By-laws & Articles of Incorporation
3341 PAGE 904
ARTICLES OF INCORPORATION
OF
ALABAMA KIWANIS FOUNDATION INC.
This corporation is organized pursuant to Title 10, Chapter 3A of the Code of Alabama of 1975, as amended, Alabama non-Profit Corporation Act.
FIRST: The name of said corporation shall be Alabama Kiwanis Foundation, Inc*
SECOND: The corporation shall have perpetual existence.
THIRD: The purposes for which said corporation is
formed are generally to further the ideals, themes and objectives of Kiwanis
in the Alabama District of Kiwanis International; to assist needy persons,
particularly young people; to assist worthy youth in attaining vocational
excellence, and to aid handicapped persons in regaining happy, useful lives
through the expending of funds directly for such purposes or by the
furnishing of funds to other organizations organized for charitable,
scientific research, or educational purposes, or the prevention of cruelty to
children, all within the purview of Section 501(c)(3) of the Internal Revenue
Code and the regulations thereunder, and as authorized by the Alabama Non-
Profit Corporation Act (Title 10, Chapter 3A of the Code of Alabama of 1975,
as amended).
FOURTH: The corporation shall have no members or shareholders initially, and no members or shareholders may be authorized except by amendment to these Articles of Incorporation.
FIFTH: (a) The corporation and its directors will at all times abide and be
governed and controlled by the Constitution, By-Laws and Policies of Kiwanis International now in force or hereafter from time to time adopted, insofar as any provision of such Constitution and By-Laws may be applicable.
(b)The corporation will comply with all such conditions and
requirements as Kiwanis International may prescribe.
(c)Whenever requested by the Board of Trustees of Kiwanis
International the corporation shall dissolve or change its form of organization, as may from time to time be requested by said Board.
(d) No amendments to the Articles of Incorporation or corporate By-Laws or change in the purpose of the corporation shall be made without the consent of Kiwanis International.
(e) In the event of dissolution or winding up of this corporation, after paying or adequately providing for the debts or obligations of this corporation, the directors, or persons in charge of liquidation, shall grant, convey, assign and transfer the remaining assets of this corporation only to an organization association, fund, foundation or other entity organized and operated exclusively for charitable, religious, scientific or educational purposes which is a tax-exempt, non-profit corporation under the United States Internal Revenue Code, and which is recognized as such by the United States Bureau of Internal Revenue.
SIXTH: The location and mailing address of the initial Registered Office of this corporation and the name of its initial Registered Agent at such address are:
Douglas S. Baker
Suite 430 Brown Marx Towers
2000 First Avenue, North
Birmingham, Alabama 35203
SEVENTH: (a) The number of directors of this corporation shall be eighteen, but may be changed from time to time by amendment to these Articles of Incorporation.
(b) The names and addresses of those chosen to serve as directors until the election and qualification of their successors are:
NAME ADDRESS TERM OF OFFICE
Ernest Justice 604 South Dean Road 1 Year
Auburn, AL 36830
Thomas J. Shell 101 Fenwick Road 1Year
Mobile, AL 36608
William L. Benton 920 Reedwood Lane 1 Year
Birmingham, AL 35235
Robert L. Tibbs 3275 Maysville Road 1 Year
Huntsville, AL 35811
Willie J. Rivers 1701 2nd Court West 1 Year
Birmingham, AL 35208
C. Kendell Snow 1801 Mauvilla Drive 1Year
Demopolis, AL 36732
Andrew A. Chaffin P. 0. Box 264 2 Years
Gadsden, AL 35902
A. G. Williams, Jr. 1121 Overlook Rde N 2 Years
Tuscaloosa, AL 35406
Jerry Andrews Alabama Electric Coop, Inc. 2 Years
P. 0. Box 550
Andalusia, AL 36420
Sammy W. Smith Rt. 2. Box 179 2 Years
Hartselle, AL 35640
R. Howell Skeen Rt. 2, Box 236 2 Years
Newville, AL 36353
Chester A. Smith 201 Cave Hill Road 2 Years
Weaver, AL 36227
Harry R. Hinson P. 0. Box 1086 3 Years
Andalusia,AL 36420
Raymond C. Kirkpatrick 6524 Sugar Creek Rd No. 3 Years
Mobile, AL 36609
Kirk C. Shaw 5762 Chester Court 3 Years
Mobile, AL 36609
Julian M. King P. 0. Drawer 327 3 Years
Talladega, AL 35160
H. T. Karn, Jr. 111 Martha Street 3 Years
Clanton, AL 35045
Joe L. Dean P. 0. Box 849 3 Years
Opelika, AL 36801
EIGHTH: The names and addresses of the Incorporators are:
Elbert Kidd Douglas Baker
121 Ocala Drive Suite 430 Brown MarX Bldg.
Montgomery, Al. 36117 2000 First Avenue, North
Birmingham, Alabama 35203
IN WITNESS WHEREOF the Incorporators of this corporation have hereunto set their
hands this 6th day of August, 1988 .
Notarization of By-Laws
STATE OF ALABAMA
COUNTY OF MOBILE
I, Robert McCurley, Jr. a Notary Public in and for said
States and County, do hereby certify that Elbert Kidd, whose name is signed
to the foregoing Articles of Incorporation, and who is known to me,
acknowledged before me on this day that, being informed of the contents of
the said Articles of Incorporation, he executed the same voluntarily on the
day the same bears date.
Given under my hand and official seal this, the 6th day of August,
1988
3441 Page 910
C 0 N S E N T
(CHARITABLE ORGANIZATION)
Kiwanis International
Indianapolis, Indiana
April 11, 19 88
To: ALABAMA DISTRICT
Having complied with all the conditions and requirements of KIWANIS INTERNATIONAL (a corporation created by and existing under the laws of the State of Illinois), with reference to the incorporation of the above charitable organization, consent is hereby given to you to incorporate without capital stock, and not for profit, pursuant to the laws of the state of ALABAMA
under the name of ALABAMA KIWANIS FOUNDATION, INC. and according to the articles of incorporation and Bylaws which you have submitted and which are hereby approved.
This consent is given on condition that it is revocable by Kiwanis International, if any time you depart from the plan of organization which you have submitted for our approval and you agree that in the event of such revocation you will comply with whatever request is made of you by Kiwanis International to conform with said plan, or in the event of failure to so conform, you will cause said corporation to dissolve.
KIWANIS INTERNATIONAL, INC
