Cleng Peerson Lodge - Sons of Norway
Proposed changes to Articles of Incorporation
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Articles 5 & 7 proposed changes, to be compliant with IRS 501c(3)
Norwegian Center Inc.


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.



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