CERTIFICATE OF INCORPORATION
(NOT FOR PROFIT)
TO: OKLAHOMA SECRETARY OF STATE
2300 N. Lincoln Blvd., Room 101, State Capitol Building
Oklahoma City, Oklahoma 73105-4897
(405) 521-3912
The undersigned, for the purpose of forming an Oklahoma not for profit corporation under the provisions of Title 18, Section 1001, do hereby execute the following certificate of incorporation.
1. The name of the corporation is:
Oklahoma City Herpetological Society
(Please refer to procedure sheet for statutory words required to be included in the corporate name.)
2. The name of the registered agent and the street address of the registered office in the State of Oklahoma is:
Michael Wilson 3216 Beverly Drive Edmond Oklahoma 73013-5366
Name Street Address City County Zip Code
(P.O. BOXES ARE NOT ACCEPTABLE)
3. In the event the corporation is a church, the street address of its location is:
___________________________________________________________________________________________
Street Address (P.O. BOXES ARE NOT ACCEPTABLE) City Zip Code
4. The duration of the corporation is: Perpetual
(Perpetual unless otherwise stated)
5. The purpose or purposes for which the corporation is formed are:
ARTICLE I: PURPOSE
The purpose of this organization is to engage in any lawful act or activity for which corporations may be organized under the general corporation law of Oklahoma.
This corporation is organized exclusively for charitable, scientific and educational purposes, more specifically to increase public awareness and education about reptiles and amphibians, the important roles they play in ecosystems, both locally and around the world, and the proper captive care and husbandry of these creatures. Furthermore, this corporation establishes a forum of communication between professional herpetologists and hobbyists in order to benefit the scientific pursuits of both groups through collaboration. To this end, the corporation shall at all times be operated exclusively for charitable, scientific, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, as now enacted or hereafter amended or the corresponding section of any future United States Internal Revenue Law. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.
ARTICLE II - EXEMPTION REQUIREMENTS
At all times shall the following operate as conditions restricting the operations and activities of the corporation:
1. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, any of 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 exempt purposes.
2. 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 by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
3. 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 Internal Revenue Code or the corresponding section 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, or the corresponding section of any future federal tax code.
ARTICLE III - MEMBERSHIP/OFFICERS
The corporation will have members and officers, as provided in the corporation’s bylaws. The management of the affairs of the corporation shall be vested in officers. Officers are permitted to act only as directed by the majority of the members, as defined in the corporation’s bylaws. No officer shall have any right, title, or interest in or to any property of the corporation.
The founding officers shall serve until they voluntarily resign or are removed and replaced by another volunteer as provided in the corporation’s bylaws.
ARTICLE IV - PERSONAL LIABILITY
No member or officer of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members or officers be subject to the payment of the debts or obligations of this corporation.
ARTICLE V – DISSOLUTION
Upon the winding up and dissolution of the corporation, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, the remaining assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
6. This corporation does not have authority to issue capital stock.
7. This corporation is not for profit, and as such the corporation does not afford pecuniary gain, incidentally or
otherwise, to its members.
8. The number of trustees or directors to be elected at the first meeting is: 3
9. The name and mailing address of each person who will serve as a trustee or director are:
Name Mailing Address City State Zip Code
Russ Gurley (President) PO Box 321 Ada OK 74821-0321
Larry Daniel (Vice President/Secretary) 1128 W. Peebly Drive Midwest City OK 73110-1539
Michael Wilson (Treasurer) 3216 Beverly Drive Edmond OK 73013-5366
10. The names and mailing addresses of the undersigned incorporators:
Name Mailing Address City State Zip Code
Russ Gurley (President) PO Box 321 Ada OK 74821-0321
Larry Daniel (Vice President/Secretary) 1128 W. Peebly Drive Midwest City OK 73110-1539
Michael Wilson (Treasurer) 3216 Beverly Drive Edmond OK 73013-5366
INCORPORATORS MUST SIGN BELOW <--Will be signed when filed.
WE, THE UNDERSIGNED, for the purpose of forming a not for profit corporation under the laws of the
State of Oklahoma, certify that the facts herein stated are true, and have accordingly hereunto set our hands this
_____________day of__________________________________________, _______.
___________________________________________
Russ Gurley (President)
___________________________________________
Larry Daniel (Vice President/Secretary)
___________________________________________
Michael Wilson (Treasurer)
(SOS FORM 009-REVISED 11/99)
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