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Control No. 09047692 STATE OF GEORGIA Secretary of State Corporations Division 315 West Tower #2 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530 CERTIFICATE OF INCORPORATION I, Karen C Handel, the Secretary of State and the Corporations Commissioner of the State of Georgia, hereby certify under the seal of my office that KEEP DAWSON COUNTY BEAUTIFUL, INC. a Domestic Non-Profit Corporation has been duly incorporated under the laws of the State of Georgia on 06/24/2009 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 June 24, 2009 Karen C Handel Secretary of State ---PAGE BREAK--- Control No: 09047692 Date Filed: [PHONE REDACTED] 04:03 PM Karen C Handel Secretary of State ARTICLES OF JNCO\{PORATION OF KEEP DAWSON COUNTY BEAUTIFUL, INC. ARTICLE I -NAME The name of the Corporation is: ''KEEP DAWSON COUNTYBEAUTIFULFOUNDATION, INC." (the "Corporation,,). A shortened form of the name approved by the Board ofDirectors may be used where it is not necessary to use the full legal name. ARTICLE D- AU'IHORITY The Corporation is incorporated pursuant to the provisions of the Georgia Nonprofit Corporation Code and is empowered to conduct and engage in all nonprofit activities as necessary for and convenient to carrying out the purposes of the Corporation as set forth in these Articles,. so long as such activities and purposes are consistent with the aforesaid Georgia Nonprofit Corporation code and aJI other statutes of the State of Georgia. The organization shall be charitable and educational within the meaning of Section 501 of the Internal Revenue Code of 1954, as amended. ARTICLE m .DURATION The Corporation shall have perpetual existence commencing upon the filing of these Articles ) with Secretary of State of the State of Georgia. ARTICLE IV .PURPOSES The mission of the Corporation is as follows: Cooperate with government, businesses, schools, civic organiz.ations and citizens in a joint effort to improve beautification, litter reduction and recycling. Maintaining a beautiful county is a team effort, which needs to involve everyone. The purposes of the Corporation are as follows: A Maintaining certification with Keep America Beautiful. Inc. B. Promote protection and improvement of the environment and pursue better ways to use the natural resources in Dawson County; C. Cooperate with other organizations and agencies to implement environmentally sound solid waste management initiatives including recycling, litter control and water quality issues; 1 State of Georgia Creation - Domestic Entity 6 Page(s) 1 I 111111111~ llm Ill llll M 1111 T0917723003 .J ---PAGE BREAK--- D. Seive as a citizen's advisory group on environmental issues to the Dawson County Board of Commissioners; E. Pursue ways and means to better use natural resources; F. Facilitate and promote participation of recycling programs in Dawson County; G. Promote environmental education and recycling efforts that will reach all segments of the population in our community, including students, parents, community leaders, businesses, educators and minorities; H. Identify waste management and recycling issues and develop cooperative approaches; I. Actively involve as many citizens as possible in volunteer clean-community system efforts, environmental education and recycling; J. Review environmental research of contemporary practices that is cost-effective and environmentally sound; K. Enter into cooperative agreements with other agencies and organizations to accomplish shared goals and objectives; L. Act as agent, principal, director, manager or otherwise, either alone on in conjunction with any government or political subdivision, person, finn, association, institution or public and private corporation; M. Solicit and accept gifts, grants, and bequests of money, securities, or other property, real or personal, on behalf of the Corporation for research and for any activities deemed to increase the knowledge and appreciation of environmental education and recycling efforts; N. Issue citations of merit and membership and bestow medals or other acknowledgments of distinction upon person, firms, associations, institutions, and public and private corporations that make meritorious contributions to the advancement in knowledge and appreciation of the Corporation's Mission; O. Pay all expenses involved in carrying out the purposes and in fulfilling the duties and responsibilities of the Corporation; including but not limited to: a. All office and other expenses incident to conducting the day-to-day business of the Corporation; b. Licenses, taxes, fees and other government charges levied or imposed against the property owned by or leased to the Corporation; and P. Have and exercise any and all powers, rights and p~vileges which a nonprofit corporation may 2 ---PAGE BREAK--- ) ) now or hereafter have or exercise under the