HomeMy WebLinkAboutSW3240102_Signing Official Title & Position Information_20240201 SOSID: 0083370
N(Ar Date Filed: 2/11/2020 9:14:00 AM
Elaine F.Marshall
Lanes Creek Volunteer Fire Departm North Carolina Secretary of State
C2020 017 01545
7608 Landsford Rd, Monroe, NC 2 iiz
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Phone: (704) 764-3900 / www.lanescreekfire.com
ARTICLES OF RESTATEMENT FOR NON-PROFIT CORPORATION
OF
LANES CREEK VOLUNTEER FIRE DEPARTMENT, INC.
Pursuant to N.C. Gen. Stat. 55A-10-06,the Board of Directors of Lanes Creek Volunteer
Fire Department,Inc. restates its Articles of Incorporation.
1.The flame of this corporation is Lanes Creek Volunteer Fire Department,Inc.
2. Attached hereto as Exhibit A is the text of the amended and restated articles of
incorporation.
3.These Restated Articles of Incorporation contain an amendment requiring member
approval,and member approval was obtained as required by Chapter 55A of the North
Carolina General Statutes. The Board of Directors of Lanes Creek Volunteer Fire Department,
Inc. also adopted the restated articles of incorporation by majority vote of the Directors in office.
4. The amended and restated articles of incorporation do not contain an amendment to
the articles of incorporation requiring approval by a person whose approval is required pursuant
to G. S. 55A-10-30.
IN WITNESS WHEREOF, the CORPORATION has caused its AMENDED AND
RESTATED ARTICLES OF INCORPORATION to be signed in its name and on its behalf by the
undersigned signatories,this the? day of 1,,+ 12019.
AjtejbOlov R0444 OfX
rank Z. an Robert Sweatt
Chairperson of the Board of Directors Fire Chief of the Department
John f - Se r ary of the Board of Directors
Page 1 of 6
Lanes Creek Volunteer Fire Department, Inc.
`� 7608 Landsford Rd, Monroe, NC 28112
Phone: (704) 764-3900 / www.lanescreekfire.com
EXHIBIT A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF .
LANES CREEK VOLUNTEER FIRE DEPARTMENT, INC.
The original Certificate of Incorporation of this fire department was filed with the
Secretary of the State of North Carolina on December 27,1966.Throughout the years,the fire
department has filed one Article of Amendment with the Secretary of State of North Carolina on
July 18,2008.The Amended and Restated Articles of Incorporation as set forth herein amend,
integrate,and restate the provisions previously filed with the Secretary of the State of North
Carolina.
Article I—NAME
The name of this corporation is Lanes Creek Volunteer Fire Department,Inc.
Article II —EXISTENCE
The period of duration of this corporation is perpetual.
Article III—NON-PROFIT,CHARITABLE CORPORATION
The Lanes Creek Volunteer Fire Department,Inc.is organized,and shall exist as a non-
profit charitable corporation.
Article IV—MEMBERSHIP
The corporation shall have members. Qualifications for membership shall be provided in
the Bylaws of the corporation. A meeting of the Members shall be held once a year at a time and
place designated by the Board of Directors for the transaction of such business as may properly
come before the Members.
Page 2 of 6
•
Lanes Creek Volunteer Fire Department, Inc.
7608 Landsford Rd, Monroe, NC 28112
_
Phone: (704) 764-3900 / www.lanescreekfire.com
Article V—DISTRIBUTIONS UPON DISSOLUTION
Upon the dissolution arid winding up of the affairs of the corporation,after all liabilities
and obligations of the corporation have been paid,satisfied and discharged, the remaining assets .
of the corporation, if any, 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 the federal government, or to a state or local
government,for a public purpose. Any such assets not so disposed of shall be disposed of by the
Superior Court of Union County, North Carolina, exclusively for such purposes or to such
organization or organizations, as said Court shall determine,which are organized and operated
exclusively for such purposes.
ARTICLE VI--REGISTERED OFFICE,PRINCIPAL OFFICE AND REGISTERED AGENT
A. The street address and county of the registered office and principal office of the
corporation is:
Lanes Creek Volunteer Fire Department
7608 Landsford Rd
Monroe,NC 28112 (Union County, NC)
B. The mailing address of the registered office and principal office is:
Lanes Creek Volunteer Fire Department
7608 Landsford Rd
Monroe, NC 28112 (Union County, NC) •
C. The name of the registered agent is:Robert Sweatt
ARTICLE VII--PURPOSE
Lanes Creek Volunteer Fire Department, Inc. is organized for all lawful purposes for
which a non-profit corporation may be organized under the laws of the State of North Carolina,
at the time of incorporation and as may be subsequently amended, including but not limited to
the following purposes:
A. To perform charitable, religious, educational, and scientific purposes, including
making of distributions to organizations that qualify as exempt organizations
Page 3 of 6
4! Lanes Creek Volunteer Fire Department, Inc.
C �
`�DEPt 7608 Landsford Rd, Monroe, NC 28112
Phone: (704) 764-3900 / www.lanescreekfire.com
under section 501 (c) (3) of the Internal Revenue Code, or the corresponding
sections of any future federal tax code.
