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HomeMy WebLinkAboutNCS000482_RSPC_NCFileStamped_ArticlesofIncorporation_Final_20220422SOSID: 1755767 Date Filed: 9/28/2018 3:19:00 PM Elaine F. Marshall North Carolina Secretary of State ARTICLES OF INCORPO C2018 269 01238 OF REGIONAL STORMWATER PARTNERSHIP OF THE CAROLINAS Pursuant to Section 55A-2-02 of the General Statutes of North Carolina, the undersigned hereby submits these Articles of Incorporation for the purpose of forming a nonprofit corporation under the laws of the State of North Carolina. 1. The name of the corporation is Regional Stormwater Partnership of the Carolinas. 2. The corporation shall be a charitable corporation within the meaning of Section 55A-1-40(4) of the General Statutes of North Carolina. The corporation was incorporated after the effective date of Chapter 55A of the North Carolina General Statutes. 3. The corporation is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any corresponding United States Internal Revenue Law (the "Code including, without limitation, educating the public, business community, and educational institutions about the impact of stormwater on water quality and our environment, and facilitating collaboration on issues related to the same. (a) Notwithstanding any other provision of these Articles of Incorporation, the corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code or (ii) by a corporation to which contributions are deductible under Section 170(c)(2) of the Code. (b) No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its directors, officers, members, 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 its tax-exempt purposes. (c) No substantial part of the activities of this corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office. 4. The corporation shall have members. The initial members are set forth below: City of Belmont, North Carolina Bessemer City, North Carolina City of Charlotte, North Carolina Town of China Grove, North Carolina Town of Cramerton, North Carolina City of Gastonia, North Carolina Town of Harrisburg, North Carolina Village of Lake Park, North Carolina City of Lowell, North Carolina Mecklenburg County, North Carolina City of Monroe, North Carolina Town of Mooresville, North Carolina City of Mount Holly, North Carolina Town of Stallings, North Carolina City of Statesville, North Carolina City of Shelby, North Carolina The members of the corporation shall meet as set forth in the bylaws of the corporation. 5. The method of election of the directors is set forth in the bylaws of the corporation. 6. The period of existence of the corporation is unlimited. 7. The address of the initial registered office of the corporation in the State of North Carolina is 6012 Bayfield Parkway, Suite 220, Concord, North Carolina 28027-7597, which initial registered office is located in Cabarrus County; and the name of its initial registered agent at such address is Rising Solutions, PLLC with Regina Guyer, President, as contact. 8. The street address and mailing address of the principal office of the corporation are 6012 Bayfield Parkway, Suite 220, Concord, North Carolina 28027-7597, which principal office is located in Cabarrus County. 9. To the fullest extent permitted by the North Carolina Nonprofit Corporation Act as it exists or may hereafter be amended, no person who is serving or who has served as a director of the corporation shall be personally liable for monetary damages for breach of any duty as a director. No amendment or repeal of this article, nor the adoption of any other amendment to these Articles of Incorporation inconsistent with this article, shall eliminate or reduce the protection granted herein with respect to any matter that occurred prior to such amendment, repeal or adoption. 10. In the event of the termination, dissolution or winding up of the affairs of the corporation in any manner or for any reason whatsoever, the members shall, after paying or making provision for payment of all liabilities of the corporation, distribute all of the remaining assets and property of the corporation to one or more organizations exempt under Section 501(c)(3) of the Code, or to a governmental body or bodies to be used exclusively for public purposes, as designated by the members. 11. Except as otherwise provided herein, these Articles of Incorporation may be amended or repealed and new or amended Articles of Incorporation may be adopted by the affirmative vote of two-thirds of the members at any regular or special meeting of the members at which a quorum is present, provided that at least five days' written notice is given of the intention to alter, amend, repeal or adopt new Articles of Incorporation at such meeting. 12. The name and address of the incorporator are Ty Shaffer, Robinson Bradshaw & Hinson, P.A., 101 North Tryon Street, Suite 1900, Charlotte, North Carolina 28246. 13. These Articles of Incorporation shall be effective as of filing. This the 2� day of �uS�^ , 2018. Ty Shaffer Incorporator