ALLEN COUNTY VETERANS MEMORIAL FOUNDATION

An Ohio Non-Profit Corporation

Charter Number 1758359

CERTIFICATE OF AMENDED

AND RESTATED ARTICLES OF INCORPORATION

Click here To See our filing and certificate held by the Ohio Secretary of State.

At a meeting of the Board of Directors of the Allen County Veterans Memorial Foundation, which was duly called, and at which was present a quorum of the Directors of said organization, discussion was had with regards to amending and restating the articles of incorporation of said organization. After Motion duly made and seconded, and after further discussion thereon, the following amended and restated articles were approved by a unanimous vote of the Board of Directors.

 

The undersigned, of whom are citizens of the United States, desiring to amend and restate the articles of incorporation of the Allen County Veterans Memorial Foundation, charter number 1758359 do hereby certify:

 

FIRST: NAME OF THE CORPORATION

The name of the corporation shall be the “Allen County Veterans Memorial Foundation”

 

SECOND: LOCATION OF THE CORPORATION

 

The place in Ohio where the principle office of the corporation is located is:

The township of Jackson and the county of Allen. Other office locations may be established in Allen County as appropriate to conduct the corporation's business.

 

THIRD: PURPOSE OF THE CORPORATION

 

The purpose for which the corporation is formed is to:

  1. Construct and maintain war memorials in Allen County, Ohio to honor those members of the U.S. armed forces from Allen County, Ohio who have died in the service of our country.

  2. Perpetuate the memory of U.S. military veterans.

  3. Do any and all acts and things necessary, proper or convenient to accomplish these purposes.

    The construction of an Allen County War Memorial shall be our primary objective. Other veterans memorials may be constructed throughout Allen County, Ohio. Public events such as lectures, parades, memorial celebrations, and patriotic activities may be used to promote the purpose and goals of the corporation. The Allen County Veterans Memorial Foundation may use printed material, television, newspaper, radio and the internet to further its purpose. The corporation will conduct fund raisers, seek donations from individuals and corporations to construct and maintain the memorial(s).

    The Allen County Veterans Memorial Foundation is a non-profit corporation 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 the corresponding section of any future federal tax code.

 

FOURTH: MEMBERSHIP OF THE CORPORATION

 

Membership in the Allen County Veterans Memorial Foundation shall consist of the Board of Trustees who shall serve as the Foundation's Board of Directors.

 

FIFTH: TRUSTEES

The Trustees of the corporation are:

David E. Paxton, Sr.                              Kathleen G. Paxton

James S. Whited                                    Nicholas Thomas

 

SIXTH: EARNINGS OF THE CORPORATION

 

No part of the net earnings of the corporation 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 Article First 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 or in opposition to any candidate for public office. Notwithstanding any other provision 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, or the corresponding section of any future federal tax code, or (b) 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.

 

SEVENTH: DISSOLUTION OF THE CORPORATION

 

Upon the dissolution of the Allen County Veterans Memorial Foundation, the Board of Trustees shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (C) (3) of the Internal Revenue Code. (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine, or shall be distributed to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

 

IN WITNESS WHEREOF, we have hereunto subscribed our names on October 3, 2013

 

By:____________________________________________

David E. Paxton, Sr.

 

 

By: ___________________________________________

James S. Whited

 

 

By: ___________________________________________

Nicholas Thomas

 



Now comes Kathleen G. Paxton, the duly elected secretary of this corporation certifying that the above is a true and correct copy of the amended and restated articles of incorporation as adopted by the membership of the Allen County Veterans Memorial Foundation at a duly called meeting that was held in accordance with the laws of the state of Ohio and the bylaws of this corporation on October 3, 2013.



IN WITNESS THEREOF, I have affixed my name as secretary of this corporation.

 

 

By: ___________________________________________

 

Kathleen G. Paxton, Recording Secretary