CENTURY MUSIC
BOOSTERS, INC.
ARTICLES OF
INCORPORATION
FIRST: We, William Barnes, whose post office address is 6324 Pitch Pine Court, Eldersburg, Maryland 21784 and Robert Ermer whose post office address is 800 Breezy Lake Way, Sykesville, Maryland 21784 being at least eighteen (18) years of age, are hereby forming a corporation under and by virtue of the General Laws of the State of Maryland.
SECOND: The name of the Corporation (which is hereafter called the “Corporation”) is CENTURY MUSIC BOOSTERS, INC.
THIRD: The purposes for which the Corporation is formed are:
(a) The Corporation is organized exclusively for educational and charitable
purposes, 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 of 1954 for the corresponding provision of any future United States Internal Revenue Laws, and, more specifically, to receive and administer funds for such charitable and educational purposes, all for the public welfare, and for no other purposes, and to that end to take hold, by bequest, devise, gift, purchase, or lease, either absolutely or in trust for such objects and purposes or any of them, any property, real, personal or mixed, without limitation as to the amount of value, except such limitations, if any, as may be imposed by law; to sell, convey, and dispose of any such property and to invest and to reinvest the principle thereof, and to deal with and expend the income there from for any of the before-mentioned purposes, without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received; to receive any property, real, personal or mixed, in trust, under the terms of any will, deed of trust, or other trust instrument for the foregoing purposes of any of them and in administering the same to carry out the directions, and exercise the powers contained in the trust instrument under which the property is received, including the expenditure of the principal as well as the income, for one or more of such purposes, if authorized or directed in the trust instrument under which it is received, but no gift, bequest or devises or any such property shall be received and accepted if it be conditioned or limited in such manner as shall require the disposition of the income or its principle to any person organization other than a “charitable organization” or for other than “charitable purposes” within the meaning of such terms as defined in Article NINTH of these Articles of Incorporation, or shall in the opinion of the Board of Directors, jeopardize the federal income tax exemption of the Corporation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1954 as now in force or afterwards amended; to receive, to take title to, hold and use the proceeds and income of stocks, bonds, obligation, or other securities of any corporation or corporations domestic or foreign but only for the foregoing purposes, or some of them, and, in general, to exercise any, all and every power for which a non-profit corporation organized under the applicable provisions of the Annotated Code of Maryland for scientific, educational, and charitable purposes, all for the public welfare, can be authorized to exercise, but only to the extent the exercise of such powers are in furtherance of exempt purposes.
(b) No part of the net earnings of the Corporation shall inure to the benefit or be
distributable to its members, directors, 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 Article THIRD hereof. 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 distribution of statements) any political campaign on behalf of any candidate for public officer. 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 of 1954 (or the corresponding provision of any future United States Revenue Law) or (b) 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).
(c) Included among the educational and charitable purposes for which the
Corporation is organized, as qualified and limited by subparagraphs (a) and (b) of this Article THIRD are the following:
1. To maintain the interest and moral of the Music Department of Century High School.
2. To support the music program financially.
3. To promote mutual cooperation between the school administration and the Corporation.
4. To
build and maintain and organization which will help promote the general
activities of the music department of
FOURTH: The post office address of the principal office of the Corporation in
this State is
FIFTH: The Corporation is not organized for profit; it shall have no capital stock
and shall not be authorized to issue capital stock. The number of qualifications for; and other matters relating to its members shall be as set forth in the by-law of the Corporation.
SIXTH: The number of Directors of the Corporation shall be four (4), which
number may be increased or decreased pursuant to the By-Laws of the Corporatoin, but shall never be less than three (3). The names of the Directors, who shall act until the first annual meeting or until their successors are duly chosen and qualified are: William Barnes, Robert Ermer, Robin Trumpler and Glenn Ireland.
