<

The Church

Full Moons Work Weekends Year & a Day Class Workshop App

Camping: Map and info Natural Laws

Directions

Organization Articles Bylaws Financials Property Tax Case STC Decision Sales Tax Exp Ordination Curriculum

Bookstore

Links Region Map

Contact OA

Current moon phase Wednesday, 20-Aug-2008 03:39:03 CDT

Articles of Incorporation

Article I: Name

1. The name of the corporation is Ozark Avalon.

Article II: Corporation

1. The corporation is a public benefit corporation.

Article III: Duration

1. The period of duration of the corporation is perpetual.

Article IV: Registered Agent and Office

1. The name and street address of the corporation's Registered Agent and Registered Office in Missouri is Robert Thomas Dixon III, 26199 Cumberland Church Road, Boonville, MO 65233.

Article V: Incorporaters

1. The name(s) and address(es) of each incorporater are:

1. Robert Thomas Dixon III, 26199 Cumberland Church Road, Boonville MO 65233

Article VI: Members

1. The corporation shall have no members.

Article VII: Dissolution

1. Upon dissolution, the corporation shall distribute its assets according to sections 355.661 through 355.746, RSMO 1986, as amended, (or the corresponding provision of any future state corporation law applicable to the corporation.)

Article VIII: Purpose

1. The corporation is organized exclusively for religious, educational, and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (as amended) to be a church offering worship services and religious education classes, and to do any and all things which may be necessary or proper in connection with these purposes. In furtherance of its permitted purposes, the Corporation may exercise any, all, and every power that a corporation organized under the General Not-For-Profit Corporation Law of Missouri may exercise.

Article IX: Effective Date

1. The effective date of this document is the date it is filed with the Secretary of State of Missouri.

Article X: Board of Directors

1. The affairs of the corporation shall be managed by its Board of Directors. The initial Board of Directors shall be three (3) in number, their names and addresses being as follows:

1. Tom Dixon, 26199 Cumberland Church Road, Boonville, MO 65233
2. Rose Wise, 801 Alton, Apt B, Columbia, MO 65201
3. Barbara Carter, 9 South Greenwood, Columbia, MO 65203

2. The number of successor Directors and the terms of successor Directors may be adjusted from time to time as provided in the Bylaws of the corporation, provided that there shall not be less than three Directors. Successor Directors of the corporation shall be elected in the manner provided by the Bylaws.

Article XI: Stock

1. The corporation shall not issue stock.
2. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors, 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 in Articles VIII hereof.
3. Except to the extent permitted by section 501(h) of the Internal Revenue Code of 1986, as amended, (or the corresponding provision of any future federal tax code), 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 distributing of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
4. Notwithstanding any other provisions of these Articles, the corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of Internal Revenue Code of 1986 (as amended)(or the corresponding provision 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 of 1986 (as amended)(or the corresponding provision of any future federal tax code.)
5. Upon the dissolution of the corporation and after paying or making provision for the payment of all the liabilities of the corporation, the Board of Directors shall dispose of all the assets of the Corporation exclusively for the purposes stated in Articles VIII hereof. Any such assets not so disposed of shall be disposed of by the Circuit Court of Boone County, Missouri, exclusively for the purposes stated in Articles VIII hereof or to such organization(s), as the Circuit Court shall determine, which are organized and operated exclusively for such purposes.

Article XII: Board of Directors Responsibilities and Protections

1. To the extent applicable, the provisions of this Article shall be in the nature of a contract between the corporation and each of its Directors and Officers, made in consideration of such person's continued service to the corporation. The protection afforded to each Director or Officer by the provisions of this Article shall survive such person's term of office or employment. This Article shall not be repealed, nor may the benefits to the Directors and Officers afforded hereby be diminished, except as to liability accruing in respect of acts or omissions occurring after the date of such repeal or modification.
2. The corporation shall hold harmless and indemnify each Director and Officer to the fullest extent authorized or permitted by the provisions of subsections 1 through 6 and 9 through 11 of section 355.476, RSMO, as amended, (which section, in its entirety, is hereinafter referred to as the "State Statute") or any other or additional statutory provisions which are hereafter adopted authorizing or permitting such indemnification.
3. The corporation may purchase and maintain insurance on behalf of any person, as named insured or additional insured, who is or was a director, officer, employee, or agent (including volunteers) of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent (including volunteers) of another corporation, partnership, joint venture, trust, or other enterprise (foreign or domestic, for-profit or nonprofit) against any liability asserted against him or incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation has the power to indemnify him against such liability under the provisions of these Articles or by operation of law. Such insurance may include a policy or policies of general comprehensive liability insurance (covering claims arising out of death, illness or injury or arising out of property loss or damage) and directors' and officers' liability insurance (covering claims arising out wrongful acts or omissions) in respect of liabilities asserted against and/or incurred by its Directors and Officers in either such capacity or otherwise in the performance of their services for the corporation.
4. In addition to the foregoing, and subject to the exclusions set forth in section (E) of this Article, the corporation may, to the fullest extent authorized or permitted by the provisions of subsection 7 of the State Statute, hold harmless and indemnify each Director and Officer:

1. Against any and all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Director or Officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the corporation) to which such Director or Officer is, was or at any time became a party, or is threatened to be made a party, by reason of the fact that such Director or Officer is, was or at any time becomes a Director, Officer, employee or agent of the corporation, or is or was serving or at any time serves at the request of the corporation as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; and
2. Otherwise to the fullest extent as may be provided to such Director or Officer by the corporation under the non-exclusivity provisions of the State Statute.

5. No indemnity pursuant to section (D) of this Article shall be paid by the corporation:

1. Except to the extent the aggregate of losses to be indemnified thereunder exceeds the amount of such losses for which the Director or Officer is indemnified either pursuant to section (B) of this Article or pursuant to any insurance of the type referred to in section (C) of the Article purchased and maintained by the corporation;
2. In respect of remuneration paid to such Director or Officer if it shall be determined by a final decision of a court having jurisdiction in the matter that such remuneration was in violation of law;
3. On account of such Director's or Officer's conduct which is finally adjudged by a court having jurisdiction in the matter to have been knowingly fraudulent, deliberately dishonest or willful misconduct; or
4. If a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.

6. All agreements and obligations of the corporation contained in this Article shall continue during the period the Director or Officer is a Director or Officer of the corporation (or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture or other enterprise) and shall continue thereafter so long as the Director or Officer shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she was a Director or Officer of the corporation or was serving in any other capacity referred to in this Article.
7. The corporation may pay, in advance of the final disposition of the action, suit or proceeding, all reasonable expenses of the Director or Officer incurred in defending any civil or criminal action, suit or proceeding against him or her, provided he or she shall have agreed to reimburse the corporation if and to the extent that it shall be ultimately determined that he or she is not entitled to be indemnified by the corporation for such expenses.

Ozark Avalon Church of Nature 26213 Cumberland Church Road, Boonville, MO 65233 [660 882-6418]  [573 289-3657]   Our feeling on the war is that we should express anger rather than rage; that we seek justice rather than revenge.