ARTICLES OF
INCORPORATION
OF
KNOW ALL MEN
BY THESE PRESENTS:
That we, the undersigned, having
associated ourselves for the purpose of forming a nonprofit corporation under
and pursuant to the laws of the State of Arizona and for that purpose do hereby
adopt these Articles of Incorporation.
ARTICLE
I
NAME:
The name of the corporation shall be:
ARTICLE
II
PURPOSE: This corporation is organized
exclusively for educational and charitable 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
("I.R.C."), or corresponding section of any future federal tax code;
and, so long as they are consistent with I.R.C. section 501(c)(3), it may
conduct all lawful activities for which nonprofit corporations may be
incorporated under the laws of the State of Arizona, as they may be amended
from time to time.
ARTICLE
III
INITIAL ACTIVITY: To
establish ongoing education and resident programs that address the changing
personal and developmental needs of youths with a specific orientation towards
establishing effective solutions to prepare the way for successful community
awareness and participation.
ARTICLE
IV
CORPORATE POWERS: The Corporation shall have the power to do
any and all acts and things necessary or useful to its purposes, and shall have
the general, specific and incidental powers and privileges granted to it by
statute.
ARTICLE V
BYLAWS: Additional provisions for the
regulation of the internal activities of the Corporation shall be determined
through the Corporation's Bylaws.
ARTICLE
VI
This shall be
a "non-membership" corporation that shall have a perpetual existence.
ARTICLE
VII
PRINCIPAL OFFICE: The principal (registered) office of this
corporation is to be located at
ARTICLE
VIII
INCORPORATORS: The incorporators are:
Bruce L. Benefiel & Robin J.
Engel,
ARTICLE
IX
BOARD OF DIRECTORS: The Board of Directors shall conduct the business and
affairs of the corporation and shall have power to do any and all acts and
things necessary or useful to its purposes as the governing body of the
Corporation as granted through the general, specific and incidental powers and
privileges enunciated by statute and as further specified and defined in the
Corporation's Bylaws.
BOARD OF DIRECTORS: There shall be no less than three (3) and no
more than nine (_9_) Directors or such larger number as may later be
presented in the Bylaws. The names and
addresses of the three (3) persons who are to serve as Directors until the
first annual meeting of Directors or until their successors are elected and
qualified are:
1. Bruce
L. Benefiel -
2. Robin
J. Engel -
3. Open
ARTICLE
X
CORPORATE EARNINGS: No
part of the net earning 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 Articles IV & V.
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 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 of
1954, (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 1954, (or the corresponding provisions of any future United States Internal
Revenue Laws).
ARTICLE
XI
DISSOLUTION:
Upon the dissolution of the
corporation, the Board of Directors shall, after paying or making provision for
the payment of all of the liabilities of the corporation dispose of all of its
assets exclusively for the purposes of the corporation in such manner, or to
such organizations organized and operated exclusively for charitable,
educational, religious or scientific purpose as shall at the time qualify as an
exempt organization or organizations under Section 501 (c) (3) of the Internal
Revenue Code of 1954 (or the corresponding provision of any future United
States Internal Revenue Laws) as the Board of Directors shall determine.
Any such assets not disposed of shall be disposed of by the
Superior Court of the County in which the principal office of the corporation
is then located, exclusively for such purpose or to such organization or
organizations, as said Court shall determine, which are organized and operated
exclusively for such purpose.
ARTICLE
XII
LIABILITY OF OFFICERS AND DIRECTORS: To the fullest extent provided by law, no Director
or Officer of the Corporation shall be personally liable for corporate debts,
except as provided or referred to in A.R.S. Sec. 10-2342 or as set forth in
items "(1)" through "(4)" below.
No Director or Officer shall be
personally liable to the corporation for monetary damages for breach of
fiduciary duty as a Director; provided, however, that this Article shall not be
construed as eliminating or limiting a Director's liability for any of the
following acts:(1) breach of duty of loyalty to the corporation, (2) any acts
or omissions which are not in good faith or which involve intentional
misconduct or a knowing violation of the law,(3) the authorizing of an unlawful
payment or distribution out of the corporate assets, (4) any transaction made
in the furtherance of the exempt purposes of the corporation which the Director
derived an
improper personal
benefit, or (5) any act or acts that can be defined under the laws of this
State as "Director Conflicts Of Interest."
ARTICLE
XIII
INDEMNIFICATION: The Corporation shall indemnify any person
who in good faith incurs liability or expense by reason of such person being a
Director or Officer of the Corporation.
This indemnification shall be mandatory in all circumstances in which
indemnification is permitted by law. The power of indemnification under the
Arizona Revised Statutes shall not be denied or limited by the bylaws. Any persons made a party to any action, suit
or proceeding by reason of the fact that she/her, her/his testator or
intestate, is or was a Director, officer or employee of this Corporation shall
be indemnified by the Corporation against any and all liability and reasonable
expenses, including attorney's fees, actually and necessarily incurred by him
in connection with the defense of any such action, suit or proceeding, civil or
criminal, or in connection with appeal therein, except in relation to matters
as to which it shall be adjudged in such action, suit or proceeding that such
individual did not act in good faith in what she/he reasonably believed to be
the best interest of the Corporation in performance of her/his duties; and, in
addition, in criminal actions or proceedings had no reasonable cause to believe
that her/his conduct was unlawful.
Such right of indemnification shall
not be deemed exclusive of any other right to which such Director, officer or
employee may be entitled by law, and shall not be construed as any limitation
on the authority of the Board of Directors to advance Corporation funds for
such reasonable expenses, including attorney's fees.
ARTICLE
XIV
PRIVATE PROPERTY: The private property of the Directors and
Officers of this Corporation shall be forever exempt from Corporate
debts and liabilities.
ARTICLE
XIV
ANNUAL ME
ARTICLE
XVI
STATUTORY AGENT: The name and address of the initial statutory
agent of the corporation is:
Jerome
Alan Landau
Suite G-200
8655
East Via de Ventura
tel: 480-346-1101
ARTICLE
XVII
FISCAL YEAR: The Corporation’s
fiscal year shall end on June 30th.
DATED this 29
day of March 2004.
________________________________________
Bruce L.
Benefiel & Robin J. Engel, Incorporators
ACKNOWLEDGMENT OF STATUTORY AGENT
I, Jerome
Alan Landau, having been designated to act as Statutory Agent, hereby consent
to act in that capacity until removed, or resignation is submitted in
accordance with the Arizona Revised Statutes.
________________________
Jerome Alan Landau