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HomeMy WebLinkAboutR02-173 Golden Eagle Elderly Housing Corporation Amended and Restated Articles of Incorporation • . Commissioner (S)l v ' u) moved adoption of the following Resolution: BOARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE, STATE OF COLORADO Resolution No. 2002- /73 APPROVING THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF GOLDEN EAGLE ELDERLY HOUSING CORPORATION WHEREAS, the Board of Directors of the Golden Eagle Elderly Housing Corporation met on October 22, 2002, and approved Amendments to the Articles of Incorporation, incorporated herein as Exhibit A; and WHEREAS, pursuant to the Golden Eagle Elderly Housing Corporation Articles of Incorporation, any amendments to said Articles are to be adopted with subsequent approval of the Board of County Commissioners of Eagle County, Colorado; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF EAGLE, STATE OF COLORADO: THAT, the Board of County Commissioners, County of Eagle, State of Colorado, approves the Amended and Restated Articles of Incorporation for the Golden Eagle Elderly Housing Corporation. THAT, this Resolution is necessary for the public health, safety and welfare of the citizens of Eagle County, Colorado. • AMENDED and RESTATED ARTICLES OF INCORPORATION OF GOLDEN EAGLE ELDERLY HOUSING CORPORATION Pursuant to the laws of the State of Colorado, the undersigned nonprofit corporation, Golden Eagle Elderly Housing Corporation, incorporated May 3, 2002, under the laws of the State of Colorado, hereby adopts the following Amended and Restated Articles of Incorporation, and certifies (1) that the Articles of Incorporation as amended and restated herein correctly set forth the provisions of the Articles of Incorporation as amended and restated and supersede the original Articles of Incorporation of the corporation, filed May 3, 2002, and (2) the Articles of Incorporation as amended and restated herein were adopted by a vote of the board of directors of the corporation on October 22, 2002 as permitted by law: FIRST: Name. The name of the corporation is Golden Eagle Elderly Housing Corporation. SECOND: Principal Office. The address of the principal office of the corporation shall be 500 Broadway, Eagle, Colorado 81631 -0850, and may be changed as deemed appropriate by the Board of Directors of the corporation. THIRD: Duration. The corporation shall have perpetual existence. FOURTH: (a) Purposes. The corporation is organized and shall be operated exclusively on the behalf and for the benefit and in furtherance of the purposes of Eagle County, Colorado, and the inhabitants thereof. All monies realized by the corporation shall be used exclusively for the acquisition, construction, operation, maintenance and development of property used to provide decent, safe and sanitary housing for the handicapped and aged and individuals who meet the living requirements as determined by FmHA regulations, without regard to race, color, religion, sex, age, handicap, marital or familial status or origin, including payment of obligations of the corporation in connection therewith, all as determined by the board of directors of the corporation from time to time. Any such property shall be located within Eagle County, Colorado, or shall have a substantial connection therewith. Page 1 • • The organization is organized exclusively for charitable, religious, educational, and/or scientific purposes under Section 501(c)(3) of the Internal Revenue Code. (b) Powers. In furtherance of the foregoing purposes and objectives and subject to the restrictions set forth in section (c) of this article, the corporation shall have and may exercise all of the powers now or hereafter conferred upon nonprofit corporations organized under the laws of Colorado and may do everything necessary or convenient for the accomplishment of any of the corporate purposes, either alone or in connection with other organizations, entities or individuals, and either as principal or agent, including but not limited to exercising the power and authority to issue its own bonds or other obligations and to secure the same by a pledge of any property of the corporation, subject to such limitations as are or may be prescribed by law. If the corporation shall exercise its authority to obtain loans or other financing or obligations, said obligations shall not constitute a direct or indirect debt or financial obligation whatsoever of Eagle County, Colorado or the State of Colorado. (c) Restrictions on Powers. At all times, notwithstanding any merger, consolidation, reorganization, termination, dissolution, or winding up of the corporation, voluntary or involuntary, by operation of law, or any other provisions hereof: 1. The corporation at all times shall be one not organized for profit. 