RESOLUTION BY
BOARD OF DIRECTORS
OF
THE NORWEGIAN CENTER, INC.,
an Illinois
not-for-profit corporation
.
We, the undersigned,
being a majority
of the Board of Directors of The Norwegian
Center, Inc., an Illinois not-for-profit corporation
("Corporation'') hereby adopt the following Resolution concerning
amendment to the Articles of Incorporation:
Whereas, it is
in the best interests
of the Corporation that the Articles of Incorporation be modified and clarified
so as to remove restrictions as to the persons who may serve upon the Board of
Directors, and to make .more certain the power of Members to elect the Board of
Directors, and further make more certain the powers of the Board of Directors
to conduct the Business of the Corporation.
NOW THEREFORE, BE IT RESOLVED that
Article 5 and Article 7 of Articles of
Incorporation is amended as follows:
Article 5: The purpose or
purposes for which the organization is organized are to operate a museum on the
site of the former Norway Lutheran Church near the Village of Norway in
Illinois, and other charitable and education purposes.
[Last
amended in 9/1978]
Article 5 is amended as allows:
Said corporation
is organized to operate a museum on the site of the former Norway Lutheran
Church in the Village of Norway in Illinois, exclusively for charitable,
religious, educational, and scientific 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, or the
corresponding section of any future federal tax code.
Article 7:
(a) Upon dissolution of the corporation,
the
assets shall be distributed according to the Illinois General Not-For-Profit
Act (''NFP Act''), §112.16. The Board of
Directors shall have the power to:
(i)
determine the identities of the corporation's, societies, or organizations to
receive distributions under §112.16(c), and
(ii)
Amend the By-Laws to determine the distributive rights of Members or others
under §112.16(d).
(b) All
of the above references to the NFP Act shall remain in effect in accordance
with said Act as it hereafter may be amended or renumbered.
[Last
amended in 4/2011]
Article 7 is
amended as allows:
No part of the net
earnings of the corporation shall inure to the benefit of, or be distributable
to its members, trustees, 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 or in opposition to 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, or the corresponding section of any future federal tax
code, or (b) 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.
If reference to federal law in
articles of incorporation imposes a limitation that is invalid in your state,
you may wish to substitute the following for the last sentence of the preceding
paragraph: “Notwithstanding any other provision of these articles, this
corporation shall not, except to an insubstantial degree, engage in any
activities or exercise any powers that are not in furtherance of the purposes
of this corporation.”
Upon the dissolution of the corporation,
assets shall be distributed for one or more exempt purposes within the meaning
of section 501(c)(3) of the Internal Revenue Code, and to the Illinois General
Not-For-Profit Act (''NFP Act''), §112.16.
The Board of Directors shall have the power to: (i)determine the identities of the
corporation's, societies, or organizations to receive distributions under
§112.16(c) or the corresponding section of any future federal tax code, or
shall be distributed to the federal government, or to a state or local
government, for a public purpose. Any such assets not so disposed of shall be
disposed of by a Court of Competent Jurisdiction of the county in which the
principal office of the corporation is then located, exclusively for such
purposes or to such organization or organizations, as said Court shall
determine, which are organized and operated exclusively for such purposes.
All of the above
references to the NFP Act shall remain in effect in accordance with said Act as
it hereafter may be amended or renumbered.
In witness whereof, we have hereunto subscribed our names this
___________day of December 2012.