West St. Catherine Neighborhood Association

Articles of Incorporation

for the West Saint Catherine Neighborhood Association

ARTICLES OF INCORPORATION OF THE WEST ST. CATHERINE NEIGHBORHOOD ASSOCIATION,


KNOW ALL MEN BY THESE PRESENCE:
We, Rhonda Williams, Laurie Bledsoe, Dennis Lally, and Neal Nixon, all over the age of twenty-one (21) and residents of the Commonwealth of Kentucky, do hereby associate to form a nonprofit Corporation under the laws of the Commonwealth of Kentucky, and with all rights and privileges granted by the laws of the Commonwealth of Kentucky, and to that end do hereby adopt Articles of Incorporation as follows:
ARTICLE I
This non-profit Corpcration shall be named and known as the West St. Catherine Neighborhood Association, Inc., by which name it may adopt its corporate seal, conduct its business, contract and be contracted with, sue and be sued.
ARTICLE II
Said Corporation shall continue in perpetual existence.
ARTICLE III
The principal place of business of the Corporation is to be located at 622 West St. Catherine, Louisville, Kentucky 40203 and such other places in said city or elsewhere, as its board ofdirectors by resolution shall designate.
The name and address of the initial registered agent for service of process is Rhonda Williams, 622 West St. Catherine, Louisville, Kentucky 40203.
ARTICLE IV
The Corporation is organized and shall be operated exclusively for charitable and educational purposes within the meaning of Section 501 © (3) of the Internal Revenue Code of 1954 (or corresponding provisions of any later federal tax laws), including for such purposes the making of distributions to organizations and individuals for the purpose of engaging an activity falling within the purposes of the Corporation and permit a foreign organization exempt under said Section 501 © (3).
ARTICLE V
The Corporation shall be irrevocably dedicated to and operated exclusively for non-profit purposes. No part of the net earnings of the Corporation shall enure to the benefit or be distributed 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 for in Article IV hereof.
ARTICLE VI
In carrying out the corporate purposes described in Article IV, the Corporation shall have all the powers granted by the laws of the Commonwealth of Kentucky, including in particular those listed in Section 273.171 of the Kentucky Revised Statutes except as follows and those otherwise stated in these Articles:
A. Not withstanding any other provision of these
Articles, the Corporation shall not carry out any other activities not permitted to be carried on by a Corporation exempt from Federal Income Tax under Section 501 © (3) of the Internal Revenue Code of 1954 or the corresponding provision of any subsequent federal tax laws.
B. If in so long as the Corporation is a private
foundation as defined in Section 509(a) of the Internal Revenue Code of 1954, or corresponding provisions of any latter federal tax laws :
1. 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 4949 of the Internal Revenue Code of 1954, or corresponding provisions of any later federal tax laws;
2. THE CORPORATION SHALL NOT ENGAGE IN ANY

act of self dealing as defined in Section 4941 (d) of the Internal Revenue Code of 1994, or corresponding provisions of any later federal tax laws.
3. THE CORPORATION SHALL NOT RETAIN ANY
excess business holdings as defined in Section 4943 © of the Internal Revenue Code of 1954, or corresponding provisions of any later federal tax laws.
4. 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 later federal tax laws.
5. THE CORPORATION SHALL NOT MAKE ANY TAXABLE
expenditures as defined in Section 4945 (d) of nhe Internal Revenue Code of 1954, or corresponding provisions of any later federal tax laws.
ARTICLE VII
The names and addresses of the incorporators are Rhonda Williams, 622 West St. Catherine, Louisville, Kentucky; Laurie Bledsoe, 546 West St. Catherine, Louisville, Kentucky; Dennis Lally, 514 West St. Catherine, Louisville, Kentucky and Neal Nixon, 605 West St. Catherine, Louisville, Kentucky.
The initial Board of Directors shall consist of four (4) directors. The name and addresses of the members of the initial Board of Directors are: Rhonda Williams, President, 622 West St. Catherine, Louisville, Kentucky; Laurie Bledsoe, Vice-President, 546 West St. Catherine, Louisville, Kentucky; Dennis Lally, Treasurer, 514 West St. Catherine, Louisville, Kentucky; and, Neal Nixon, Secretary, 605 West St. Catherine, Louisville, Kentucky.

ARTICLE IX
The nature and purpose of the business of the Corporation shall be to carry out the general objective and purposes as set forth in Article IV and through coordinated and conservative efforts to develop to the fullest objectives including, but not limited to:
A. To stimulate the development and betterment of the West St. Catherine Neighborhood, Louisville, Kentucky.
To carry out its purposes, the Corporation shall be authorized:
A. TO RECEIVE, HOLD AND DISBURSE GIFTS, REQUESTS
and other funds for said purposes; to own and maintain suitable real estate and buildings for its purposes, and to do all things necessary and incident thereto;
B. To make contracts and incur liabilities, borrow money at such rates of interest as a Corporation may determine, issue its notes, bonds and other obligations and secure

any of its obligations by mortgage or pledge of all or any of its property and income;
C. THE FOREGOING PURPOSES SHALL BE CONSTRUED BOTH
as objectives and powers and it is hereby expressly provided that the foregoing accumulations of the specific powers shall not be held to limit or restrict in any manner the general powers of this Corporation and are in furtherance of and in addition to and not in limitation of, the general powers conferred by the laws of the Commonwealth of Kentucky according to KRS 273.171.
ARTICLE X
The officers and members of this Corporation shall not be held personally liable for any debt or obligation of the Corporation solely because of their position as officers and members of said Corporation.
No director of the Corporation shall have personal liability for monetary damages for breach of his or her duties as a director; provided, however, this provision shall not eliminate the liability of a director for (a) any transaction in which the director’s personal financial interest is in conflict with the financial interest of the Corporation; (b) acts or omissions not in good faith which involve intentional misconduct or are known to the director to be a violation of law; or (c) any transaction from which the director derives an improper personal benefit.
ARTICLE XI
The Corporation formed hereby shall have no capital stock and shall be composed of members rather than share holders.
ARTICLE XII
The Corporation is not organized for profit nor shall it have any power to issue certificates of stock or declare dividends and no part of its net earnings shall enure to the benefit of any member or officer.
ARTICLE XIII
In the event of dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment involved in liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation, in such manner or to such organizations organized and operated exclusively for charitable and/or educational purposes as shall at the time qualify as an exempt organization under Section 501 © (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any latter federal tax laws), as the Board of Directors shall determine.
The remaining assets, if any, shall be disposed of by the Circuit Court of the county in which the principal office for the Corporation is then located, exclusively for such purposes or to such organizations as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XIV
Amendments to these Articles shall be made pursuant to the provisions of KRS 273.263.
Signed and hereby acknowledged by the incorporators at

April ___, 1998.

Rhonda Williams
Laurie Bledsoe




Neal Nixon
Dennis Lally


Prepared By:


7.
Robert T. Watson
CLARK, WARD & CAVE
601 West Market Street Suite 403
Louisville, Ky 40202
(502) 583-7012