B. To provide fire suppression, rescue, and emergency services and to acquire and
own fire, rescue, medical and other emergency services apparatus for use in the
protection of persons and property from injury, loss, damage, destruction by fire
and other emergencies, and to undertake any lawful activity in furtherance of
these general purposes.
C. To own and acquire land and to construct and erect buildings for corporate
purposes, for use as housing for firefighters and rescue or medical personnel, for
the housing of fire, rescue, medical and other emergency apparatus and for the
providing of a place of meeting for the firefighters, community activities,
members and directors of the corporation.
D. To own and acquire land and all types of training equipment for the training of
firefighters and rescue or medical personnel of the corporation;to sponsor or hold
firefighting and emergency services schools; to provide emergency services
authorized by the authority having jurisdiction over such emergency services.
E. To perform all acts which may be deemed necessary or expedient for the proper
and successful prosecution of the objects and purposes for which the corporation
is created;provided,however, that no such power shall be exercised in a manner
which is inconsistent with Chapter 55A of the North Carolina General Statutes
or Section 501 of the Internal Revenue Code and its regulations as they now exist
or as they may hereafter be amended.
F. To perform any activity or task incidental or related to the activities of a Fire
Department, including the purchase, ownership and disposition of equipment
and land; providing mutual aid to other fire departments, assisting in auxiliary
activities and groups; community support and outreach; enhancing community
welfare and safety; and the borrowing and loaning of money in furtherance of
these purposes.
Page 4 of 6
r
4!,' Lanes Creek Volunteer Fire Department, Inc.
7608 Landsford Rd, Monroe, NC 28112
x gQ CF; •. ,
Phone: (704) 764-3900 / www.lanescreekfire.com
Article VIII - POWERS
The corporation shall have all the powers conferred upon corporations by N.C.G.S. 55A-
3-02, and such amendments thereto as may be enacted by law, all of which general powers are
by reference made a part hereof as through fully herein written.
Article IX—PROHIBITED ACTIVITIES
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 VII thereof; except as provided, no part of the net earnings of the corporation
shall benefit a director, or be distributable to the corporation's directors, trustees, officers, or
other private persons, No substantial part of the activities of the corporation shall be the
carrying on the 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 any candidate for public office.
Notwithstanding any other provision of these articles, the corporation shall not carry on any
other activities not permitted or be carried on (a)by a corporation exempt from Federal income
tax under section 501 (c)(3) or the Internal Revenue code of 1986 (or the corresponding
provisions 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 Internal Revenue Code of
1986 (or the corresponding provisions of any future United States Internal Revenue Law).
Article X—GOVERNANCE AND BOARD OF DIRECTORS
A Board of Directors shall regulate the business and conduct of the corporation.
Directors are authorized to reimburse themselves amounts for reasonable expenses incurred.
The number of directors of the corporation may be fixed by the Bylaws of the corporation.
Directors of the corporation shall be elected or appointed in the manner and for the
terms provided in the Bylaws of the corporation as such shall from time to time be amended.
The Board of Directors shall have the authority by a majority vote to make, change, alter,
and rescind the bylaws of the corporation.
Article XI—NON-STOCK CORPORATION
The corporation shall not have nor issue any capital stock.
Page 5 of 6
rt
Lanes Creek Volunteer Fire Department, Inc.
7608 Landsford Rd, Monroe, NC 28112
Phone: (704) 764-3900 / www.lanescreekfire.com
Article XII -LIMITATION OF LIABILITY OF MEMBERS
No member of this corporation shall be held liable or responsible for contracts, debts,
obligations or defaults of the corporation
Article XIII -LIMITATION OF LIABILITY OF DIRECTORS
To the fullest extent permitted by applicable law, no member of the Board of Directors
shall have any personal liability for monetary damages arising out of any action,whether by or in
the right of the corporation,or otherwise,for the breach of any duty as a member of the Board of
Directors,except: (a)for liability for acts or omissions that the member of the Board of Directors
at the time of the breach knew or believed were clearly in conflict with the best interests of the
corporation, or (b) for liability under sections 55A-8-32 or 55A-8-33 of the North Carolina
Nonprofit Corporation Act, or (c) for any transaction from which the member of the Board of
Director derived an improper personal financial benefit.
Article XIV-EFFECTIVE DATE
The provisions set forth in these Restated Articles of Incorporation shall be effective
immediately upon their adoption and shall supersede and nullify all previous constitutional
enactments and provisions not mentioned herein.
•
SIGNATURES
THIS IS TO CERTIFY that the above RESTATED AND AMENDED ARTICLES OF
INCORPORATION of the Lanes Creek Volunteer Fire Department, Inc. were duly adopted by
the Board of Directors at a meeting held on the 1591 day in the month of
NUY � , 20 l 9 after being presented to and approved by the Corporate
Membership on the . 541 day of /va, 0, ,2019.
4)
rank Z" rman Robert Sweatt
Chairperson of the Board of Directors Fire Chief of the Department
J ✓ frie• Secretary of the Board of Directors
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