Amended and Restated Articles of Incorporation - First Presbyterian ...

AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
FIRST PRESBYTERIAN CHURCH OF SPARTANBURG, S.C.
Incorporated under the laws of the State of South Carolina

ARTICLE I
NAME, ADDRESS, DATE OF INCORPORATION
The name of the Corporation is:
FIRST PRESBYTERIAN CHURCH OF SPARTANBURG, S.C.
(the “Corporation”)
The address of the Corporation is 393 East Main Street, Spartanburg, South Carolina, 29302.
The date of incorporation of the Corporation is October 17, 1939.
ARTICLE II
DURATION
The duration of the Corporation shall be perpetual.
ARTICLE III
PURPOSE
The Corporation is a public charitable organization, the purposes of which are exclusively
charitable, religious, scientific, literary, educational, cultural and civic; provided, however, no part
of the net earnings thereof shall inure to the benefit of any private shareholder or individual;
provided further, no substantial part of the activities of the Corporation shall consist of carrying on
propaganda, or otherwise attempting to influence legislation, except to the extent permitted by law
for an organization electing 501(h) of the Internal Revenue Code; provided further, the Corporation
shall not participate in, or intervene in (including the publishing or distributing of statements), any
political campaign on behalf of (or in opposition to) any candidate for public office.
Notwithstanding any other provisions of this Article, this Corporation will not carry on any other
activities not permitted to be carried on by (a) a corporation exempt from Federal income tax under
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision
of any future United States internal revenue law or (b) an organization, contributions to which are
deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended, or any other
corresponding provision of any future United States Internal Revenue law. The Corporation may
engage in any lawful activity for which religious non-profit organizations formed under the
provisions of the South Carolina Non-Profit Corporation Act may exercise.
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ARTICLE IV
REGISTERED OFFICE AND AGENTS
The registered office of the Corporation is 393 East Main Street, Spartanburg, South
Carolina, 29302. The registered agent of the Corporation is Scott Neely.
ARTICLE V
MEMBERS AND MEMBER MEETINGS
The Corporation is organized on a non-stock basis. Members must be individuals listed as
members on the active roll of the Congregation of the Church. Membership terminates when the
individual is removed from the active roll of the Congregation. No membership certificates will be
issued.
ARTICLE VI
BOARD OF TRUSTEES
All corporate powers shall be vested in the Board of Directors, which Board shall be called
the Board of Trustees. The number of Trustees which shall comprise the Board and the method of
their selection or election shall be in accordance with the terms of the Bylaws. The Board of
Trustees shall have authority to adopt and revise Bylaws. The Board of Trustees shall have an
annual meeting at such time and place as may be set forth in the Bylaws.
ARTICLE VII
OFFICERS
In accordance with the Bylaws, the Board of Trustees shall elect officers of the Corporation,
which shall include a chairman of the board, a president, a secretary, a treasurer and such other
officers as the Board of Trustees may designate and appoint. The duties and responsibilities of each
officer shall be provided in the Bylaws.
ARTICLE VIII
DISSOLUTION
The Corporation may be dissolved pursuant to the procedure in the Bylaws. Upon
dissolution, the assets of the Corporation shall be distributed for one or more exempt purposes within
the meaning of section 501(c)(3) of the Internal Revenue Code, as amended, or the corresponding
section of any future Federal tax code, or shall be distributed to the Federal government, or to a state
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and local government, for a public purpose. Any such assets not so disposed of shall be disposed
of by the Court of Common Pleas of the County in which the principal office of the Corporation is
then located, exclusively for such purposes or to such organization or such organizations, as said
court shall determine, which organization or organizations are organized and operated exclusively
for such purposes.
Approved and adopted at a duly called meeting of the membership held after due and proper
notice, on the ____ day of March, 2012.
FIRST PRESBYTERIAN CHURCH OF
SPARTANBURG, S.C.
By:
Its: President
By:
Its: Secretary
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