ARTICLES OF INCORPORATION
OF
EDDIE MILLER MEMORIAL FOUNDATION
OF
EDDIE MILLER MEMORIAL FOUNDATION
FIRST: NAME. The name of the Corporation shall be the Eddie Miller Memorial Foundation.
SECOND: PRINCIPAL OFFICE LOCATION. The place in Ohio where the principal office of the Corporation is to be located is at 2296 Valley View Drive, City of Rocky River, County of Cuyahoga, Ohio 44116.
THIRD: PURPOSE. The Corporation is organized and shall be operated exclusively for charitable and educational purposes within the meaning of 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 (the “Code”). The Corporation shall be permitted to exchange in any lawful activity that may be conducted by an Ohio nonprofit corporation that is exempt from federal tax by reason of being an entity organized for charitable and educational purposes, as described in Code Section 501(c)(3), or the corresponding provision of any future United States Internal Revenue law. This Corporation shall not engage in activities which are not in furtherance of the charitable and educational purposes set forth in this Article THIRD. (a) The Corporation shall serve to remember Eddie Miller and to commemorate how selfless he was, and what a great son, brother, and friend he was to all. The Corporation seeks to raise funds through philanthropic events to create awareness of mental illness, depression and suicide prevention. Funds shall be donated consistent with the wishes of the family of the late Eddie Miller, as affirmed by a majority vote of the Board, to such organization(s) that support individuals effected by mental illness, depression or suicide, including the American Federation for Suicide Prevention (“AFSP”) in Northern Ohio, provided however, that any such organization(s) shall be exempt from federal income taxation under Section 501(c)(3) of the Code.
FOURTH: FINANCIAL, DISTRIBUTION AND TAX RESTRICTIONS. The following restrictions shall apply to the corporation:
(a) No part of the assets of or the net earnings of the Corporation shall inure to benefit any member, trustee, or officer of the Corporation, or any private individual or entity (except that reasonable compensation may be paid for services rendered to or for the corporation effecting one or more of its purposes).
(b) In the event of the liquidation or dissolution of the Corporation, whether voluntary or involuntary, no member, trustee, or officer of the Corporation, or any private individual or entity shall be entitled to receive any distribution from the remaining assets of the Corporation or the proceeds thereof.
(c) No substantial part of the activities of the Corporation shall be the carrying on or propaganda or otherwise attempting to influence legislation, nor shall the corporation participate or intervene in (including the publication and distribution of statements) any political campaign on behalf of any candidate for public office.
(d) Notwithstanding any other provisions in these Articles, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from federal tax law under Code Section 501(c)(3) or by an organization, contributions to which are deductible under Code Section 170(b)(1)(A), or corresponding provisions of any future United States Internal Revenue law.
FIFTH: MEMBERS. The Corporation shall have no members. The Directors shall have the authority of members as provide for under Section 1702. 14 of the Ohio Revised Code.
SIXTH: BOARD OF DIRECTORS. The Corporation shall be controlled and managed under the direction of a Board of Directors (the “Board”), comprised of not less than three (3) persons.
SEVENTH: DISSOLUTION. In the event of the dissolution of the Corporation, the Corporation shall, after paying or making provisions for the payment of all liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes set forth in Article THIRD of the Articles of Incorporation, or to such organization(s) selected by an affirmative vote of the Board, provided however, that any such organization(s) shall be exempt from federal income taxation under Section 501(c)(3) of the Code. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the Ohio county in which the Corporation’s principal office is then located at the time of dissolution, exclusively for such purposes or to such organization(s), as said Court shall determine to be organized and operated for charitable or educational purposes and exempt from federal income taxation under Section 501(c)(3) of the Code.
EIGHTH: PRIVATE FOUNDATION LIMITATIONS. In addition, if it is classified as a private foundation (as such term is defined by United States Internal Revenue Code Section 509), the Corporation shall be subject to the following restrictions:
(1) The Corporation shall distribute its income for each tax year at such time and in such manner as not to subject the Corporation to tax under Code Section 4942 or corresponding provisions of any subsequent federal tax laws;
(2) The Corporation shall not engage in any act of self-dealing, as defined in Code Section 4941(d) or corresponding provisions of any subsequent federal tax laws;
(3) The Corporation shall not retain any excess business holdings, as defined in Code Section 4943(c) or corresponding provisions of any subsequent federal tax laws;
(4) The Corporation shall not make any investments in such manner as to subject the Corporation to tax under Code Section 4944 or corresponding provisions of any subsequent federal tax laws; and
(5) The Corporation shall not make any taxable expenditures, as defined in Code Section 4945(d) or corresponding provisions of any subsequent federal tax laws.
NINTH: INDEMNIFICATION. Every person who is or has been a Director, officer, employee, agent, volunteer or other representative of the Corporation shall be indemnified by it against expenses and liabilities as set forth in the Code of Regulations of the Corporation or as determined by the Board.
TENTH: AMENDMENT. Any provision of these Articles of Incorporation may be amended by the affirmative vote of a majority of the Members provided that such amendment shall be consistent with the applicable provisions of Chapter 1702 of the Ohio Revised Code and Section 501(c)(3) of the Internal Revenue Code.
