Secretary of State

 

Corporations Division
315 West Tower
 
2 Martin Luther King, Jr. Dr. 
Atlanta, Georgia 30334-1530
 

PERRY & WALTERS, LLP
JAMES E. REYNOLDS, JR.
P.O. BOX 712O9
ALBANY GA 31708

 

 

CONTROL NUMBER: 0055175
EFFECTlVE DATE: 12/18/2000
JURISDICTION: GEORGIA
RFFERENCE 0070
PRINT DATE 12/18/2000
FORM NUMBER 311

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.

 

 

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