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Articles of Incorporation

of the undersigned, a majority of whom are citizens of the United States, desiring to form a Non-Profit Corporation under the Internal Revenue Code.

Article I – Name

The name of the corporation is Alpha and Omega Fraternity, a nonprofit corporation (herein referred to as the “Corporation”).

Article II – Registered Office

The initial registered office of the Corporation is located at 1012 M Dewey Street, Greensboro, North Carolina 27411.

Article III – Registered Agent

Roy Dockery, whose address is 1012 M Dewey Street, Greensboro, North Carolina, 27411, is hereby appointed the initial registered agent of the Corporation.

Article IV – Duration

The Corporation shall exist perpetually.

Article V – Purpose and Powers

5.1 Purposes

The Corporation is organized to conduct activities, which are exclusively for charitable, educational, spiritual and social purposes.  With the forgoing limitation, the Corporation is organized for the purposes of:

a.        Providing fraternity to encourage spiritual growth;

b.        To establish a network between members of every fraternity and sorority to ensure that the community is receiving the benefit of our service.

c.       To inform students about survival in today’s world through the word of God, and Christianity.

d.       To create a fraternity that will provide a positive mentoring environment for young men in the community.

e.       To give those who choose to put God first in their life a fraternity where Christianity is a priority, not a hindrance.

 

 

 

5.2 Powers

To carry out its designated purposes, the Corporation shall have the following powers:

a.        To solicit money from any and all sources.

b.        To acquire (by gift, purchase, or otherwise), own, develop, maintain, lease, sell, transfer, exchange, or otherwise dispose of real or personal property in furtherance of the purpose of the Corporation.

c.        To lend and borrow money, and to mortgage, pledge, deed in trust, or hypothecate and or all of its real or personal property as security for monies borrowed or debts incurred, provided that any such action shall have the consent of two-thirds (2/3) of the members entitled to vote and shall be in furtherance of the purposed of the Corporation.

d.        To employ employees, and to contract for property or services as necessary or appropriate for corporation purposes.

5.3 Income Tax Status

Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501 (c) 3 of the Internal Revenue Code, or by a corporation, contributions to which are not deductible under Section 170 (c)(2) of the Internal Revenue Code, and the Federal Income Tax exemption of this Corporation pursuant to such legislation.

No part of the net earnings of the Corporation shall inure to the benefit of any director, office or employee of the Corporation, or to the benefit of any of any one individual; no director, office or employee of the Corporation shall received or be lawfully entitled to receive pecuniary benefit of any kind, except reasonable compensation for services rendered in effecting one or more purposes of the Corporation.  No part of the activities of the Corporation shall consist of carrying on propaganda or other wise attempting to influence legislation.

During any period of time in which the Corporation is deemed to be a private foundation as defined in Section 509 of the Internal Revenue Code of 1954 as amended, anything contained in this certificate notwithstanding, the Corporation is prohibited from engaging in any act of self-dealing (as defined in section 4941 (d) of the Internal Revenue Code of 1954, as amended); from retaining any excess business holdings (as defined in section 4943 (c) of the said Code, as amended); from making any investments in such manner as to subject the Corporation to tax under section 4944 of said Code; from making any taxable expenditures (as defined in section 4945 (d) of the said Code, as amended); the income of the Corporation for each taxable year shall be distributed at such time an in such manner as to not subject the Corporation to tax under section 4942 of the said Code.

Article VI – Board of Directors

6.1 Board of Directors

A three person Board of Directors shall manage the affairs of this Corporation.  The number of Directors may be changed by amendment of the Articles.  The Board of Directors shall manage the business and affairs of the Corporation.  The names and addresses of the persons who will serve in the capacity of the initial directors until the election of their successors is:

Roy A. Dockery

1012 M Dewey St
Greensboro, NC 27411

Quinton Littlejohn

1601 East Market St #3049
Greensboro, NC 27411

Ronald Campbell

6002 Spanish Oak Drive
Greensboro, NC 27409

6.2 Qualification of Directors

All directors must be a voting member of the Corporation.