laws of the State of Georgia. ARTICLE V .RESTRICTIONS ON CORPORATE PURPOSES . Notwithstanding any other provision of these articles, the activities and purposes of the Corporation shall be restricted as follows: A The purposes for which the Corporation is organized are to receive grants, contributions, real or personal property and subject to restrictions and limitations hereinafter set forth, to use and apply the whole or any part of the income therefrom and the principal thereof exclusively for charitable, religious, scientific, literary, or educational purposes either directly or by contributions to organizations that qualify as exempt organizations under Section 501 of the Internal Revenue Code and Regulations issued pursuant thereto as they now exist or as they may be amended. B. No part of the net earnings of the Corporation shall inure to the benefit o( or be distributable to, any Director, Officer, or member of the Corporation, or any other private individual ( except that reasonable compensation may be paid for services rendered to or for the Corporation) and no Director or Officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on the dissolution of the Corporation. No substantial part of the activities of the Corporation shall include the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall neither participate nor intervene (including the publication or distiibution of statements) in any political campaign on behalf of any candidate for public office, at any time. C. The Corporation shall distnl>ute its income for each taxable year at such time and in such manner as not to become subject to tax on undistributed income imposed by Section 4942 of the Internal Revenue Code or the corresponding p~ovision of any subsequent tax laws. D. The Corporation shall not engage in any act of self-dealing as defined in Section 494 I( d) of the Internal Revenue Code or the corresponding provisions of any subsequent federal tax laws. E. The Corporation shall not retain any excess business holdings as defined in Section 4942(c) of the Internal Revenue Code or the corresponding provisions of any subsequent federal tax laws. F. The Corporation shall not make any taxable expenditure as defined in Section 4945( d) of the Internal Revenue Code or the corresponding provisions of any subsequent federal tax laws. G. The Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 50I(c)(3) of the Internal Revenue Code and Regulations as such code and regulations now exist or as hereafter be amended, or by an organiz.ation, contributions to which are deductible under Section I 70( c) of the Internal Revenue Code and the Regulations as such code and regulations now exist or as 3 ---PAGE BREAK--- hereafter amended. ARTICLE VI- BOARD OF DIRECTORS The affairs of the Corporation shall be managed by a Board of Directors (the ''Directors"). The method of electing Directors shall be set forth in the bylaws of the Corporation. ARTICLE VIl .MEMBERsmP The Corporation shall be organized on a non-stock membership basis. The composition of the membership, their selection and their rights shall be set forth in the bylaws ofhe Corporation. ARTICLE VDI- REGISTERED OFHCER/AGENT The initial registered office of the Corporation shall be 78 Howard Avenue East, Suite 100, Dawsonville, Georgia 30534, and the initial registered agent at such address shall be Joey Homans, 78 Howard Avenue East, Suite 110, Dawsonville, Georgia 30534. ARTICLE IX - INCORPORATOR The name and address of the incorporator is: Jane Berg 78 Howard Avenue East Suite 100 Dawsonvill~Georgia30534 ARTICLE X .PRINCIPAL OFFICE The mailing address of the initial principal office of the corporation is: 78 Howard Avenue East Suite 100 Dawsonville, Georgia 30534 ARTICLE XI-AMENDMENTS These Articles of Incorporation may be amended as provided for in the bylaws of the Corporation. , ARTICLE XII .PERSONAL LIABILITY/INDEMNIFICATION 4 ---PAGE BREAK--- ) ) r A. Personal liability of all Directors and Members of the Corporation to the Corporation or its members for monetary damages for breach of duty of care or other duty as a director is hereby eliminated to the extent allowed by O.C.G.A.