of the Corporation.
- To collaborate with local, state, and federal agencies and other
organizations, coordinating efforts to promote similar interests in
education and conservation.
ARTICLE THREE
PRINCIPAL OFFICE
The address of the principal office of the Corporation in this
State is:
14726 Old Frederick Road
Rocky Ridge, Maryland 21778
ARTICLE FOUR
RESIDENT AGENT
The name and address of the Resident Agent in this State are:
Elizabeth Prongas
14726 Old Frederick Road
Rocky Ridge, Mryland 21778
Said Resident Agent is an individual actually residing in this
State.
ARTICLE FIVE
NONSTOCK CORPORATION
T he corporation is nonstock, and no dividends or pecuniary profits will be
declared or paid to the members of the Corporation. The Corporation has no
authority to issue capital stock. All the earnings and property of the
corporation shall be used to further the purposes and objectives of the
corporation as set forth in Article Two. Nothing contained herein, however,
shall prohibit payments by the corporation to directors or officers or members
as reasonable compensation for services rendered to the corporation.
ARTICLE SIX
TYPE OF CORPORATION
The Corporation is a nonprofit corporation organized for environmental
preservation, restoration and educational charitable purposes.
ARTICLE SEVEN
AUTHORIZATION
The Corporation is organized under the Maryland General Corporation Law.
ARTICLE EIGHT
DURATION
The period of duration of this nonprofit corporation is perpetual until such
time as the Corporation is dissolved according to the laws of the State of
Maryland and of the bylaws of this Corporation.
ARTICLE NINE
DIRECTORS
The number of directors constituting the initial board of directors shall be
six, which number may be increased or decreased pursuant to the by-laws of the
Corporation, provided that the number of directors shall never be less than the
minimum number permitted by Section 2-402 of the Corporations and Associations
Article of the Annotated Code of Maryland, as amended. The names of the
directors who shall act until the first annual meeting and until their
successors are duty chosen and qualified are:
1. Don Briggs
2. Sr. Carol Durkin
3. Karen Kuhn
4. Elizabeth Prongas
5. Michael Souders
6. Charles Stouter
ARTICLE TEN
DEFINITIONS, LIMITATIONS, AND REGULATIONS CONCERNING POWERS OF
THE CORPORATION AND ITS DIRECTORS, OFFICERS, AND MEMBERS.
I. Public Representation of the Corporation: No director, officer or member
of the Corporation shall make public representations regarding the Corporation,
its purposes, activities, goals, or achievements or any other internal matter
without prior approval of such representation and the aspects thereof. Approval
shall be signified by majority vote of the Officers or Directors.
2. Fundraising: No director, officer, or member of the Corporation shall
create, facilitate or execute any fundraising or fundraising related activity on
behalf of the Corporation without prior approval. Approval shall be signified by
majority vote of the Officers or Directors.
ARTICLE ELEVEN
CORPORATE OFFICERS AND THEIR FUNCTIONS
The general officers of the corporation shall be Chair, Vice-Chair,
Secretary, and Treasurer.
The principal duties of the Chair shall be to preside at all meetings of the
members and the board of directors and to have general supervision of the
affairs of the corporation.
The principal duties of the Vice-Chair shall be to discharge the duties of
the president in the event of absence or disability or removal, for any cause,
of the Chair.
The principal duties of the Secretary shall be to countersign all deeds,
leases, and conveyances executed by the corporation, affix the seal of the
corporation to all papers required or directed to be sealed, and to keep a
record of the proceedings of the board of directors, and to safety and
systematically keep all books, papers, records, and documents belonging to the
corporation, or in any way pertaining to the business of the corporation, except
the books and records incidental to the duties of the treasurer.
The principal duties of the Treasurer shall be to keep an account of all
monies, credits, and property of the corporation which come into his or her
hands, and to keep an accurate account of all monies received and disbursed and
the proper vouchers for monies disbursed, and to render all accounts,
statements, and inventories of monies received and disbursed and of money and
property on hand, and generally of all matters pertaining to the office of
treasure, as required by the board of directors.
The board of directors may provide for the appointment of additional officers
as they may deem for the best interest of the corporation.
One person may hold any two offices, the duties of which do not conflict.
The officers shall perform additional or different duties as from time to
time are imposed or required by the board of directors, or as may be prescribed
by the bylaws, as amended.
ARTICLE TWELVE
LIABILITY
The private property of the members, directors and officers of the
Corporation shall not be liable for its corporate debts.
Directors and Officers and Members of the Corporation shall not be liable to
the Corporation for money damages. The purpose of this limitation of liability
is to limit liability to the maximum extent that the liability of directors and
officers of Maryland corporations is permitted to be limited by Maryland law, as
amended. This limitation on liability shall apply to events occurring at the
time a person serves as a director or officer of the Corporation whether or not
such person serves as a director or officer at the time of any proceeding in
which liability is asserted.