SECOND: PRINCIPAL OFFICE LOCATION. The place in Ohio where the principal office of the Corporation is to be located is at 2296 Valley View Drive, City of Rocky River, County of Cuyahoga, Ohio 44116.
THIRD: PURPOSE. The Corporation is organized and shall be operated exclusively for charitable and educational purposes within the meaning of 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 (the “Code”). The Corporation shall be permitted to exchange in any lawful activity that may be conducted by an Ohio nonprofit corporation that is exempt from federal tax by reason of being an entity organized for charitable and educational purposes, as described in Code Section 501(c)(3), or the corresponding provision of any future United States Internal Revenue law. This Corporation shall not engage in activities which are not in furtherance of the charitable and educational purposes set forth in this Article THIRD. (a) The Corporation shall serve to remember Eddie Miller and to commemorate how selfless he was, and what a great son, brother, and friend he was to all. The Corporation seeks to raise funds through philanthropic events to create awareness of mental illness, depression and suicide prevention. Funds shall be donated consistent with the wishes of the family of the late Eddie Miller, as affirmed by a majority vote of the Board, to such organization(s) that support individuals effected by mental illness, depression or suicide, including the American Federation for Suicide Prevention (“AFSP”) in Northern Ohio, provided however, that any such organization(s) shall be exempt from federal income taxation under Section 501(c)(3) of the Code.
FOURTH: FINANCIAL, DISTRIBUTION AND TAX RESTRICTIONS. The following restrictions shall apply to the corporation:
(a) No part of the assets of or the net earnings of the Corporation shall inure to benefit any member, trustee, or officer of the Corporation, or any private individual or entity (except that reasonable compensation may be paid for services rendered to or for the corporation effecting one or more of its purposes).
(b) In the event of the liquidation or dissolution of the Corporation, whether voluntary or involuntary, no member, trustee, or officer of the Corporation, or any private individual or entity shall be entitled to receive any distribution from the remaining assets of the Corporation or the proceeds thereof.
(c) No substantial part of the activities of the Corporation shall be the carrying on or propaganda or otherwise attempting to influence legislation, nor shall the corporation participate or intervene in (including the publication and distribution of statements) any political campaign on behalf of any candidate for public office.
(d) Notwithstanding any other provisions in these Articles, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from federal tax law under Code Section 501(c)(3) or by an organization, contributions to which are deductible under Code Section 170(b)(1)(A), or corresponding provisions of any future United States Internal Revenue law.
FIFTH: MEMBERS. The Corporation shall have no members. The Directors shall have the authority of members as provide for under Section 1702. 14 of the Ohio Revised Code.
SIXTH: BOARD OF DIRECTORS. The Corporation shall be controlled and managed under the direction of a Board of Directors (the “Board”), comprised of not less than three (3) persons.
SEVENTH: DISSOLUTION. In the event of the dissolution of the Corporation, the Corporation shall, after paying or making provisions for the payment of all liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes set forth in Article THIRD of the Articles of Incorporation, or to such organization(s) selected by an affirmative vote of the Board, provided however, that any such organization(s) shall be exempt from federal income taxation under Section 501(c)(3) of the Code. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the Ohio county in which the Corporation’s principal office is then located at the time of dissolution, exclusively for such purposes or to such organization(s), as said Court shall determine to be organized and operated for charitable or educational purposes and exempt from federal income taxation under Section 501(c)(3) of the Code.
EIGHTH: PRIVATE FOUNDATION LIMITATIONS. In addition, if it is classified as a private foundation (as such term is defined by United States Internal Revenue Code Section 509), the Corporation shall be subject to the following restrictions:
(1) The Corporation shall distribute its income for each tax year at such time and in such manner as not to subject the Corporation to tax under Code Section 4942 or corresponding provisions of any subsequent federal tax laws;
(2) The Corporation shall not engage in any act of self-dealing, as defined in Code Section 4941(d) or corresponding provisions of any subsequent federal tax laws;
(3) The Corporation shall not retain any excess business holdings, as defined in Code Section 4943(c) or corresponding provisions of any subsequent federal tax laws;
(4) The Corporation shall not make any investments in such manner as to subject the Corporation to tax under Code Section 4944 or corresponding provisions of any subsequent federal tax laws; and
(5) The Corporation shall not make any taxable expenditures, as defined in Code Section 4945(d) or corresponding provisions of any subsequent federal tax laws.
NINTH: INDEMNIFICATION. Every person who is or has been a Director, officer, employee, agent, volunteer or other representative of the Corporation shall be indemnified by it against expenses and liabilities as set forth in the Code of Regulations of the Corporation or as determined by the Board.
TENTH: AMENDMENT. Any provision of these Articles of Incorporation may be amended by the affirmative vote of a majority of the Members provided that such amendment shall be consistent with the applicable provisions of Chapter 1702 of the Ohio Revised Code and Section 501(c)(3) of the Internal Revenue Code.