§14-3-202(b)(4) or any successor statute. B. The Corporation is empowered to indemnify its Officers, Directors, and employees in the manner now, or hereafter prescribed by law. • ARTICLE XIII .DISSOLUTION Upon the dissolution of the Corporation, the Board ofDirectors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, in the manner and as provided by the laws of the State of Georgia, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organi7,3tions organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 50l(c)(3) of the Internal Revenue Code or the corresponding provisions of any subsequent federal tax laws as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed by the Superior Court of Dawson County, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized arid operated exclusively for such purposes. IN WITNESS WHEREOF, the undersigned executes these Articles of Incorporation. This~ day o~b)t._ ~ , 2009. ze HcJ tJZ Nnr"6oqz 5 ---PAGE BREAK--- J BYLAWS OF KEEP DAWSON COUNTY BEAUTIFUL, INC. ARTICLE ONE INTRODUCTION Definition of Bylaws These Bylaws constitute the code of rules adopted by KEEP DAWSON COUNTY BEAUTIFUL, INC. Purposes and Powers This Corporation shall have the purposes or powers as stated in the Articles of Incorporation, and such powers as are now granted or hereafter by law. The purposes of this Corporation shall be those set forth in the Articles of Incorporation as amended from time to time. ARTICLE TWO OFFICES AND AGENCY Principal and Branch Offices The principal place of business of this Corporation shall be 78 Howard Avenue, Suite 100, Dawsonville, Georgia 30534 or at such other locations( s) as the Board of Directors may establish from time to time. Location of Registered Office The location of the initial registered office of this Corporation is 78 Howard Avenue East, Suite 100, Dawsonville, Georgia 30534, and its registered agent at such address is Joey Homans, 78 Howard Avenue East, Suite 110, Dawsonville, Georgia 30534. The Board of Directors may from time to time change its registered agent and/or address of its registered office by duly adopting a resolution and filing the appropriate statement with the Secretary of State. ARTICLE THREE MEMBERSHIP Definition of Membership The Members of this Corporation are those persons having membership rights in 1 ---PAGE BREAK--- accordance with the provisions of these Bylaws. Class(es) of Membership The Corporation shall have six membership classifications, which are as follows: Individual Membership, Family Membership, Student Membership, Business Membership, Lifetime Membership and Honorary Membership; Honorary Membership may be awarded to individuals or organizations who have made a significant contribution to the purpose of the Keep Dawson County Beautiful upon the unanimous vote of the Board of Directors at a regular meeting. Honorary Members shall not vote nor be required to pay dues. Honorary Membership is awarded for a period of one year. Acceptance An affirmative vote of a majority of the Board shall be required for the acceptance of member. Revocation Membership may be revoked upon majority vote of the Board of Directors for any reasonable grounds in its sole discretion including, but not limited to, the grounds of:(a) abusive, threatening, offensive or intimidating conduct or language toward the officers, staff or employees of Keep Dawson County Beautiful; or if the member's public reputation becomes impugned such that continued membership reflects negatively on the Keep Dawson County Beautiful. A member whose membership has been revoked shall have the annual dues prorated to the date of revocation, and the balance for the remainder of the year shall be refunded. Qualifications of Members Any person, association, partnership, corporation or sole proprietorship interested in the purpose of Keep Dawson County Beautiful, Inc. shall be eligible for membership, without regard to race, color, creed, disability, sex or national origin. The Board of Directors may admit to membership, from time to time, those persons meeting the foregoing membership criteria. The initial members of the Corporation shall be limited to, and consist of, the Board of Directors. The Board of Directors reserves the right to assess dues upon the membership. Place of Members' Meetings 2 ---PAGE BREAK--- Meetings of Members shall be held at the principal place of business of this Corporation or at any other place as designated by the Board of Directors. Annual Members' Meetings The annual meeting of the Members will be the last board meeting of the calendar year. Special Members' Meetings Special meetings of the Members may be called by the Board of Directors. Notice of Members' Meetings Written or printed notice shall be given to each member, stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called at least ten (10) calendar days before the meeting. Voting Rights of Members Each Member shall be entitled to one vote on any matter submitted to a vote of Members by the Board of Directors. ARTICLE FOUR DIRECTORS Definition of Board of Directors The Board of Directors is that group of persons vested with the management of the business and affairs of this Corporation subject to the law, the Articles of Incorporation and these bylaws. Structure of Board The Board of Directors shall consist of the persons elected to the Board. Election of Directors The members of the Board of Directors shall be elected by a majority of the members at the annual meeting. Nominations for election to the Board of Directors shall be made at the Annual Meeting and may be any member of Keep Dawson County