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FUNDACION MANOS JUNTAS
CERTIFICATE OF INCORPORATION
FIRST: The undersigned incorporators, whose names and post office
addresses are:
Boyd Shook
8117 Bridgeport Lane
Bethany, Oklahoma 73008
Kathy McCallie
3712 Amelia
Oklahoma City, Oklahoma 73112
Harold Swink
6508 North St. Clair
Oklahoma City, Oklahoma 73116
all being at least eighteen (18) years of age, hereby form a non-profit
corporation under and by virtue of the Oklahoma General Corporation Act (the
"Act").
SECOND: The name of the Corporation (which is hereafter called the
"Corporation") is FUNDACION MANOS JUNTAS.
THIRD: The purposes for which the Corporation is formed are:
(a) The Corporation is organized exclusively for religious, educational
or charitable purposes, including, for such purposes, the making of distributions to the
needy and to organizations that qualify as exempt organizations under Section 501(c)(3) of
the Internal Revenue Code of 1986 (or the corresponding provision of any future United
States Internal Revenue Law), and, more specifically, to receive and administer funds for
such religious, charitable or educational purposes, all for the public welfare, and for no
other purposes, and to that end to take and hold, by bequest, devise, gift, purchase or
lease, either absolutely or in trust for such objects and purposes or any of them, any
property, real, personal or mixed, without limitation as to amount of value, except such
limitations, if any, as may be imposed by law; to sell, convey and dispose of any such
property and to invest and reinvest the principal thereof, and to deal with and expend the
income therefrom for any of the before-mentioned purposes, vadiout limitation, except such
limitations, if any, as may be contained in the instrument under which such property is
received; to receive any property, real, personal or mixed, in trust, under the terms of
any will, deed of trust, or other trust instrument for the foregoing purposes or any of
them, and in administering the same to carry out the directions, and exercise the powers
contained in the trust instrument under which the property is received, including the
expenditure of the principal as well as the income, for one or more of such purposes, if
authorized or directed in the trust instrument under which it is received, but no gift,
bequest or devise of any such property shall be received and accepted if it be conditioned
or limited in such manner as shall require the disposition of the income or its principal
to any person or organization other than a "charitable organization" or for
other than "charitable purposes" within the meaning of such terms as defined in
Article NINTH of this Certificate of Incorporation, or as shall in the opinion of the
Board of Directors, jeopardize the federal income tax exemption of the Corporation
pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as now in force or
afterwards amended; to receive, take title to, hold and use the proceeds and income of
stocks, bonds, obligations or other securities of any corporation or corporations,
domestic or foreign, but only for the foregoing purposes, or some of them; and, in
general, to exercise any, all and every power for which a non-profit corporation organized
under the applicable provisions of the Oklahoma General Corporation Act for religious,
educational and charitable purposes, all for the public welfare, can be authorized to
exercise, but only to the extent the exercise of such powers are in furtherance of exempt
purposes.
(b) No part of the net earnings of the Corporation shall inure to the
benefit of or be distributable to its members, directors, 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 THIRD 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 any candidate for public office. Notwithstanding any other provision of this
Certificate, the Corporation shall not carry on any other activities not pemiitted to be
carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of
the Internal Revenue Code of 1986 (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 of 1986 (or the
corresponding provision of any future United States Internal Revenue Law).
(c) The religious, educational or charitable purposes for which the
Corporation is organized, as qualified and limited by subparagraphs (a) and (b) of this
Article THIRD, include but are not limited to the following:
(i) Coordinate mission trips to Central America;
(ii) Provide an outlet for distribution of handicrafts from Central
America-,
(iii) Serve as a vehicle for collection and distribution of clothing,
medial supplies, and
pharmaceutical supplies to the needy;
(iv) Operate a medical clinic at Epworth Methodist Church which will
furnish care at
no cost to the needy;
(v) Promote understanding among people who are diverse in ethnic,
economic, and cultural background;
(vi) Develop and sponsor educational opportunities for talented and
deserving students
in order to allow full development of potential of these students; and
(vii) Encourage employment opportunities among the needy.
FOURTH: The post office
address of the principal office of the Corporation in this State is 8117 Bridgeport Lane,
Bethany, Oklahoma 73008.
