Green Acton Articles of Incorporation

The Articles of Incorporation are filed with the Secretary of State’s office. The two most important ones are also here: Article II (the purposes of the corporation) and Article IV (additional provisions)

ARTICLE II

Purposes of the Corporation

The purpose of the corporation is to engage in the following activities:

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 now in effect or as it may hereafter be amended, or under any successor section thereto (the “Code”), and regulations promulgated thereunder. The purposes of this Corporation include, but are not limited to, the following:

1. To educate and advocate for public health and environmental safety, and on environmental issues, including but not limited to:

1. The reduction, reuse, and recycling of materials;
2. Energy efficiency and sourcing;
3. Local and regional food production and consumption; and
4. Sustainable, environmentally sound practices.

2. To offer advice and review on matters of environmental quality and public agency environmental programs, policies, or functions;
3. To raise funds necessary to sustain the foregoing activities and to expend such funds exclusively for the Corporation’s charitable and educational purposes;
4. To engage in any lawful act or activity in furtherance of the foregoing and in furtherance of the charitable and educational purposes of the Corporation as are permitted under Chapter 180 of the Massachusetts General Laws; and
5. To engage in and carry on any other activities not inconsistent with these purposes, which are permitted to a corporation organized under Chapter 180 of the Massachusetts General Laws, but only to the extent that such activities shall not preclude classification of the Corporation as an organization exempt under section 501(c)(3) of the Code.

The foregoing clauses shall be construed as both purposes and powers, and the enumeration of specific powers therein shall not be held to limit or restrict in any manner the general powers of the Corporation as are permitted under Chapter 180 of the Massachusetts General Laws.

GREEN ACTON, INC.

ARTICLE IV

Additional Provisions

1. The Corporation shall have in furtherance of its corporate purposes all of the powers specified in section 6 of Chapter 180 and in sections 9 and 9A of Chapter 156B of the Massachusetts General Laws (except those provided in paragraph (m) of Section 9 as now in force or as hereafter amended; provided, however, that no such power shall be exercised in a manner inconsistent with said Chapter 180 or any other chapter of the Massachusetts General Laws or inconsistent with the exemption from federal income tax to which the Corporation shall be entitled under section 501(a).
2. Notwithstanding any other provision of these Articles, the Corporation is organized to and shall only carry on activities permitted to be carried on by a corporation exempt from federal income taxation under section 501(a) of the Code as an organization described in section 501(c)(3) of the Code, contributions to which are deductible under sections 170(a), 2055(a) and 2522 of the Code. All powers of this Corporation shall be exercised only in such manner as will assure the operation of this Corporation exclusively for charitable and educational purposes, as defined in sections 170(c) and 501(c) of the Code, it being the intention that this Corporation shall be exempt from federal income taxation under section 501(a) of the Code as an organization described in section 501(c)(3) of the Code, contributions to which are deductible pursuant to sections 170(a), 2055(a), and 2522 of the Code, and all purposes and powers herein shall be interpreted and exercised consistent with this intention.
3. Except as may be otherwise required by law, the Corporation may at any time, by the affirmative vote of at least two-thirds of the directors of the Corporation, merge or consolidate with or into any corporation which is organized and operated as an organization described in section 501(c)(3) of the Code and organized for any one or more of the purposes of the Corporation as set forth in these Articles of Organization, as from time to time amended, or for purposes substantially similar thereto.
4. No part of the assets or net earnings, if any, of the Corporation shall inure to the benefit of, or be distributable to, any member, director or officer of the Corporation or other private individual, except that the Corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes as set forth in Article II. No substantial part of the activities of the Corporation shall consist of the carrying on of propaganda or otherwise attempting to influence legislation. In connection with such activities, the Corporation may choose to make an election to apply the expenditure test as provided under section 501(h) of the Code. The Corporation shall not directly or indirectly participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office. It is intended that the Corporation shall be entitled to exemption from federal income tax under section 501(c)(3) of the Code and shall not be a private foundation under section 509(a) of the Code.
5. If and so long as the Corporation is a private foundation (as that term is defined in section 509 of the Code), then notwithstanding any other provisions of these Articles of Organization or the Bylaws of the Corporation, the following provisions shall apply:

1. the Corporation shall at all times conduct its affairs in conformity with the provisions of Chapter 68A of the Massachusetts General Laws;
2. the income of the Corporation for each taxable year shall be distributed at such time and in such manner as not to subject the Corporation to the tax on undistributed income imposed by section 4942 of the Code; and
3. the Corporation shall not engage in any act of self-dealing (as defined in section 4941(d) of the Code), nor retain any excess business holdings (as defined in section 4943(c) of the Code), nor make any investments in such manner as to subject the Corporation to tax under section 4944 of the Code, nor make any taxable expenditures (as defined in section 4945(d) of the Code).

