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Articles of Incorporation of Salina Field House Lender, Inc. ARTICLES OF INCORPORATION OF SALINA FIELD HOUSE LENDER, INC. ARTICLE 1 CORPORATE NAME The name of this corporation is Salina Field House Lender, Inc. ("the Corporation"). ARTICLE 2 REGISTERED OFFICE AND RESIDENT AGENT The location of the registered office of the Corporation in this state shall be 300 W. Ash Street, Room 202, Salina, Saline County, Kansas 67401. The resident agent at that address shall be Salina Field House Lender, Inc. ARTICLE 3 ORGANIZED NOT FOR PROFIT This Corporation is organized as a not-for-profit, under and pursuant to the Kansas General Corporation Code contained in K.S.A. 17-6001 et seq., and shall have no authority to issue capital stock. ARTICLE 4 PURPOSES OF THE CORPORATION The Corporation is organized to assist in promoting economic development in the City of Salina, Kansas (the "City") by providing debt financing to allow for increased availability of New Markets Tax Credits as defined in Section 45D of the Internal Revenue Code of 1986, as may be amended from time to time ("Code"), which is to be considered as a tax-exempt purpose pursuant to Section 501(c)(3) of the Code. This Corporation shall and may exercise all the powers conferred by the laws of the State of Kansas upon corporations formed under the laws pursuant to and under which this Corporation is formed, as such laws are now in effect or may at any time hereafter be amended. ARTICLE 5 RESTRICTIONS ON POWERS 5.1 Not-for-Profit Restriction. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (i) by an organization exempt from federal income tax under Code Section 501(c)(3), or (ii)by an organization, contributions to which are deductible under Code Section 170(c)(2). 5.2 No Compensation to Directors. No compensation or payment shall ever be paid or made to any member, director, officer, creator, or organizer of this Corporation, or substantial contributor to it (except as reasonable payment for actual services rendered to or for the benefit of this Corporation in accordance with its charitable purpose). Neither the whole nor any portion of the assets or net earnings current or accumulated of this Corporation shall ever be distributed to or divided among any such persons, and neither the whole nor any part or portion of such assets or net earnings shall ever be used for, accrued to, or inure to the benefit of any member or private individual within the meaning of Section 501(c)(3) of the Code. 5.3 Political Activities Prohibited. 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 any candidate for public office. 5.4 Assets Upon Dissolution. Upon dissolution of the Corporation, the Directors 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 such purposes as shall at the time qualify as an exempt organization or organizations under Code Section 501(c)(3), as the governing board shall determine. Any assets not so disposed of shall be disposed of by the District Court of Saline County, Kansas, exclusively for such purposes or to such organization or organizations, as the Court shall determine, which are organized and operated exclusively for such purposes. ARTICLE 6 MEMBERSHIP OF CORPORATION The conditions of membership in the Corporation shall be as stated in the Bylaws. ARTICLE 7 NAME AND ADDRESS OF INCORPORATOR The name and address of the incorporator is as follows: City of Salina, Kansas 300 W. Ash Street, Room 202 Salina, KS 67401 ARTICLE 8 DIRECTORS 8.1 Governing Authority. Management of the business and affairs of the Corporation shall be vested in and conducted by its Board of Directors and its officers. 8.2 Number. Management of the Corporation shall be vested in a Board of Directors consisting of five persons. - 2 - 8.3 Eligibility, Election, and Rules Governing Directors. The conditions of eligibility for members of the Board of Directors and the procedures for electing and governing them shall be as set forth in the Bylaws of the Corporation. ARTICLE 9 MEMBERS OF BOARD OF DIRECTORS Management of the Corporation shall be vested in a Board of Directors consisting of five persons. Two (2) Directors for the Board shall be selected by the City Commission of the City and Three (3) Directors for the Board shall be selected by Greater Salina Community Foundation (who shall not be members of the City Commission of the City or another officer or employee of the City). At least two (2) of the Directors shall not also be directors of Salina Field House Qualified Active Low-Income Community Business, Inc., a Kansas nonprofit corporation. No Director may be removed except for cause and by a majority of the Directors of the Board. ARTICLE 10 TERM The term for which this Corporation is to exist is perpetual. ARTICLE 11 IMMUNITIES AND LIMITATIONS OF LIABILITY Except as specifically prohibited or limited by law.and fo the fullest extent permitted by law: (1) the members, officers,.Board.of;Directors, and employees'of this Corporation shall not be personally liable for the debts, liabilities, or obligations Of-the•Corporation;12).as the third parties, all volunteers serving this Corporation, including but not limited to officers and Directors, shall have immunity from liability for their actions or inactions in connection with service to this Corporation; (3) no member of the Board of Directors of this Corporation shall be personally liable to the Corporation or its members for breach of fiduciary duties as a member of the Board of Directors; and (4) all officers, trustees, and employees of this Corporation shall have immunity from liability for their actions undertaken in good faith and without actual malice. Nothing herein shall be construed to otherwise limit or restrict the privileges, immunities or limitations of liability available to the Corporation itself which are specifically reserved under the law. ARTICLE 12 CHANGES IN LAW Any reference in these Articles to a statute of either the United States or a state shall be interpreted to include a reference to the corresponding provision of any applicable statute of such entity. - 3 - ARTICLE 13 AMENDMENTS The Articles of Incorporation or these Bylaws may be amended by an affirmative vote of a majority (no fewer than three) of the total number of members of the Board of Directors (five) at a meeting, following written notice to each Director given not less than 15 nor more than 60 days before said meeting, which notice shall set forth the proposed amendment and shall give the date, time and place of the meeting. Dated on this day of At IP 2016 CITY OF SALINA, KANSAS K. e J Cr. �ord, Mayor STATE OF KANSAS, COUNTY OF SALINE, ss: This instrument was acknowledged before me on Itle ( , 2016, by Kaye J. Crawford as Mayor of the City of Salina, Kansas. SHANDI L. WICKS cila Notary Public- State of Kansas �I My Appt Expires _Al .11 Notaty Public - 4 -