ALLEN COUNTY VETERANS MEMORIAL FOUNDATION
An Ohio Non-Profit Corporation
Charter Number 1758359
CERTIFICATE OF AMENDED
AND RESTATED ARTICLES OF INCORPORATION
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:
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.
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
David E. Paxton, Sr.
James S. Whited
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.
Kathleen G. Paxton, Recording Secretary