6. The Corporation shall not discriminate on the basis of race, religion, national origin, gender, sexual orientation, age, income, culture or physical ability in administering its policies and programs.
7. Except as may be otherwise required by law or by the Bylaws of the Corporation, these Articles of Organization may be amended from time to time by an affirmative vote of at least two-thirds of the directors of the Corporation entitled to vote thereon; provided, however, that no such amendment shall in any way authorize or permit the Corporation to be operated other than exclusively for charitable and educational purposes, or for any purpose or in any manner that would deprive the Corporation of its status as an organization described in section 501(c)(3) of the Code.
8. No officer or director of the Corporation shall be personally liable to the Corporation for monetary damages for, or arising out of, a breach of fiduciary duty as an officer or director of the Corporation notwithstanding any provision of law imposing such liability; provided, however, that this provision shall not eliminate or limit the liability of an officer or director, to the extent that such liability is imposed by applicable law, (i) for any breach of the officer’s or director’s duty of loyalty to the Corporation, (ii) for any act of self-dealing (as defined in section 4941(d) of the Code), (iii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iv) for any transaction from which the officer or director derived an improper personal benefit. This provision shall not eliminate or limit the liability of an officer or director for any act or omission occurring prior to the date upon which this provision becomes effective. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any officer or director for or with respect to any acts or omissions of such officer or director occurring prior to such amendment or repeal.
9. The directors may make, amend, or repeal the Bylaws of the Corporation in whole or in part by an affirmative vote of at least two-thirds of the directors of the Corporation. No adoption, amendment, or repeal of the Bylaws shall in any way authorize or permit the Corporation to be operated other than exclusively for charitable and educational purposes or for any other purpose or in any manner that would deprive the Corporation of its status as an organization described in section 501(c)(3) of the Code.
10. Except as may be otherwise required by law or by the Bylaws of the Corporation, the Corporation may at any time, by the affirmative vote of at least two-thirds of the directors of the Corporation, sell, lease, exchange or otherwise dispose of all or substantially all of its property and assets upon such terms and conditions as it deems expedient, except that no such vote shall be required if such action does not involve or will not result in a material change in the nature of the activities conducted by the Corporation; provided, however, that to the extent the Corporation constitutes a public charity under the Massachusetts General Laws, the Corporation shall, if the sale, lease, exchange or other disposition of all or substantially all of its property and assets involves or will result in a material change in the nature of the activities conducted by the Corporation, provide no less than 30 days advance written notice to the Public Charities Division of the Attorney General of Massachusetts of such sale, lease, exchange or other disposition.
11. Except as may be otherwise required by law or by the Bylaws of the Corporation, the Corporation may, at any time, authorize a petition for its dissolution to be filed pursuant to section 11A of Chapter 180 of the Massachusetts General Laws; provided, however, that in the event of any liquidation, dissolution, termination or winding up of the Corporation (whether voluntary, involuntary or by operation of the law), the property or assets of the Corporation remaining after providing for the payment of its debts and obligations shall be conveyed, transferred, distributed and set over in accordance with section 11A of Chapter 180 of the Massachusetts General Laws to such other charitable and educational institutions or organizations, created and organized for nonprofit purposes similar to those of the Corporation, contributions to which nonprofit institutions or organizations are deductible under section 170 of the Code and which qualify as exempt from income tax under section 501(c)(3) of the Code, as at least two-thirds of the directors of the Corporation may by vote designate and in such proportions and in such manner as may be determined in such vote; provided, further, that the Corporation’s property may be applied to charitable and educational purposes in accordance with the doctrine of cy pres in all respects as a court having jurisdiction in the premises may direct.