Agenda - 12-03-2012 - 7a - Laserfiche WebLink

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11 Section 5.Parliamentary Authority. Roberts Rules of Order, Newly Revised, shall govern in all cases where they do not conflict with the Bylaws. Section 6.Objectives of Corporation. This corporation has been organized for the purposes set forth in the Articles of Incorporation and these Bylaws. No substantial part of the activities of the corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation and theCorporation 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 provisions of these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code or a corresponding provision of any future Federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding provision of any future Federal tax code. Section 7.Non Profit Corporation. No part of the net earnings shall inure to the benefit of or be distributable to its officers, directors or other persons in similar positions except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance ofthe purposes set forth herein. Section 8.Merger, Acquisition, Sale of Assets and Purchase of Assets.The Corporation may not effect a merger with any other corporation or entity, or acquire another corporation or entity, or consent to the acquisition of the Corporation by any other corporation, entity or individual, or allow the sale of all, or Page 9 of 10 substantially all, of the Corporation’s assets to any other corporation, entity or individual, or purchase all or substantially all of another corporation or entities assets, without the unanimous vote of all directors in office at the time such action is undertaken. Section 9.Liquidation of Assets. In the event of dissolution of the Corporation, by merger, acquisition or sale of assets, the Board of Directors for said purpose shall, after paying or making provision for the payment of all the liabilities and obligations of the Corporation, transfer and convey all remaining assets of the Corporation to an organizationwith an exempt purpose within the meaning of section 501(c)(3) of the Internal Revenue Code (or a corresponding section of any future Federal tax code) which is also a purpose similar to that of the Corporation. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas (known in the State of North Carolina as the Superior Court) of the county in which the principal office of the Corporationis 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. Approved April 5, 2004; Amended __________.