The name and post office address of the Registered Agent of the
Corporation in this State is Boyd Shook, 8117 Bridgeport Lane, Bethany, Oklahoma 73008.
FIFTH: The Corporation is
not organized for profit; it shall have no capital stock and shall not he authorized to
issue capital stock. The number of qualifications for; and other matters relating to its
members shall be as set forth in the bylaws of the Corporation.
SIXTH: The number of Directors of the Corporation to be elected
at the first meeting shall be three, which number may be increased or decreased pursuant
to the Bylaws of the Corporation. The names and mailing addresses of the Directors, who
shall act until the first annual meeting or until their successors are duly chosen and
qualified, are:
Boyd Shook
8117 Bridgeport Lane
Bethany, Oklahoma 73008
Kathy McCallie
4412 N.W. 27th
Oklahoma City, Oklahoma 73107
Harold Swink
6508 North St. Clair
Oklahoma City, Oklahoma 73116
SEVENTH: Upon the dissolution of the Corporation's affairs, or upon
the abandonment of the Corporation's activities due to its impracticable or inexpedient
nature, the assets of the Corporation then remaining in the hands of the Corporation shall
be distributed, transferred, conveyed, delivered and paid over to any other charitable
organization (as hereinafter defined) of this or any other State, having a similar or
analogous character or purpose, in some way associated with or connected with the
corporation to which the property previously belonged.
EIGHTH: The Corporation may by its Bylaws make any other
provisions or requirements for the arrangement or conduct of the business of the
Corporation, provided the same be not inconsistent with this Certificate of Incorporation
nor contrary to the laws of the State of Oklahoma or of the United States.
NINTH: In this Certificate of Incorporation,
(a) References to "charitable organizations" or
"charitable organization" mean corporations, trusts, funds, foundations or
community chests created or organized in the United States or in any of its possessions,
whether under the laws of the United States, any state or territory, the District of
Columbia, or any possession of the United States, organized and operated exclusively for
charitable purposes, no part of the net caniings of which inures or is payable to or for
the benefit of any private shareholder or individual, and no substantial part of the
activities of which is carrying on propaganda or otherwise attempting to influence
legislation and which do not participate in, or intervene in (including the publishing or
distributing of statements), any political campaign on behalf of any candidates for public
office. It is intended that the organization described in this Article NINTH shall be
entitled to exemption from federal income tax under Section 501(c)(3) of the Internal
Revenue Code of 1986, as now in force or afterwards amended.
(b) The term "charitable purposes" shall be limited to and
shall include only religious, charitable, scientific testing for public safety, literary
or educational purposes within the meaning of the terms used in Section 501(c)(3) of the
Internal Revenue Code of 1986 but only such purposes as also constitute public charitable
purposes under the laws of the United States, any state or territory, the District of
Columbia, or any possession of the United States.
TENTH: (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 b Section 4942 of the Internal Revenue Code of 1986, or
corresponding provisions of any subsequent federal tax laws
(b) The Corporation shall not engage in any act of self-dealing as
defined in Section 4941(d) of the Internal Revenue Code of 1996, or
corresponding
provisions of any subsequent federal tax laws.
(c) The Corporation shall not retain any excess business holdings as
defined in Section 4943(c) of the Internal Revenue Code of 1986, or
corresponding
provisions of any subsequent federal tax laws.
(d) The Corporation shall not make any investments in such manner as to
subject it to tax under Section 4944 of the Internal Revenue Code of 1986,
or
corresponding provisions of any subsequent federal tax laws
(e) The Corporation shall not make any taxable expenditures as defmed
in Section 4945(d) of the Internal Revenue Code of 1986, or corresponding
provisions of
any subsequent federal tax laws.
IN WITNESS THEREOF, we have signed this Certificate of Incorporation
this ( 31 ) day
of ( July ) 1997. and we acknowledge the same to be our acts.
(Signed here by Boyd Shook, Kathy McCallie, and Harold Swink)
cc: Bill B. Thom, C.P.A. Thom-Dobson-Womack, Inc. 6408-B North Santa Fe
Oklahoma City, Oklahoma 73116
Board of Directors
Boyd Shook, President
Kathy McCallie, Secretary
Harold Swink, Treasurer
Teresa Rendon, Member
Jeni Markham-Clewell, Member
Judy Markley, Member
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