Nonprofit Formation Articles of Incorporation

Minutes of the Organizational Meeting of the Incorporators and Directors of a Non-Profit Corporation

The organizational meeting of the Incorporators and Directors of , an Alabama non-profit corporation, was held at the office of , , , Alabama, on the th of , at a.m./p.m. pursuant to waiver of notice signed by all of the Incorporators and Directors.

The following Incorporators and Directors were present at the meeting or available by telephone:

: Incorporator and Director

: Director

: Director

Constituting all of the Incorporators and members of the Board of Directors.

Upon motion duly made, seconded and unanimously carried, was chosen Chairman of the meeting, and () was chosen as Secretary of the meeting.

The Secretary presented to the meeting a waiver of notice thereof signed by all the Incorporators and Directors. The Chairman directed that the said waiver of notice be attached to the minutes of this meeting and placed in the minute book of the Corporation.

The Chairman submitted to the meeting the proposed Articles of Incorporation which was examined and approved by the Incorporators and Directors.

The Chairman explained that the original of this document must be filed in the Office of the Probate Judge of County, Alabama and after having been recorded would be returned to the Corporation to be placed in the minute book.

Thereupon, on motion duly made, seconded and unanimously carried, it was:

RESOLVED, that the Articles of Incorporation presented to this meeting are hereby adopted as the Articles of Incorporation of this Corporation and that the Chairman is directed to cause the Articles of Incorporation of this Corporation to be recorded in the Office of the Judge of Probate of County, Alabama, and after having been recorded would be returned to the Corporation to be place in minute book.

The Chairman then presented to the meeting a form of proposed Bylaws for the regulation of the affairs of the Corporation. Said form of Bylaws was read and a full and complete discussion was had concerning the same. Thereupon, on motion duly made, seconded and unanimously passed, it was:

RESOLVED, that the Bylaws presented to this meeting be and they are hereby adopted as the Bylaws of this Corporation, and that the Secretary is instructed to cause a copy of said Bylaws certified by all directors and Incorporators to be placed in the minute book of this Corporation immediately following the Corporation's Certificate of Incorporation.

The Secretary submitted to the meeting a seal proposed for the use of the Corporation. Thereupon, on motion duly made, seconded and unanimously carried it was:

RESOLVED, that the form of the seal submitted to this meeting bearing the word and figures:

CORPORATE SEAL
ALABAMA

be and hereby is approved and adopted as and for the corporate seal of this Corporation.

The Chairman then suggested that the Secretary of the Corporation should be authorized to procure the necessary books and records under the new corporate name, that the President of the Corporation should be authorized to pay all expenditures and to reimburse all persons for all expenses made in connection with the change of name and corporate purpose, and that the corporate attorney be authorized to obtain a ruling or determination letter from the Internal Revenue Service as to the tax exempt status of the corporation. Furthermore, that the should be given a housing allowance with the most favorable tax treatment available to as such and that said amount should be dollars per month ($ per month) and/or ($ annually)

On motion duly made, seconded and unanimously carried, it was:

RESOLVED, that the Secretary of this Corporation be and hereby authorized and directed to procure all corporate books of account required by the statutes of the State of Alabama or as are necessary and appropriate in connection with the business of this corporation; that the President of this corporation be and is hereby authorized and directed to pay all fees and expenses incident to this incorporation, and to reimburse any person who had made any disbursements for and on behalf of the corporation; and that the corporate attorney is authorized to obtain a ruling or determination letter from the Internal Revenue Service as to the tax exempt status of the corporation. And that the be given a housing allowance with the most favorable tax treatment available to as such and that said amount should be per month ($ per month) and/or Dollars Per Year ($ annually)

The Chairman then stated that the next business before the meeting was the election of the Board of Directors to hold office until the first annual meeting of the Directors.

Upon motion duly made, seconded and unanimously carried, it was:

RESOLVED, that the number of Directors be fixed at no less than three (3) and no more than seven (7) and that the following persons are elected as Directors of this Corporation to hold office until the first annual meeting of Directors:

Names of the directors are:

The next order of business was the election of officers of the Board of Directors.

Thereupon, the following persons were duly nominated to the following offices:

President/Executive Director

Vice President

Secretary

There being no other nominations, and on motion duly made, seconded and unanimously carried, such nominees were duly elected to the offices stated beside their respective names to the Board of Directors and at the Board's pleasure.

The next order of business was the election of officers of the corporation.

Thereupon, the following persons were duly nominated to the following offices:

President

Vice-President

Secretary/Treasurer

There being no other nominations, and on motion duly made, seconded and unanimously carried, such nominees were duly elected to the offices stated beside their respective names to serve at the pleasure of the Board of Directors.

The Chairman then stated that the corporation should open a bank account under the corporate name and choose a bank to be its depository, and suggested that it would be appropriate for the bank account to be opened at , , Alabama.

On motion, seconded and unanimously carried, the following resolution was adopted:

RESOLVED, that , , Alabama be named as a depository of this corporation, and that funds so deposited may be withdrawn on a check, draft, note or order of the corporation, when signed by at least one of the following officers of the corporation:

NAME      OFFICE

   President

   Secretary/Treasurer

Said signatures shall be duly certified to such bank, and such bank is hereby authorized to pay such checks, drafts, notes or orders or to receive the same for credit of, or in payments from the payee, or other legal holder when so signed by at least one of the officers listed above, without inquiry as to the circumstances or disposition of their proceeds; whether drawn to the individual order or tendered in payment of the individual obligations of the officer above named, or other officers of this corporation, or otherwise. This resolution shall continue in force until notice to the contrary is given in writing.

RESOLVED FURTHER, that the foregoing resolution shall remain in full force and effect until expressly revoked by action of the Board of Directors of this Corporation.

The Chairman state that the next order of business was to authorize the officers of the corporation to act for and behalf of the corporation in borrowing money and in executing the instruments necessary thereto. A discussion ensued. After discussion, upon motion duly made, seconded and unanimously carried, the following resolution was adopted:

RESOLVED, that , President of this Corporation; , Secretary Treasurer of this Corporation, be and they are hereby authorized to borrow money, issue bonds, discount bills, receivable or negotiable paper, and to obtain credit for the corporation from any source under such terms as they or any two of them in their discretion may deem advisable, and in connection therewith to make, execute, endorse and deliver any notes, drafts, acceptances, bonds, agreements or any other obligations of the corporation, and as security therefor, to pledge or hypothecate any stocks, bonds, bills receivable, bills of lading, warehouse receipts or other instruments or property of the corporation, and to execute and deliver any and all endorsements, instruments of assignment, or powers of attorney, as may be necessary or required in connection therewith;

RESOLVED FURTHER, that the foregoing resolution shall remain in full force and effect until expressly revoked by action of the Board of Directors of this Corporation.

There was no further business presented, and on motion duly made, seconded and unanimously carried, the meeting was adjourned.