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Articles of Incorporation
STATE OF NEW HAMPSHIRE
Recording fee: $25.00 (Note 1) Form No. NP 1
Use black print or type. RSA 292:2
Leave 1" margins both sides.
ARTICLES OF AGREEMENT OF
A NEW HAMPSHIRE NONPROFIT CORPORATION
THE UNDERSIGNED, BEING PERSONS OF LAWFUL AGE, ASSOCIATE UNDER THE PROVISIONS OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, CHAPTER 292 BY THE FOLLOWING:
Article 1. The name of the corporation shall be:
Article 2. The object for which this corporation is established is:
The purpose of this organization shall be to aid in the reduction of the pet over population by partnering overcrowded open admission shelters with rescues and limited admission shelters with the goal of eliminating euthanasia of healthy, adoptable animals. This organization shall partner groups with similar missions, philosophies and protocols to ensure permanent re-homing of animals accepted into its programs. This organization shall strive to elevate the standard of responsible pet ownership and promote aggressive spay/neuter programs through outreach and education."
Article 3. The provisions for establishing membership and participation in the corporation are:
The Corporation shall have two classes of members: Voting and non-voting.
Voting members shall be those persons who meet each of the following conditions: 1) who identify with the purposes of the Corporation through work and activities for or on behalf of the Corporation and/or make monetary contributions to the Corporation and meet such other criteria as may be established from time to time by the board of directors, all as determined by that board in its sole discretion, and (2) are elected as voting members at an annual or special meeting of the board of directors of the Corporation. The number of voting members shall not exceed _______ persons, except with the approval of the board of directors.
Non-voting members shall be those persons meeting each of the following conditions as determined by the board of directors in its sole discretion: 1) who identify with the purposes of the Corporation through contributions to or through work and activities on behalf of the Corporation, and (indicate in writing their desire to become a non-voting member of the Corporation, and (3) who meet such other criteria as may be established from time to time by the Corporation's board of directors in its sole discretion. The number of persons who may become non-voting members of the Corporation shall be fixed, from time to time, by the board of directors of the Corporation. The voting members shall be entitled to vote for the election of the board of directors of the Corporation, on such matters at any annual or special meeting of the members as the board of directors shall designate and on such other business of the Corporation which, under the laws of the Commonwealth of Massachusetts, require a vote by members of the Corporation. Non-voting members shall have no right to vote on any matters pertaining to the organization, existence or business of the Corporation. The board of directors of the Corporation shall have the right to terminate the membership and privileges of any voting or non-voting member, if it believes, in its sole discretion and without restriction, that such termination is in the best interest of the Corporation.
Article 4. The provisions for disposition of the corporate assets in the event of dissolution of the corporation including the prioritization of rights of shareholders and members to corporate assets are:
Dissolution. If the organization is dissolved, all the remaining assets shall be distributed, after payment or provision for payment of liabilities, to another Shelter or Rescue Organization so long as the organization selected qualifies as an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended. It the selected organization fails to qualify at the time of such dissolution, the assets of HH4Paws shall be distributed to a public charitable organization that is interested primarily in the welfare of dogs and that does qualify as an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended. A majority of the board shall decide which organization is to receive any assets.
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NAME OF CORPORATION Form No. NP 1 Helping Hands 4 Paws RSA 292:2
Article 5. The address at which the business of this corporation is to be carried on is:
PO Box 232 Rindge, NH 03461
Article 6. The amount of capital stock, if any, or the number of shares or membership certificates, if any, and provisions for retirement, reacquisi-tion and redemption of those shares or certificates are:
None
Article 7. Provision eliminating or limiting the personal liability of a director, an officer or both, to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, an officer or both is: (Note 2)
Any volunteer, director, or officer Of the organization now or hereafter serving as such shall be indemnified, according to NH RSA 508:16 and 508:17, by the organization against any and all claims and liabilities to which he/she has or shall become subject by reason of any action alleged to have been taken, omitted, or neglected by him/her as a volunteer, director, or officer. The organization shall reimburse each such person for all legal expenses reasonably incurred by him/her in connection with any such claim or liability. However, no such person shall be indemnified against or be reimbursed for an expense incurred in connection with any claim or liability arising out of his/her own willful misconduct or gross negligence. The volunteer, director, or officer shall sign a voluntary immunity form as provided in RSA 508:17. The form shall be approved by the b o a r d
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