SEVENTH: Upon the dissolution of the Corporation’s affairs, or upon the
abandonment of the Corporation’s activities due to its impracticable or inexpedient nature, the assets of the Corporation then remaining in the hands of the Corporation shall be distributed, transferred, conveyed, delivered and paid over exclusively to CENTURY HIGH SCHOOL, or its successor in interest, should such high school still exist at that time or have a clearly defined successor high school in interest. If, however, CENTURY HIGH SCHOOL, or its successor in interest, as defined herein, shall not exist at the time of distribution, then the said assets remaining in the hands of the Corporation shall be distributed, transferred, conveyed, delivered and paid over to any other charitable organization (as herinafter defined) of this or any other State, having a similar or analogous character or purpose, in some way associated with or connected with the Corporation to which property previously belonged.
EIGHTH: The Corporation may by its By-Laws make any other provisions or
requirements for the arrangement or conduct of the business or the Corporation, provided that same be not inconsistent with these Articles of Incorporation nor contrary to the laws of the State of Maryland or of the United States.
NINTH: In these Articles of Incorporation.
(a) Reference to the “charitable organizations” or “charitable organization” mean
corporations, trusts, funds, foundations, or community chest created or organized in the United States or in any of its possessions, whether under the laws of the United States, any state or territory, the District of Columbia, or any possession of the United States, organized and operated exclusively for charitable purposes, no part of the net earnings of which inures or its payable to or for the benefit of any private shareholder or individual, and no substantial part of the activities of which is carrying on propaganda or otherwise attempting, to influence legislation and which do not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidates for public office. It is intended that the organization described in this Article NINTH shall be entitled to exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as not in force or afterwards amended.
(b) The term “Charitable purposes” shall be limited to and shall include only
religious, charitable, scientific testing for public safety, literary, or educational purposes within the meaning of the terms used in Section 501(c)(3) of the Internal Revenue Code of 1954 but only such purposes as also constituted public charitable purposes under the laws of the United States, any state or territory, the District of Columbia, or any possession of the United States, including, but not limited to, the granting of scholarship to young men and women to enable them to attend educational institutions.
TENTH: (a) The Corporation shall distribute its income for each taxable year at
such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.
(c) The Corporation shall not engage in any act of self-dealing as defined in
Section 4941(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.
(d) The Corporation shall not make any investments in such manner as to subject
it to tax under Section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.
(e) The Corporation shall not make any taxable expenditures as defined in
Section 4945(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.
ELEVENTH: (1) As used in this Article ELEVENTH, any word or words that are defined in Section 2-418 of the Corporation and Associations Articles of the Annotated Code of Maryland (the “Indemnification Section”), as amended from time to time, shall have the same meaning as provided in the Indemnification Section.
(2) The Corporatoin shall indemnify a present or for director or officer of the Corporation in connection with a proceeding to the fullest extent permitted by and in accordance with the Indemnification Section.
(3) With respect to any corporate representatives other than a present or former director or officer, the Corporation may indemnify such corporate representative in connection with a proceeding to the fullest extent permitted by and in accordance with the Indemnification Section; provided, however, that to the extent a corporate representative other than a present or former director or officer successfully depends on the merits or otherwise any processing to in subsections (b) or (c) of the Indemnification Section or any claim, issue or matter raised in such proceeding, the Corporation shall not indemnify such corporate representative other than a present or former director or officer under the Indemnification Section unless and until it shall have been determined and authorized in the specific case by (i) and affirmative vote at a duly constituted meeting of a majority of the Board of Directors who were not parties to the preceding; or, (ii) an affirmative vote, at a duly constituted meeting of a majority of all the votes cast by stockholders who were not parties to the proceeding, that indemnification of such corporate representative other than a present or former director or officer is proper in the circumstances.
TWELVE: Election of officers will take place once a year in accordance with the By-Laws. The officers shall be President, Vice President, Secretary, and Treasurer. Each officer elected becomes a member of the Board of Directors for the duration of his tenure in office.
THIRTEEN: The private property of the members of this Corporation shall not be liable for its corporate debts,
FOURTEEN: The duration of the Corporation shall be perpetual.
IN WITNESS WHEROF, we have signed these Articles of Incorporation this ____ day __________________, 20___ and we acknowledge same to be our act.
WITNESS:
____________________________ ________________________________
William Barnes
____________________________ ________________________________
Robert Ermer