Articles of Incorporation

 

 

EXTRACTS FROM THE ARTICLES OF INCORPORATION OF THE ROTARY FOUNDATION OF ROTARY INTERNATIONAL

 filed 31 May 1983

Name. The name of the corporation is: The Rotary Foundation of Rotary International.

Purposes. This corporation is organized and shall at all times be operated exclusively for charitable and educational purposes, or such other purposes or objects as may be provided in section 501(c)(3) of the Internal Revenue Code of 1954 or corresponding provisions of subsequent federal tax laws and as may be approved by the corporate member, including, but not limited to, the following: The furthering of understanding and friendly relations between people of different nations through the fostering of tangible and effective programs of a philanthropic, charitable, educational, or other eleemosynary nature.

Dedication of Income and Assets.

(a)    No part of the assets or net earnings of this corporation shall inure to the benefit of any director, trustee, or officer of this corporation or to any private individual, except that the corporation may make payments and distributions in furtherance of the purposes set forth above, including the payment of reasonable compensation for services rendered. Notwithstanding any other provision of these articles, 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 Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (ii) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

(b)    No substantial part of the activities of this corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation. This corporation shall not participate in (including the publishing or distributing of statements) any political campaign on behalf of any candidates for public office.

(c)    Upon dissolution or liquidation of this corporation, after payment or provision for its debts and liabilities, all of its assets (except any assets conveyed to this corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution of this corporation) shall be transferred or conveyed pursuant to law to one or more organizations described in section 501(c)(3) of the Internal Revenue Code of 1954 or corresponding provisions of any subsequent federal tax laws for one or more of the purposes described above, as the corporate member of this corporation shall determine.

Corporate Member. 

The corporation shall have one class of members, which class shall consist of one member, designated as the “corporate member.” The manner of selection of the corporate member shall be prescribed by the bylaws. In addition to matters required by statute, the corporate member shall have the sole power to appoint the directors of the corporation (who shall be known as trustees). The articles of incorporation and bylaws shall not be changed without the approval of the corporate member. The bylaws may require that additional matters be submitted for approval by the corporate member..

 

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