6.3

All matters relating to terms of office, election of directors, filling vacancies on the Board of Directors, regular and special meetings of the Board, notice and waiver of notice, quorum and adjournment, and telephone meetings shall be spelled out in the Corporation’s Bylaws.

6.4 Removal of Directors

Any director may be removed, with or without cause, by two-thirds (2/3) of the votes cast by members having voting rights with regard to the election of any director, represented in person at a meeting of the members at which quorum is present.

6.5 Contracts in Which Director Have an Interest

Any contract or other transaction between the Corporation and any Corporation or association or other entity of which one or more of the Corporation’s directors are stockholders, members, directors, officers or employees shall be valid for all purposes notwithstanding the presence of such interested director or directors at the meeting of the Board of Directors which acts upon such contract or transaction.  If the interest shall have been disclosed to or known by the Board of Directors, the interested director shall have abstained from voting with respect to such contract or transaction and such contract or transaction shall have been approved by the affirmative vote of two-thirds (2/3) of the disinterested officers.

Article VII – Officers

7.1 Officers

This Corporation shall have a President and a Vice President, a Secretary, and a Treasurer, who shall be members of the Board of Directors.

7.2 Election of Officers

The Board of Directors shall choose the officers of the Corporation.  The Board of Directors will make their selection based on the majority vote of all active members.

7.3 Removal of Officers

The Board of Directors may, by majority vote, remove any officer whenever in its judgment, the best interests of the Corporation shall be served thereby; provided however, that written notice of such proposed removal shall be given to the officer sought to be removed not less than ten (10) days prior to the meeting at which such proposal is to be voted upon.

Article VIII – Membership and Voting Rights

8.1 Members

The Corporation shall be made up of voting members.

8.2 Qualification of Members

Full Time Students

B.             Be enrolled as full-time student at an accredited College or University during both the current and entire period of the previous semester. 

C.             Each prospective new member will be required to write two qualifying essays on the following topics:

a.     How would you describe you personal relationship with God? (3 pages)

b.     As a new member what do you feel you can offer Alpha and Omega Fraternity? (3 pages)

D.            Each active member is responsible for fulfilling there duties:

1.     Attending all general body meetings

2.     Involvement in at least one standing committee

3.     To vote in all elections, and referendums

4.     Pay Membership due of $100.00 for the fiscal academic year

Non-Student/Honorary Members

A.            Honorary/Non-Student membership will be offered to any person who is willing to invest time and money to fulfill the purpose of the organization

B.             Each Honorary/Non-Student member will have the following powers and duties:

a.     Honorary members will have the ability to purchase corporation paraphernalia.

b.     Honorary/Non-Student members will receive allotted paraphernalia items based on the amount of financial contribution.

c.     Each Honorary/Non-Student member will be expected to attend general body meetings, events, and fundraisers

d.     Honorary/Non-student members will receive a certificate of membership, with their membership status illustrated.

8.3

All matters relating to membership meetings, quorum and adjournment, voting at member meetings, and informal action by members shall be in the Bylaws of the Corporation.

Articles IX – Dissolution

9.1 Voluntary Dissolution

The Corporation may be voluntarily dissolved with the written assent of not less than two thirds of the voting members of the Corporation.

9.2 Distribution of Assets Upon Dissolution

In the event of any dissolution in liquidation, other than incident to a merger or a consolidation, the net assets, both real and personal, of the Corporation remaining for distribution after the payment of all liabilities shall, except as otherwise prescribed by law, be distributed as follows:

9.2.1

Such net assets of the Corporation shall be conveyed or dedicated to one or more an appropriate corporations or organizations which carries on activities, if practicable, the same as those in which the Corporation is engaged which corporation or organization is exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954.

Article X – Applicable Law

As used in these Articles, or in the Bylaws of the Corporation, the term “Internal Revenue Code” shall mean the Internal Revenue Code of 1954, as amended and the corresponding and applicable provisions of any future United States Internal Revenue Law.

Article XI – Amendments

These Articles of Incorporation may be amended from time to time by the affirmation vote of two-thirds (2/3) of the voting members of the organization.

Article XII – Incorporator

The name and address of the incorporator is Roy Dockery.  Dated this 28th day of February 2003.