To the maximum extent permitted by Maryland law, the Corporation shall
indemnify its currently acting and its former directors and officers against any
and all liabilities and expenses incurred in connection with their services in
such capacities, and shall indemnify its currently acting and its former
officers to the full extent that indemnification shall be provided to directors,
and shall indemnify, to the same extent, persons who serve and have served, at
its request as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture or other enterprise. The
Corporation shall advance expenses to its directors and officers and the other
persons referred to above to the extent permitted by Maryland law. This
indemnification of directors and officers shall also apply to directors and
officers who are also employees, in their capacity as employees. The Board of
Directors may by Bylaw, resolution or agreement make further provision for
indemnification of employees and agents to the extent permitted by Maryland law.
References to Maryland law shall include the Maryland General Corporation Law
as from time to time amended. Neither the repeal or amendment of this Article
Eleven, nor any other amendment to these Articles of Incorporation, shall
eliminate or reduce the protection afforded to any person by the foregoing
provisions of this Article Eleven with respect to any act or omission which
shall have occurred prior to such repeal or amendment.
ARTICLE THIRTEEN
PROFHBITED ACTIVITIES
Notwithstanding any other provision of these articles, this Corporation shall
not except to an insubstantial degree, engage in any activities or exercise any
powers that are not in furtherance of the purposes of this Corporation.
This Corporation is organized and operated exclusively for the public's
benefit and for environmental, educational, and charitable purposes within the
meaning of Section 501 (c)(3) of the Internal Revenue Code.
Notwithstanding any other provision of these articles, this 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 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 or the
corresponding provision of any future United States Internal Revenue Law. No
substantial part of the activities of this Corporation shall consist of lobbying
or propaganda, or otherwise attempting to influence legislation, except as
permitted by Section 501(h) of the Internal Revenue code of 1986, and this
Corporation shall not participate in or intervene in any political campaign on
behalf of or in opposition to any candidate for public office.
This Corporation is irrevocably dedicated to benefiting the public through
environmental, educational, and charitable purposes, and no part of the net
income or assets of this Corporation shall ever inure to the benefit of any
director, officer, trustee, or member of the Corporation or to the benefit of
any private person.
Specifically, this Corporation shall not be operated in violation of the
following limitations, restrictions and prohibitions:
a) The Corporation shall distribute its income 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 of the Internal Revenue Code and its regulations
as such Section and regulations now exist or may hereafter be amended, or under
corresponding laws and regulations hereafter adopted;
b) The Corporation shall not engage in any act of self-dealing as defined in
Section 4941(d) of the Internal Revenue Code and its regulations as such Section
and regulations now exist or may hereafter be amended, or under corresponding
laws and regulations hereafter adopted;
c) The Corporation shall not retain any excess business holdings as defined
in Section 4943(c) of the Internal Revenue Code and its regulations as such
Section and regulations now exist or may hereafter be amended, or under
corresponding laws and regulations hereafter adopted;
d) The Corporation shall not make any investments in such manner as subject
it to tax under Section 4944 of the Internal Revenue Code and its regulations as
such Section and regulations now exist or may hereafter be amended, or under
corresponding laws and regulations hereafter adopted;
e) The Corporation shall not make any taxable expenditures as defined in
Section 4945(d) of the Internal Revenue Code and its regulations as such Section
and regulations now exist or may hereafter be amended, or under corresponding
laws and regulations hereafter adopted.
ARTICLE FOURTEEN
MEMBERS
The Board of Directors shall have the power to provide in the Bylaws of the
corporation that the corporation shall or shall not have a membership. If a
membership is so provided for, the qualifications of members, their manner of
selection, any classes of membership, and the rights, duties and voting
privileges of members shall be established in the Bylaws of the corporation.
ARTICLE FIFTEEN
DISSOLUTION OF THE CORPORATION
No person shall possess any property right in or to the property or assets of
the Corporation. Upon dissolution of this Corporation as provided by the Bylaws,
all assets remaining after payment of any outstanding liabilities shall be
distributed exclusively to charitable, religious, educational or scientific
organizations which would then qualify under the provisions of Section 501(c)(3)
of the Internal Revenue Code and its regulations as such Section and regulations
now exist or may hereafter be amended, or under corresponding laws and
regulations hereafter adopted and which organizations have purposes and
objectives similar to those of the Corporation, all determined in accordance
with the Bylaws.
IN WITNESS WHEREOF I have signed these Articles of Incorporation this 16th
day of June, 2000 and I acknowledge the same to be my act.
WITNESS/DATE: INCORPORATOR/DATE:
Ashley Fox / 6-16-00 Marcia D. Watters, Esq.
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