Submit the original
and one true copy
$20.00

Registry Number:

___________

SECRETARY OF STATE
Corporation Division
Business Registry

158 12th Street NE
Salem, OR 97310-0210
(503) 378-4166

THIS SPACE FOR OFFICE USE ONLY

ARTICLES OF INCORPORATION

Nonprofit Corporation

PLEASE TYPE OR PRINT LEGIBLY. IN BLACK INK

ARTICLE 1:     Name of the corporation: Grace Lutheran Church Foundation

ARTICLE 2:     Type of corporation (check one only):

          Public benefit

          Mutual benefit

XX     Religious

ARTICLE 3:     Name of the initial registered agent: ____________________________________________

Residence or office address of registered agent (must be a street address in Oregon):

_____________________________________ Oregon ___________________
Street and number                     City                                                 Zip code

ARTICLE 4:     Principal office address:

435 NW 21st Street___________Corvallis______Oregon_________97330____
Street and number                     City                                                 Zip code

ARTICLE 5:     Indicate if corporation will have members:

___    Yes

XX     No

ARTICLE 6: Distribution of assets on dissolution or final liquidation:

After paying or adequately providing for the debts and obligations of this organization, upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal governnent, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Circuit Court of the State of Oregon 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.

ARTICLE 7:     Name and address of each director is optional.

(If the corporation is a public benefit, you must list three directors and their addresses below.)

Names and addresses on file.

ARTICLE 8:     XX     Each director named has consented to this appointment.

ARTICLE 9:     Optional provisions:

PURPOSES. This corporation is organized exclusively for charitable, religious, educational, and scientific 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, or corresponding section of any future federal tax code.

LIMITATIONS. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, 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 this Article 9. 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 or in opposition to any candidate for public office. 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 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 corresponding section of any future federal tax code.

MANAGEMENT, INVESTMENT AND EXPENDITURE OF ASSETS AND INCOME. Funds of this foundation received from donors subject to conditions relating to management of the funds or use of the funds or income from those funds must be managed in strict accordance with those conditions. Gifts to this Foundation shall be identified when received as long term assets, special project assets, or general fund assets. If the donor does not specify at the time of the gift that a gift is a long term asset, special project asset, or a general fund asset, the gift shall be identified and invested at the sole discretion of the Board of Directors. Active management and investment of funds must be placed in the hands of one or more trust companies authorized to engage in the business of acting as a fiduciary in the State of Oregon. No member of Grace Lutheran Church shall profit from or receive compensation for investment of or expenditure of foundation funds or income, but a trust company is not disqualified from acting as trustee of foundation funds because one or more members of Grace Lutheran Church is employed by the trustee. Funds of this foundation shall be managed as follows:

Long-Term Assets. These assets shall not be spent but rather shall be invested and managed by the fiduciaries in a manner which attempts to balance safety, capital growth and income. The income shall be used first to pay reasonable compensation to the fiduciaries and to pay their reasonable expenses. All remaining income shall be spent, in a manner consistent with the provisions, conditions and instructions, if any, of the donors to benefit Grace Evangelical Lutheran Church and to further its religious and benevolent purposes in a manner determined by the Board of Directors with approval of the Congregation Council of Grace Evangelical Lutheran Church. Income not spent may be accumulated and carried over from year to year without losing its identity as income eligible to be spent, or, by direction of the Board of Directors with approval the Congregation Council of Grace Evangelical Lutheran Church, may be transferred to principal, thereby becoming long-term assets.

Special Projects Assets. These assets and the income from these assets shall be invested and managed by the fiduciaries in a manner which attempts to balance safety, capital growth and income. Special project assets and income shall be accounted for separately from long-term assets and general fund assets of this foundation. Both special projects assets and income shall be spent in a manner consistent with the provisions, conditions and instructions of the donors to benefit Grace Evangelical Lutheran Church and to further its religious and benevolent purposes in a manner determined by the Board of Directors with approval of the Congregation Council of Grace Evangelical Lutheran Church.

General Fund Assets. These assets and the income from these assets shall be invested and managed by the fiduciaries in a manner which attempts to balance safety, capital growth and income. General fund assets and income shall be accounted for separately from long-term assets and special project assets. Both general fund assets and income shall be considered non restricted funds and shall be spent at the sole discretion of the Board of Directors to benefit Grace Evangelical Lutheran Church and to further its religious and benevolent purposes in a manner determined by the Board of Directors with approval of the Congregation Council of Grace Evangelical Lutheran Church.

ARTICLE 10: Name and address of the incorporator:

    on file _______________________________________
Name . . . . . . . . . . . . . . . . . Address

Execution: _____________________________ on file_____________________Incorporator___
Signature . . . . . . . . . . . . . . Printed name . . . . . . . . . . . . . . . . . . . . . . . Title

Person to contact about this filing:. . _______on file__________ . . . . . . . _____________________
  Name . . . . . . . . . . . . . . . . . . . . . . . . . Daytime phone number

Make checks payable to the Corporation Division. Submit the completed form and fee to: Corporation Division, Business Registry, 158 12th Street NE, Salem, Oregon 97310.0210.

NP.1 (7/91)

Amended August 4, 2003: Article 9 amended and restated.

 

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