Simian Society of America - Certificate of Incorporation

Back

Articles of Incorporation

of the Simian Society of America, Incorporated

This is to certify that we, the undersigned, associate ourselves into a non-stock corporation under and by the virtue of the laws of the State of North Carolina, as contained in Chapter 55a of the General Statutes, entitled, “Non-Profit Corporation Act,” and the several amendments there, and to that end do set forth:

Article I

The name of this corporation is Simian Society of America, Incorporated.

Article II

The period of duration of this corporation is perpetual.

Article III

The objects for which this corporation is formed are as follows:

(a) To promote humane treatment of non-human primates.

(b) To promote the best housing, feeding, watering, breeding and the general welfare of said animals.

And in order to properly prosecute the objects and purposes above set forth, the corporation shall have full power and authority to purchase, lease and otherwise acquire, hold, mortgage, convey and otherwise dispose of all kinds of property, both real and personal, both in this State and in all other States, Territories and Dependencies of the United States, and generally 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.

Article IV

This corporation shall have no capital stock. There shall be two (2) classes of membership in this Society as set forth below. Any person subscribing to the objectives of this Society as set forth in Article III shall be eligible for one of the following types of membership upon the prepayment of appropriate dues:

Active Member

Associate Member

1. Bylaws governing the admission of members, the amount of initiation fee and periodic dues, the rules and regulations to be observed, the qualifications for voting, the resignation or expulsion of members, the election, powers and duties of officers, and a general governing body, and all other matters and things usually and legally contained in corporate by-laws may from times to time be adopted, amended or repealed by the affirmative vote of a majority of all returned ballots of members entitled to vote under the bylaw then existing.

2. At all meetings of the membership, each member entitled to vote under the bylaws then in force may cast one (1) vote.

Article V

The method of election of Directors shall be left to the bylaws and shall be so stated therein.

Article VI

The location of the principle registered office and registered agent, Ms. Phyllis Gillenwater, of the corporation is to be located within the State of North Carolina at 2228 Newhart Road, Charlotte, NC 28214 in the county of Mecklenburg, or as designated by the Board of Directors in accord with the By-Laws.

Article VII

The corporation shall be governed by a Board of Directors, whose qualifications and manner of selection shall be determined in accordance with the By-Laws.

Article VIII

No part of the net earnings of the corporation shall be inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set out above. 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 publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. 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 Internal Revenue Code Section 501 (c) (3) or corresponding provisions of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Internal Revenue Code Section 170 (c) (2) or corresponding provisions of any future federal tax code.

Article IX

In addition to, and without limitation of any indemnity or immunity to which they may be entitled as a matter of law, no person who is serving or who has served as a director of the Corporation shall be personally liable to the Corporation for monetary damages for breach of duty as a director, except for liability with respect to (i) acts or omissions that the director at the time of such breach knew or believed were clearly in conflict with the best interests of the Corporation; (ii) any transaction from which the director derived an improper personal benefit; (iii) acts or omissions occurring prior to the effective date of this article; or (iv) acts or omissions with respect to which North Carolina Non Profit Corporation Act does not permit the limitation of liability. The term “improper personal benefit” does not include a director’s reasonable compensation or other reasonable incidental benefit for or on account of service as a director, officer, employee, independent contractor, attorney, or consultant of the Corporation. No amendment or repeal of this article, nor the adoption of any provision to these Articles of Incorporation inconsistent with this article, shall eliminate or reduce the protection granted with respect to any matter that occurred prior to such amendment, repeal, or adoption.

Article X

Upon dissolution of the corporation, the assets shall be distributed for purposes which are consistent with the purposes of the corporation as stated above, and which are exempt within the meaning of Internal Revenue Code Section 501 © (3) or corresponding provisions of any future federal tax code, or to the federal government or state or local governments of the United States for exclusive public purpose.

These Articles of Incorporation restated and approved by the membership vote as of November 1, 2003.

Web design by Digital Guidance Group (DGGPro)