SOLDIER’S BEST FRIEND
Articles of lncorporation Of Soldier’s Best Friend (an Arizona Non-Profit Corporation)
Article I. Name: The Name of the Corporation is: The name of the corporation is Soldier’s Best Friend (hereinafter referred to as the “Corporation”) and its duration shall be perpetual.
Article II. Purpose: The Corporation is organized for the transaction of any and all business for which non-profit corporations may be incorporated under the laws of the State or Arizona, as may be amended from time-to-time, except that said corporation is organized exclusively for charitable and educational purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code.
Article Ill. Character of affairs: The character of affairs of the Corporation will be to serve as a charitable and educational organization to provide the following services: (i) To place and train service dogs with United States military veterans suffering from Post Traumatic Stress Syndrome (PTSD) and or suffering from complications of Traumatic Brain Injury (TBI). The service dogs will aid the veteran in dealing with their symptoms of PTSD or TBI.
Article IV. Tax Exemptions: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, directors, 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 in Article II. No substantial part of the activities of the corporation shall be the carrying an the propaganda, or otherwise attempting to influence the legislation and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements,) any political campaign on behalf of 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) of the United States Internal Revenue Code (or corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the United States Internal Revenue Code (or corresponding provisions of any future United States Internal Revenue Laws).
Article V. Dissolution: Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all its assets exclusively for the purposes of the corporation in such a manner, or to such organizations organized and operated exclusively for charitable, educational, religious or scientific purpose as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the United States Internal Revenue Code (or corresponding provision of any future United States Internal Revenue Laws) as the Board of Directors shall determine. Any such assets not disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation is then located, exclusively for such purpose or to such organizations or organizations as said Court shall determine, which are organized and operated exclusively for such purpose.
Article VI. Indemnification: The power of indemnification under the Arizona Revised Statutes shall not be denied or limited by the bylaws. The Corporation shall indemnify any past or present director, officer, committee member, employee or agent against expenses, including without limitation, attorney’s fees, judgments, fines, and amounts incurred while acting within the scope of his or her authority as a director, officer, committee member, employee or agent of the Corporation; provided that the board of directors shall determine in good faith that such did not act, fail to act, or refuse to act, willfully or with gross negligence or with fraudulent or criminal intent with regard to the matters involved in this action.
Article VII. Additional provisions: The directors and officers shall not be individually liable for the Corporation’s debts or other liabilities. The private property of such individuals shall be exempt from any corporate debts or liabilities. A director of the Corporation shall not be personally liable to the Corporation or its members, if any, for monetary damages for breach of fiduciary duty as director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its members, if any, (ii) for the acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under the Arizona Nonprofit Corporation Act as it may be amended from time to time, or (iv) for any transaction from which the director derived any improper personal benefit. If the Arizona Revised Statutes are hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of the director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Arizona Revised Statutes, as so amended. Any repeal or modification to this Article shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.
Article VIII. Board of Directors: The initial board of directors shall consist of three (3) directors. The names and addresses of the persons who are to serve as the directors until the first annual meeting of the members, if a member corporation, or Board of Directors, if the corporation has no members, or until his/their successor are elected and qualifies are: John G. Burnham D.V.M., 7020 W. Evans Dr., Peoria, AZ 85381; Col. Martin Park, 8022 W. Rue de Lamour, Peoria, AZ 85381; Jim McDonald D.V.M., 416 E. Quarterhorse Lane, Camp Verde, AZ 86322.
Article IX. Known place of business: The street address of the known place of business of the corporation is: 7020 W. Evans Dr., Peoria, AZ 85381.
Article X. Statutory Agent: (In Arizona) The name and address of the statutory agent of the corporation are: John G. Burnham, 7020 W. Evans Dr., Peoria, AZ 85381.
Article XI. Incorporators: The name and address of the Corporation’s incorporator are: John G. Burnham, 7020 W. Evans Dr., Peoria, AZ 85381. All powers, duties and responsibilities of the incorporators shall cease at the time of delivery of these Articles of Incorporation to the Arizona Corporation Commission.
Article XII. Members: The Corporation will not have any members.
Dated this 24th day of January, 2011. Signed: /s/ John G. Burnham, Incorporator. Acceptance of Appointment by Statutory Agent. The undersigned having been duly designated to act as statutory agent of Soldier’s Best Friend, hereby consents to act in that capacity until removed or resignation is submitted in accordance with the Arizona Revised Statutes. Dated the 24th day of January, 2011. Signed /s/ John G. Burnham, Statutory Agent.
2/4, 2/11, 2/18, 2011 editions Arizona Capitol Times