ARTICLES OF INCORPORATION

OF

THE LUMPKIN COUNTY EDUCATION FOUNDATION INCORPORATED

 

 

ARTICLE I

 

1.1            CORPORATION NAME

 

The name of this corporation shall be the LUMPKIN COUNTY EDUCATION FOUNDATION, INCORPORATED. The business of the corporation may be conducted as LUMPKIN COUNTY EDUCATION FOUNDATION.

 

 

ARTICLE II

 

2.1            ORGANIZATION AND DURATION

 

The corporation is organized pursuant to the Georgia Nonprofit Corporation Code. The period of duration of the corporation is perpetual.

 

 

ARTICLE III

 

3.1            REGISTERED AGENT

 

The registered agent of the corporation shall be: Ian M. Cowie.

 

 

3.2            ADDRESS

 

The street address of the initial registered office of the corporation is 534 Denton Road, Dawsonville, Lumpkin County, Georgia, 30534. The mailing address of the initial registered office of the corporation is P.O Box 262, Dahlonega, Georgia 30533.

 

 

ARTICLE IV

 

4.1            INCORPORATORS

 

The names and addresses of each incorporator are:

(a) Catherine Z. Ariemma, 242 Cloudland Road North, Dahlonega, Georgia        30533

(b) Ian M. Cowie, 534 Denton Road, Dawsonville, Georgia 30534

(c) Chesley Davis

(d) Staci Johnson, 938 Crooked Creek Drive, Dahlonega, Georgia 30533

(e) Thomas MacMillan, 366 Pinewood Drive West, Dahlonega, Georgia 30533

(f.) Davis Palmour, 828 Yahoola Road, Dahlonega, Georgia 30533

(g) Judyth Sousa, 95 Buckeye Ridge West, Dahlonega, Georgia 30533

(h) Cathy Sparks, 908 Little Mountain Road, Dawsonville, Georgia 30534

 

 

ARTICLE V

 

5.1            GOVERNANCE

 

The Lumpkin County Education Foundation shall be governed by its board of trustees.

 

 

5.2            INITIAL BOARD OF TRUSTEES

 

The initial board of trustees of the corporation shall be as follows.

 

(a) Catherine Z. Ariemma, 242 Cloudland Road North, Dahlonega, Georgia 30533

(b) Ian M. Cowie, 534 Denton Road, Dawsonville, Georgia 30534

(c) Chesley Davis

(d) Staci Johnson, 938 Crooked Creek Drive, Dahlonega, Georgia 30533

(e) Thomas MacMillan, 366 Pinewood Drive West, Dahlonega, Georgia 30533

(f.) Davis Palmour, 828 Yahoola Road, Dahlonega, Georgia 30533

(g) Judyth Sousa, 95 Buckeye Ridge West, Dahlonega, Georgia 30533

(h) Cathy Sparks, 908 Little Mountain Road, Dawsonville, Georgia 30534

 

 

ARTICLE VI

 

6.1            MEMBERSHIP

 

The Lumpkin County Education Foundation shall have no members.  The management of the affairs of the corporation shall be vested in its board of trustees, as defined in the corporation’s Bylaws.

 

 

ARTICLE VII

 

7.1            PURPOSE

 

The Lumpkin County Education Foundation’s purpose is to cultivate fundraising partnerships with the community to enrich our children's educational opportunities. Funds raised by the foundation will be disbursed to support public education in Lumpkin County as determined by the Board of Trustees. A portion of funds raised will be invested in accordance with the Bylaws of the foundation to support future activities.

 

7.2            NON-PROFIT STATUS

 

The Lumpkin County Education Foundation is a non-profit corporation and shall operate exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code. The Lumpkin County Education Foundation is designated as a public benefit corporation. No part of the assets, receipts, net earnings, or properties of this corporation, on dissolution or otherwise, shall inure to the benefit of, or be distributable to, its trustees, officers or other private person or individual, 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 these Articles. The Lumpkin County Education Foundation is not organized and shall not be operated for the private gain of any person. The property of the corporation is irrevocably dedicated to its educational and charitable purposes.

 

7.3            RESTRICTED ACTIVITIES

 

No substantial part of the corporation’s activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office.

 

7.4            PROHIBITED ACTIVITES

 

Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on (I) by a corporation exempt from federal income tax as an organization described by Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (II) 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.

 

 

ARTICLE VIII

 

8.1            PERSONAL LIABILITY

 

No officer or trustee of this corporation shall be personally liable for the debts or obligations of The Lumpkin County Education Foundation of any nature whatsoever, nor shall any of the property or assets of the officers or trustees be subject to the payment of the debts or obligations of this corporation.

 

 

ARTICLE IX

 

9.1            TERMINATION

 

Upon termination or dissolution of The Lumpkin County Education Foundation, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation. The organization to receive the assets of The Lumpkin County Education Foundation hereunder shall be selected by the discretion of a majority of the Board of Trustees of The Lumpkin County Education Foundation and if its trustees cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against The Lumpkin County Education Foundation by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Georgia. In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Georgia to be added to the general fund.

 

 

ARTICLE X

 

10.1            AMENDMENTS

 

These Articles of Incorporation may be amended, altered or repealed in whole, or in part, at any regular or special meeting of the Board of Trustees, duly called and held, upon a vote of a majority of the persons then serving as trustees. Notification of such meeting shall be done in writing.  First reading of the proposed amendment will be done at one regular meeting with voting at the next meeting.

 

 

Certificate of Adoption of Articles of Incorporation

 

We, the undersigned, do hereby certify that the above stated Articles of Incorporation of The Lumpkin County Education Foundation were approved by the board of trustees on

 

the _____ day of _________, 2015 ,

 

and constitute a complete copy of Articles of Incorporation of The Lumpkin County Education Foundation.

 

 

___________________________

Name of Incorporator: Catherine Z. Ariemma

Address: 242 Cloudland Road North, Dahlonega, Georgia 30533

 

 

___________________________

Name of Incorporator: Ian M. Cowie

Address: 534 Denton Road, Dawsonville, Georgia 30534

 

 

___________________________

Name of Incorporator: Chesley Davis

Address:

 

 

___________________________

Name of Incorporator: Staci Johnson

Address: 938 Crooked Creek Drive, Dahlonega, Georgia 30533

 

 

___________________________

Name of Incorporator: Thomas MacMillan

Address: 366 Pinewood Drive West, Dahlonega, Georgia 30533

 

 

___________________________

Name of Incorporator: Davis Palmour

Address: 828 Yahoola Road, Dahlonega, Georgia 30533

 

 

___________________________

Name of Incorporator: Judyth Sousa

Address: 95 Buckeye Ridge West, Dahlonega, Georgia 30533

 

 

___________________________

Name of Incorporator: Cathy Sparks

Address: 908 Little Mountain Road, Dawsonville, Georgia 30534

 

 

Acknowledgment of consent to appointment as registered agent:

 

I, _______________________________________, agree to be the registered agent for The Lumpkin Education Foundation as appointed herein.

 

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation.

Registered Agent ____________________

 

This _________ day of _________, 2015.