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Articles of Incorp.

Selby Athletic Association, Inc.

P.O. Box 797, Mayo, Maryland 21106    Phone:  410. 798.0204

An IRS recognized 501(c)3  Youth Educational Charity ID#: 521952557charity and a registered Maryland Corporation serving the Mayo Peninsula since 1995.    

All donations receipted and tax-deductible.     Contact us via E-mail 

Articles of Incorporation

 

First: I, Joy Long whose post office address is Box 599, Mayo, Maryland 21106 being at least 18 years of age, am hereby amending the corporate charter 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

Selby Athletic Association, Inc.

Third: The purpose for which the Corporation is formed are:

(a)    The Corporation is organized exclusively for educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under 501c3 of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), 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 and 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 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 reinvest the principal 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 or 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 devise of any such property shall be received and accepted if it conditioned or limited in such require the disposition of the income or its principal to any person or 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 as 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 1986, as now in force or afterwards amended; to receive, take title to, hold, and use the proceeds and income of stocks, bonds, obligations, 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 and, all and every power for which a non-profit corporation organized 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 of 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 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 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 501c3 of the Internal Revenue Code of  1986 or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contribution to which are deductible under Section 170c2 of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). Notwithstanding any other provision of these Articles not permitted to be carried on by any organization exempt from federal income tax under Section 501c3 of the Internal Revenue Code of 1986 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:

Among educational and charitable activities this corporation shall produce and secure are the following:

This Corporation shall provide a community wide amateur sports league and function for the sole purpose of the education of the youth in our community as to the strengths and honor of unprejudiced competition, the fairness of good sportsmanship and the character building qualities of teamwork in challenging amateur sports situations. The Corporation states by its existence that no community-wide child not be allowed to participate in any function for any such manner as would be associated to a financial, mental or physical deficit. This Corporation swears by its existence that as created as a charitable vehicle for the purpose of benefiting those less fortunate in our community, any member unable to meet the normal financial criteria, as to fees and costs of membership, will have upon minimal proof of hardship be given consideration and have associated costs paid for them by a special fund to be maintained for just such purposes as paying membership costs for those who are unable to do so.

FOURTH: The post office address of the principal office of the Corporation in this State is 190 Duke of Gloucester Street, Annapolis, Maryland 21401. The name and post office address of the Resident Agent of the Corporation in this State are Joy Beth Long, 3686 7th Avenue, Edgewater, Maryland 21037. Said Resident Agent is an individual actually residing in this State.

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-Laws of the Corporation.

SIXTH: The number of Directors of the Corporation shall be five (5), which number may be increased or decreased pursuant to the By-Laws of the Corporation, but shall never be less than threes (3). The names of the Directors, who shall act until the first annual meeting or until their successors are duly elected and qualify, are:

Joy B. Long, Terri Gheen, Penny O’Callaghan, Vicki Blankenship, John Blankenship.

SEVENTH: Upon the dissolution of the Corporation’s affairs or upon 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 to any other charitable organization (as hereinafter 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 the 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 of the Corporation, provided the 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)    References to “charitable organizations” or “Charitable organization” mean corporations, trusts, funds, foundations, or community chests 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 is 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 candidate for public office. It is intended that the organization described in the Article NINTH shall be entitled to exemption from federal income tax under Section 501c3 of the Internal Revenue Code of 1986, as now 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 501c3 of the Internal Revenue Code of 1986 but only such purposes as also constitute 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 scholarships 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 1986, or corresponding provisions of any subsequent federal tax laws.

(b) The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent tax laws.

(c) The Corporation shall not retain any excess holdings as defined in Section 4943(c) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent 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 1986, or corresponding provisions of any subsequent tax laws.

(e) The Corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent tax laws.

ELEVENTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages except (1) to the extent that is proved that such director or officer actually received an improper benefit or profit in money, property or services actually received or (2) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding based on a finding in the proceeding that such a director’s or officer’s action or failure to act, was (a) the result of active and deliberate dishonesty, or (b) intentionally wrongful, willful or malicious and, in each such case, was material to the cause of action adjudicated in the proceeding.

IN WITNESS WHEREOF, I have signed these Articles of Incorporation this ______ day of ______________, 1998 and I acknowledge same to be my act.

 

___________________________________________ Sign

 

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