2. 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 purposes set forth above. No substantial 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. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) or the Internal Revenue Code, or the corresponding section of any future federal 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 section of any future federal tax code. 3. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation. 4. Upon dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to Eagle County, Colorado, for a public purpose. Page 2 • • • FIFTH: Registered Office and Agent. The address of the initial registered office of the corporation is 500 Broadway, Eagle, Colorado 81631 -0850. The name of its registered agent at such office is Diane H. Mauriello. The consent of the registered agent to such appointment was filed with the Secretary of State in connection with these articles of incorporation. SIXTH: Members. The corporation shall have no members voting or nonvoting. SEVENTH: (a) Board of Directors. The management of the affairs of the corporation shall be vested in a Board of Directors, except as otherwise provided in the laws of the State of Colorado governing nonprofit corporations, these articles of incorporation or the bylaws of the corporation. The number of directors, their classifications, if any, their terms of office and the manner of their election or appointment shall be determined according to the bylaws of the corporation from time to time in force. (b) Liability of Directors. The personal liability of a director to the corporation for monetary damages for any breach of fiduciary duty as a director is limited to the fullest extent permitted by the laws of the State of Colorado, as the same exist or may hereafter be amended, and as further provided in the bylaws of the corporation. Any repeal or modification of this Article SEVENTH (b) shall be prospective only and shall not adversely affect any right or protection of a director of the corporation under this Article SEVENTH (b), as in effect immediately prior to such repeal or modification, with respect to any liability that would have accrued, but for this Article SEVENTH (b), prior to such repeal or modification. (C) Initial Board. Five directors shall constitute the initial Board of Directors. Their names and addresses are as follows: Name Address Michael Gallagher 500 Broadway, Eagle CO 81631 P.O. Box 850, Eagle, CO 81631 Tom C. Stone 500 Broadway, Eagle CO 81631 P.O. Box 850, Eagle, CO 81631 Arn M. Menconi 500 Broadway, Eagle CO 81631 P.O. Box 850, Eagle, CO 81631 Kathleen Forinash 500 Broadway, Eagle, CO 81631 P.O. Box 850, Eagle, CO 81631 Page 3 / + s • Mary Kathleen Harper 500 Broadway, Eagle, CO 81631 P.O. Box 850, Eagle, CO 81631 EIGHTH: Bylaws. The initial bylaws of the corporation shall be as adopted by the Board of Directors. The Board of Directors shall have power to alter, amend or repeal the bylaws from time to time in force and adopt new bylaws. The bylaws of the corporation may contain any provisions for the regulation of management of the affairs of the corporation that are not inconsistent with the law or these articles of incorporation, as these articles may from time to time be amended. However, no bylaws at any time in effect, and no amendment to these articles, shall have the effect of giving any director or officer of the corporation any proprietary interest in the corporation's property or assets, whether during the term of the corporation's existence or as an incident to its dissolution. NINTH: Amendment. Any provision of these articles of incorporation and the bylaws of the corporation may be altered, amended, repealed or adopted only by resolution duly adopted by a majority of the board of directors, with the approval of the Board of County Commissioners of Eagle County, Colorado. TENTH: Incorporator. The original incorporator, R. Thomas Moorhead, certified the original Articles of Incorporation, May 1, 2002. le Gol.i a i Elderly Housing Corporation Dated: October 22, 2002 �� ` r Arn M. Menconi, President oz: / ��- Kathleen Fkorin4h, Secretary Page 4 1 • CONSENT OF REGISTERED AGENT The undersigned hereby consents to her appointment as registered agent for Golden Eagle Elderly Housing Corporation. Dated: I ?i [ Z- I Gl1,( , Q,(Mn• etG) Diane H. Ma riel lo, Registered Agent ACKNOWLEDGMENT STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) Acknowledged before me this/ '7 day o Ct. 9..0-02 by Diane H. Mauriello, as registered agent. Witness my hand and official seal. / My commission expires / / Zi--) C (,,, C. (SEAL) Notary Public G: \dhm \Golden Eagle\articles of incorp amnd restated.wpd Page 5