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Charter of Smoky Mountain Blues Society
The undersigned acting
as incorporator(s) of a nonprofi t corporation under
the Tennessee Nonprofit Corporation Act adopts the following Articles of
Incorporation.
1. The name of the
corporation is
2.a. This corporation is a
public benefit corporation.
2.b. This corporation is not
a religious corporation.
2.c. The corporation will not
have members.
3. The corporation’s
registered agent and registered office shall be:
4. The incorporator
shall be:
5. The street address of
the principal office shall be:
6. The corporation shall
not be for profit.
7. This document is to be effective upon filing
with the Secretary of State of Tennessee
8.. The corporation is
organized exclusively for charitable and educational purposes,
including for such purposes, the
making of distributions to organizations that qualify as exempt
organizations under section 501(c)(3)
of the Internal Revenue Code, or corresponding sections of any
future federal tax code.
9. Notwithstanding any
other provision of these articles, this corporation shall 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 1954 or the
corresponding provision of any future
United States Internal
Revenue law or (b) a corporation contributions to
which are deductible under
Section 170(c)(2) of the Internal Revenue Code of 1954 or corresponding
sections of any future Internal
Revenue
law.
10. In the event of
dissolution, the residual assets of the organization shall be turned over to
one or
more organizations which
themselves are recognized as exempt under Sections 501(c)(3) and
170(c)(2)
of the Internal Revenue Code of 1954 or corresponding sections of any prior or
future
Internal
Revenue Code, or to the federal, state or local government for exclusive public
purpose.
11. The primary purpose
of the corporation is to preserve, promote and perpetuate blues music and its
heritage, and, by so doing, to help foster unity among people of all ages,
races, creeds, and economic levels. To
this end the most important activity of the society will be the development and
implementation of a Blues in the Schools program to expose students and the
general public to blues music and its heritage in the
12. The corporation
shall, in addition, be empowered to carry out any activities authorized by the
Tennessee Nonprofit
Corporation Act and that may be carried out by organizations that are exempt
under Sections 501(c)(3) and
170(c)(2) of the Internal Revenue Code.
13. The corporation
shall make or pay no compensation, loan or other payment to any officer, board
member, creator or
organizer of the corporation, or substantial contributor to it, except as
reasonable
compensation for goods or services
rendered or as reasonable reimbursement for authorized
expenditures incurred on behalf of
the corporation. No part of the corporation’s assets or net earnings,
current or accumulated, shall
ever be distributed to or divided among such persons or private
individuals, pursuant to the
provisions of Section 501(c)(3).
14. No substantial part
of the activities of the corporation shall be the carrying on of propaganda or
otherwise attempting to influence
legislation. The corporation shall not participate in, or intervene in any
way (including the
publishing or distribution of statements) in any political campaign or on
behalf of or
in opposition to any
candidate for public office.
15. Under the authority
of Section 48-52-102(b)(3) of the Tennessee Nonprofit
Corporation Act, a
director shall not be personally
liable to the corporation or its members for monetary damages for breach
of fiduciary duty as a
director, except that this provision shall not eliminate or limit the liability
of a
director for:
a. Any breach of the director’s duty of
loyalty to the corporation or its members; or
b. Any acts or omissions not in good faith
or which involve intentional misconduct or a knowing
violation of
law; or
c. Any unlawful distribution of assets in
violation of Section 48-58-304 of the Tennessee Nonprofit
Corporation Act.
16. The corporation
shall not discriminate against any person on the basis of race, color, sex, national
origin, religion, handicapping
condition, age and any other basis prohibited by law. This policy of
Nondiscrimination
applies to the hiring of personnel, election of board members, provision of services to
the public, contracting for
and purchasing of services and all other activities of the corporation. This
policy of nondiscrimination
includes, but is not limited to, a commitment to full compliance with Title
VI of the Civil Rights
Act of 1964; Section 504 of the Rehabilitation Act of 1973, the Age
Discrimination Act of
1975, and any subsequent amendments to these statutes.
Dated this 15st day of June , 2009
_______________________________________
Incorporator