Beautiful, Inc. The election of Directors shall be at the annual meeting. The Board may adopt proper 3 ---PAGE BREAK--- ) policies and procedures for conducting elections. Number of Directors The number of Directors of this Corporation shall not be less than seven or more than seventeen (17). Terms of Directors The Directors constituting the first Board of Directors as named in the organizational minutes will hold office until the first annual election of Directors. Thereafter, Directors shall be elected for a term or until such time as they choose to resign or for any reason described in Section 4.0 Each Director will hold office for the term for which elected and until a successor has been selected and qualified. A Director may be removed from office with a two-thirds (2/3) vote of the sitting Board of Directors when such action will serve the best interests of the Corporation. This includes but is not limited to the absence from more than three regular meetings in a calendar year. The term of the Chairman of the Board shall be one year and the Chairman may be re- elected on an annual basis. The terms of Directors shall be three years with the same re-election limitations as those of the Chairman. Vacancies on the Board Resignation of Directors shall become effective immediately or on the date specified therein, and vacancies shall be deemed to exist as of such effective date. Vacancies on the Board of Directors may be filled by appointment by a majority vote of the remaining Board of Directors. Place of Directors' Meetings Meetings of the Board of Directors, regular or special, will be held at the principal place of business of the Corporation or any place as the Board of Directors may designate by resolution duly adopted. Regular Directors' Meetings Regular meetings of Keep Dawson County Beautiful, Inc. will be held at least quarterly at a time and place designated by the Board of Directors. 4 ---PAGE BREAK--- ) Notice of Special Directors' Meetings Written printed or electronic notice stating the place, day, and hour of any special meeting of the Board of Directors will be delivered to each Director not less than two business days before the date of the meeting. Such notice need not state the business to be transacted at, nor the purpose of, such meeting. Call of Special Board Meetings A special meeting of the Board of Directors may be called by either the Chairman or a quorum of the Board of Directors; The Chairman The Executive Committee A quorum of the Board of Directors Waiver of Notice Attendance of a Director at any meeting of the Board of Directors shall constitute a waiver of notice of such meeting, except if such Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Quorum of Directors A majority of the whole Board of Directors will constitute a quorum. The act of a majority of the Directors present at a meeting at which a quorum is present will be the act of the Board of Directors, unless a greater number is required under a provision of the Articles of Incorporation, or any provision of these Bylaws. ARTICLE FIVE OFFICERS Roster of Officers The Officers of this Corporation will consist of the following personnel: Chairman Vice-Chairman Secretary Treasurer 5 ---PAGE BREAK--- Other officers that the Board of Directors deem necessary may be elected or appointed in a manner prescribed by the Board of Directors. Selection of Officers The officers shall be elected for one ( 1) year terms at the Annual meeting by the Board of Directors. Each Officer will remain in office until a successor to such office has been selected and qualified. All officers may be elected for a second one-year term and will assume responsibilities in January of the new calendar year. Any member of the Board of Directors may also serve as an officer. Multiple Officeholders In any election of Officers, the Board of Directors may elect and appoint a single person to any two or more offices simultaneously. In the discretion of the Board of Directors, Officers may serve ex officio as Directors of the Corporation. Chairman ) The Chairman shall serve as Chief Executive Officer and preside at all meetings of the Directors and Corporation. The Chairman shall perform all duties incidental to the office, and such other duties as may be provided in these Bylaws and take such action as necessary to further objectives of the Board of Directors. ) The Chairman may also appoint members of an Advisory Council. The Advisory Council shall advise and counsel the chairman and shall consist of no more than three members who may also be members of the Board of Directors. Vice Chairman In the absence of the Chairman, the Vice Chairman shall perform all duties arid possess all powers and responsibilities necessary to further objectives of the Corporation. The Vice Chairman will perform such duties as may be prescribed from time to time by the Chairman or the Board of