CERTIFICATE OF INCORPORATION
I, Cathy Cox, the Secretary of State and the Corporation Commissioner
of the State of Georgia, do hereby certify under the seal of my office that
HOLY HANDS CHRISTIAN MINISTRIES, INC.
A DOMESTIC NONPROFIT CORPORATION
has been duly incorporated under the laws of the State of Georgia on
the effective date stated above by the filing of articles of incorporation
in the office of the Secretary of State and by the paying of fees as
provided by Title 14 of the Official Code of Georgia Annotated.
WITNESS my hand and official seal in the City of Atlanta and the State of
Georgia on the date set forth above.
CATHY COX
SECRETARY OF STATE
ARTICLES OF INCORPORATION OF
HOLY HANDS CHRISTIAN MINISTRIES, INC.
A GEORGIA NOT FOR PROFIT CORPORATION
ARTICLE I
INCORPORATION
These Articles of Incorporation are signed and acknowledged by the
Incorporator for the purpose of forming a Georgia Not For Profit
Corporation, which is organized pursuant to the provisions of the Georgia
Nonprofit Corporation Code (O.C.G.A. §22-2202 et. seq.).
ARTICLE II
NAME, REGISTERED AGENT AND REGISTERED OFFICE
The name of this Corporation is HOLY HANDS CHRISTIAN MINISTRIES, INC. The
mailing address and the physical location of its registered office, as well
as its principal office, is 706-A Ninth Avenue, Albany, Dougherty County,
Georgia 31701. The initial registered agent at such address is JOHN
WARRENER.
ARTICLE III
MEMBERS
The Corporation may have members in the sense that a church may have
members, but it will not have "members" as such term is
defined in the Georgia Nonprofit Corporation Code.
ARTICLE IV
BOARD OF TRUSTEES
The affairs of the Corporation shall be managed by a Board of Trustees.
As more fully set forth in the ByLaws of the Corporation, the Board shall be
self-perpetuating.
ARTICLE V
PURPOSES
The general purposes for which this Corporation is
organized are exclusively religious and charitable within the meaning of
Section 501(c)(3) of the Iternal Revenue Code or the corresponding provision
of any future United States tax code. Notwithstanding any other provision of
these Articles, this organization shall not carry on any activities not
permitted to be carried on:
(a) by an organization exempt from Federal income tax
under Section 501(c)(3) of the Internal Revenue Code of 1986 or the
corresponding provision of any future United States 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 provisions of any future United States tax code.
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
religious and charitable purposes set forth herein. No 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.
The Corporation shall further function and operate as a
Georgia Nonprofit Corporation with objectives which include the following:
conducting worship services; sharing the Gospel of Jesus Christ; equipping
and enabling Christians to minister to the world; to own and maintain such
facilities and property as may be required to carry out the above stated
purposes; outreach to others outside of the Church membership; and,
generally trying to advance the kingdom of God here in the world through
worship, study, fellowship and ministering to others.
ARTICLE VI
POWERS
Except as expressly limited in these Articles of
Incorporation, the powers of the Corporation shall include all powers
permitted of a Nonprofit Corporation under the Georgia Nonprofit Corporation
Code
ARTICLE VII
PROHIBITIONS AND REQUIREMENTS
Notwithstanding other provisions of these Articles to the
contrary, should at any time the Corporation become a "private
foundation" as defined in Section 509(a) of the Internal Revenue Code
("I.R.C."), it shall not:
(a) Engage in any act of "selfdealing" as
defined in I.R.C. Section 4941(d), which would give rise to any liability
for tax iniposed by I.R.C. Section 4941(a);
(b) Retain any "excess business holdings", as
defined in I.R.C 4943(c), which would give rise to any liability for tax
imposed by I.R.C. Section 4943(a);
(c) Make any investment which would jeopardize the
carrying out of any of its exempt purposes, within the meaning of I.R.C.
Section 4944, so as to give rise to any liability for tax imposed by I.R.C.
Section 4944(a);
(d) Make any "taxable expenditures", as
defined in I.R.C. Section 4945(d), which would give rise to any liability
for tax imposed by I.R.C Section 4945(a).
ARTICLE VIII
DISTRIBUTION OF ASSETS ON DISSOLUTION
Upon the dissolution of the Corporation, its assets shall
be distributed as directed by a majority of the Board of Trustees, but only
and exclusively for the charitable and exempt purposes for which this
Corporation was organized, and if distributed to one or more organizations,
such recipient organizations must at that time qualify as exempt from
taxation under the provisions of Section 501(a) of the Internal Revenue Code
of 1986, or the corresponding provisions of any subsequent law. In the event
for any reason the Board of Trustees shall fail to so act, the Chief Judge
of the Superior Court of Dougherty County, Georgia shall make such
distribution as herein directed upon the application of one or more persons
having an interest in the Corporation or its assets.
ARTICLE IX
INCORPORATOR
The name and street address of the Incorporator to these
Articles of Incorporation is:
John Warrener, Pastor
2411 Temple Avenue
Albany, Georgia 31707
ARTICLE X
DURATION
This Corporation is to exist perpetually, beginning with the execution of
these Articles of Incorporation and effective as of the date of filing with
the Secretary of the State of Georgia.
ARTICLE XI
LIMITATION OF TRUSTEE LIABILITY
No Trustee shall have any personal liability to the Corporation or its
members for monetary damages for breach of duty of care or other duty as a
Trustee, by reason of any act or omission occurring subsequent to the date
when this provision becomes effective, except that this provision shall not
eliminate or limit the liability of a Trustee for (a) any appropriation, in
violation of his or her duties, of any business opportunity of the
Corporation; (b) acts or omissions which involve intentional misconduct or a
knowing violation of law; (c) liabilities of a Trustee imposed by Sections
14-3-860 through 14-3-864 of the Georgia Nonprofit Corporation Code; or (d)
any transaction from which the Trustee derived an improper personal benefit.
IN WITNESS WHEREOF, I, JOHN WARRENER, the undersigned subscribing
Incorporator, has hereunto set his hand and seal this 11 day of December,
2000, for the purposes of forming this Not for Profit Corporation under the
laws of the State of Georgia.
