ARTICLES OF INCORPORATION OF
MY
COMMUNITY CARE TEAM, INC.
The undersigned
incorporator, a natural person 18 years of age or older, in order to form a
corporate entity under the laws of the State of New Jersey pursuant to the
Non-Profit Corporation Act, Chapter 15A of the Revised Statutes of New Jersey,
hereby adopts the following articles of incorporation:
The name of this
Corporation shall be My Community Care Team, Inc.� The corporation�s registered office is
located at 8 Cambridge Court, Mt. Olive, New Jersey 07828.
This Corporation is
organized exclusively for charitable purposes within the meaning of Section
501(c)(3) of the Internal Revenue Code of 1986, as amended, or any
corresponding section of any future federal tax code� (the �Code�) including for such purposes the
making of distributions to organizations that also qualify as Section 501(c)(3)
organizations.
The specific purposes for
which this Corporation is formed are:
(1)
To provide
assistance through services and/or other support to persons with cognitive
and/or physical challenges and their families with the ultimate goal of
integrating or reintegrating such persons into the community at large.� Such services include, but are not limited to,
information and referral services, recreational services and assistance in
locating and/or creating appropriate housing for such persons.
(2) ��In general,
to have and exercise all rights and powers conferred on� nonprofit corporations under the laws of New
Jersey, or which may hereafter be conferred, including the power to contract,
rent, buy or sell personal or real property.
���� (3)�� Notwithstanding any of the above statements of purposes and powers, this Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purpose of this Corporation.
At all times, the following
shall operate as conditions restricting the operations and activities of the
Corporation:
The Corporation may, but
need not, have voting members and such membership, if any, and classes thereof,
shall be as defined in the Corporation�s by-laws.� The management and affairs of the Corporation
shall be at all times under the direction of a Board of Trustees, whose
operations in governing the Corporation shall be defined by statute and by the
Corporation�s by-laws.� No member or
trustee shall have any right, title or interest in or to any property of the
Corporation.
The Corporation�s first
Board of Trustees shall be comprised of the following natural persons:
Maria Tetto������������ 8 Cambridge Court, Mt. Olive, New
Jersey 07828
Frank Tetto������������ 8 Cambridge Court, Mt. Olive, New
Jersey 07828
Upon the time of
dissolution of the Corporation, assets shall be distributed by the Board of
Trustees, after paying or making provisions for the payment of all debts,
obligations, liabilities, costs, and expenses of the Corporation, for one or
more exempt purposes within the meaning of Section 501(c)(3) of the Code, or
shall be distributed to the federal government or to a state or local
government, for a public purpose.� Any
such assets not so disposed of shall be disposed of by a Court of Competent
Jurisdiction of the county in which the principal office of the Corporation is
then located, exclusively for such purposes or to such organization or
organizations as said Court shall determine, which are organized and operated
exclusively for such purposes.
A.
The Corporation
may indemnify or agree to indemnify any trustee, officer, or employee, or a
former trustee, officer, or employee or any person who is serving at the
request of this Corporation as a trustee, officer, or employee of another
Corporation (whether nonprofit or for profit) against expenses actually and
necessarily incurred by him or her in connection with the defense of any
pending or threatened action, suit, or proceeding, criminal or civil, to which
he or she is or may be made a party by reason of being or having been such
trustee, officer, or employee, provided: (1) he or she is adjudicated or
determined not to have been negligent or guilty of misconduct in the
performance of his or her duty to this Corporation of which he or she is
trustee, officer or employee, (2) he or she is determined to have acted in good
faith in what he or she reasonably believed to be the best interest of this
Corporation, and (3) in any manner subject of a criminal action, suit, or
proceeding he or she is determined to have had no reasonable cause to believe
that his or her conduct was unlawful.�
The determination as to (2) and (3), and, in the absence of adjudication
as to (1) by a Court of Competent Jurisdiction, the determination as to (1)
shall be made by the trustees of this Corporation acting at a meeting at which
a quorum consisting of trustees who are not parties to or threatened with any
such action, suit, or proceeding is present.�
Any trustee who is a party to or threatened with any such action, suit,
or proceeding shall not be qualified to vote, and, if for this reason, a quorum
of trustees cannot be obtained to vote on such indemnification, no
indemnification shall be made except in accordance with paragraphs (b) and (c)
hereof.
B.
The Corporation
may by any agreement authorized, or by voting members at a meeting held for
such purpose, by affirmative vote of the majority of the voting members present
if a quorum is present, indemnity or agree to indemnify such trustee, officer
or employee against expenses, judgments, decrees, fines, penalties, or amounts
paid in settlement in conjunction with the defense of any pending or threatened
action, suit or proceeding, criminal or civil, to which such trustee, officer
or employee is, or may be made a party by reason of being such a trustee,
officer or employee, provided that a determination is made by the trustees in
accordance with the manner set forth in paragraph (A) hereof or is made by or
in accordance with a method to be established, by such agreement or by such
resolution: (1) that such trustee, officer, or employee was not, and has not
been adjudicated to have been, negligent or guilty of misconduct in the
performance of his or her duty to this Corporation of which he or she is a
trustee, officer or employee, (2) that he or she acted in good faith in what he
or she reasonably believed to be the best interest of the Corporation, and (3)
that in any manner the subject of criminal action, suit or proceeding he or she
has no reasonable cause to believe that his or her conduct was unlawful.
C.
This
indemnification provision shall not be deemed to be exclusive of any other
rights to which such trustee, officer, or employee may be entitled under any
agreement, any insurance purchased by the Corporation, vote of members, or
otherwise
�
The incorporator of this
Corporation is:
Frank Tettro
8 Cambridge Court
Mt. Olive, New Jersey 07828
The undersigned
incorporator certifies that he executed these Articles for the purposes stated
herein, and that by such execution, he affirms the understanding that should
any of the information in these Articles be intentionally or knowingly,
misstated, he is subject to criminal penalties for
perjury set forth in����������������������������� .
Date:____________________ ������������ Signature:_______________________