Directors. Secretary The Secretary shall keep minutes of all meetings of the Board of Directors; be the custodian of the corporate records; give notices as are required by 6 ---PAGE BREAK--- ) these Bylaws; and, generally, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or that may be assigned from time to time by the Chairman or the Board of Directors. Treasurer The Treasurer shall ( 1) have charge and custody of all corporate funds; have the authority and responsibility for the safekeeping of the funds, property records, and securities of the Corporation: keep and maintain adequate and correct accounts of the Corporation's properties and business transactions; render a full written financial report and accountings to the Board of Directors at least once a year; and perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of incorporation, or by these Bylaws, or that may be assigned from time to time by the Chairman or the Board of Directors. Removal of Officers The persons authorized under these Bylaws to elect or appoint Officers may remove any Officer elected or appointed to office if in their judgment the best interests of the Corporation will there be served. The Board of Directors as soon as reasonably possible shall fill any vacancy in office during a term. ARTICLE SIX INFORMAL ACTION Action by Consent Any action required by law or under the Articles of Incorporation or these Bylaws, or any action that otherwise may be taken at a meeting of either the Members or Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all persons entitled to vote with respect to the subject matter of such consent, or all Directors in office, and filed with the Secretary; provided, however, that the procedure(s) specified under Georgia law for action by consent in lieu of a meeting shall be followed and are hereby incorporated into these Bylaws as if specifically set forth herein. ARTICLE SEVEN COMMITTEES 7 ---PAGE BREAK--- Definition of Directoral Committees This Board of Directors may appoint Committees, each of which shall consist of two or more Directors. Such Directoraf Committees shall have and exercise the authority as specified by the Board of Directors. However, no such Committee shall have the authority of the Board to affect any of the following; ( 1) Submission to Members of any action for which the approval of Members is required under Georgia law. Filling of vacancies in the Board. Adoption, amendment, or repeal of Bylaws. Adoption, amendment, or repeal of Bylaws. ( 4) Amendment or repeal of any resolution of the Board. Action on matters committed by Bylaws or resolution of the Board to another Committee of the Board. Appointment of Committees The Board of Directors, by resolution duly adopted by a majority of the Directors in office, may designate and appoint one or more Directoral Committees and delegate to such Committee specific and prescribed authority of the Board of Directors to exercise in the management of this Corporation. The creation of such Directoral Committee, however, shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on such personnel otherwise by law. Parliamentary Authority Robert's Rules of Order shall govern any rules of parliamentary procedure not covered by these by-laws. ARTICLE EIGHT AMENDMENTS Amendment of Articles of Incorporation The power to alter, amend, or repeal the Articles of Incorporation of this Corporation is vested in the Board of Directors. Such action must be taken as specified in the Articles of Incorporation or pursuant to a resolution approved by the Board of Directors. These by-laws may be amended by a two-thirds vote of the Board of Directors present at any meeting provided a quorum is present and provided the proposed changes have 8 ---PAGE BREAK--- ) been mailed to all Board members at least one week before to the meeting date. Modification of Bylaws The power to alter, amend, or repeal these Bylaws, or to adopt new Bylaws, insofar as is allowed by law, is vested in the Board of Directors. 9 ---PAGE BREAK--- ) RESOLUTION OF KEEP DAWSON COUNTY BEAUTIFUL, INC. RESOLVED by the Board of Directors of Keep Dawson County Beautiful, Inc. (the "Corporation") that the Bylaws to which this Resolution is attached are hereby adopted as the Bylaws of the Corporation, to be effective as of the date of incorporation of the Corporation SO RESOLVED this _day of .2009. Director Cfk a,PL_/ Direct~~~ Director -(ls (rf) Director ~ Director ~ {26~ Directo~'if ~ Directo& (CERTIFICATION APPEARS ON NEXT ATTACHED PAGE) CERTIFICATE I HEREBY CERTIFY THAT I AM THE Secretary of Keep Dawson County Beautiful, Inc. (the "Corporation"); and that the foregoing Resolution was duly adopted by the Board of Directors of the Corporation in full compliance with the laws of Georgia; and that the Resolution is still of full force and effect as of the date of this Certificate. a~ sw1¥'to";~ m presence, this 10