Agenda - 11-05-2003-9a - Laserfiche WebLink

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SENIOR CARE, INC -ARTICLES OF INCORPORATION PARAGRAPH 9: OTHER PROVISIONS 14 Section One.. The Corporation shall have all the powers granted non-profit corporations under the laws of the State of North Carolina. Notwithstanding anything herein to the contrary, the Corporation shall exercise only such powers as are in furtherance of the exempt purposes of organizations set forth in the sub-section of the Internal Revenue Code under which the Corporation chooses to qualify for exemption, as the same now exists, or as it may be amended form time to time. The Corporation is organized exclusively for charitable, educational and scientific purposes, including for such purpose the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or a corresponding section of any future Federal tax code. Section Two. The business and affairs of the corporation shall be managed by its Board of Directors. The Boazd of Directors shall consist of two designated director positions, to filled as follows: (1) One Director shall be the Director of the Orange County, North Carolina, Depaztment on Aging, In lieu of serving, the Director of the Department on Aging may appoint an individual from within that organization to serve in his or her stead. And, (2) One director shall be the County Manager for Orange County, North Carolina. In lieu of serving, the County Manager may appoint an individual from within County Government to serve in his or her stead. In addition, the Board of Directors shall consist of two appointed director positions, to be filled as follows: (1) One director shall be appointed by the Board of Directors of Caro] Woods Retirement Community in Chapel Hill, North Cazolina; and, (2) One director shall be appointed by the President and Chief Operating Officer of the University of North Cazolina Hospitals in Chapel Hill, North Carolina. Section Three, No pazt of the net eaznings 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 of the purposes set forth herein.. Section Four.. No substantial pazt of'the activities of the corporation shall be canying 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 provisions of these Articles, the Corporation shall not carry on any other activities not permitted to be cazried on (a) by an organization exempt fiom 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 aze deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding provision of any future Federal tax code, Section Five, The Corporation may not (i) effect a merger with any other corporation or entity, or (ii) acquire another corporation or entity, or (iii) consent to the acquisition of the Corporation by any other corporation, entity or individual, or (iv) allow the sale of all, or substantially all, of the Corporation's assets to any other corporation, entity or individual, or (v) 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 Six.. Upon Dissolution of the Corporation, 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 a governmental