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March 07, 2014

POSITIVE PATHS ARTICLES OF INCORPORATION OF POSITIVE PATHS (Arizona Non-Profit Corporation) 1. Name: The name of the Corporation is POSITIVE PATHS. 2. Purpose: This Corporation is organized and to be operated as a nonprofit corporation exclusively for charitable, scientific, literary or educational purposes, as a taxexempt organization under sections 501(a) and 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States revenue law). In furtherance of its exempt purpose, the Corporation will 1) administer property donated to the Corporation for charitable, scientific, literary or educational purposes; 2) distribute the donated property and the income from the property to or on behalf of qualified organizations and persons for charitable, scientific, literary or educational purposes; and 3) do and perform such acts as may be necessary or appropriate in carrying out the foregoing purposes of the Corporation. 3. Character of Business and Affairs: The character of affairs of the Corporation will be to: A. To invest in the education of women in our community to create a better future. B. Building, nurturing, and inspiring collaboration among a community of leaders that share our mission and purpose. C. Identify community priorities, fund solutions, and invest time and talent to generate change. D. Develop and create programs that unleash women's potential and advance women. 4. Prohibited Transactions: No part of the net earnings, gains or assets of the Corporation will inure to the benefit of, or be distributable to, its members, directors, officers or other private persons, or organizations organized and operated for a profit, 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 its exempt purposes. No substantial part of the activities of the Corporation will be the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation will not 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. Notwithstanding any other provision of these Articles, the Corporation will not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income taxation under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States revenue law) and/or (2) by a corporation, contributions to which are deductible under sections 170(c)(2), 2055(a)(2) and 2522(a)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States revenue law). 5. Dissolution and Liquidation. Upon the dissolution or liquidation of this Corporation, the board of directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, distribute all of the assets of the Corporation exclusively for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any future Federal tax code) or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed shall be disposed of by a court of competent jurisdiction of the county in which 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. 6. Liability and Indemnification. The personal liability of any director of the Corporation to the Corporation or its members or to other persons for monetary damages for breach of fiduciary duties as a director is hereby eliminated to the fullest extent allowed by the Arizona Revised Statutes, as amended from time to time. The Corporation shall indemnify, to the maximum extent from time to time permitted by applicable law, any person who incurs liability or expense by reason of such person acting as an incorporator, director, officer, employee, or agent of the Corporation. This indemnification shall be mandatory in all circumstances in which indemnification is permitted by law. 7. Board of Directors. The initial Board of Directors shall consist of four (4) directors. The names and addresses of the person who is to serve as the directors until the first annual meeting of the Board of Directors, or until their successors are elected and qualified are: Sandra Hudson, 1525 S. Greenfield Road, Mesa, AZ 85206; Kathleen Tilque, 119 N. Gilbert Road, #101, Gilbert, AZ 85234; Janice Parker, 1601 W. Main Street, Mesa, AZ 85201; Maria Hesse, P.O. Box 872108, Mail Code: 2108, Tempe, AZ 85287. The number of persons to serve on the Board of Directors thereafter shall be fixed by the Bylaws. 8. Statutory Agent. The name and address of the Statutory Agent of the corporation is Sandra Hudson, 1525 S. Greenfield Road, Mesa, AZ 85206. 9. Incorporator. The name and address of the incorporator is: Sandra Hudson, 1525 S. Greenfield Road, Mesa, AZ 85206. All powers, duties and responsibilities of the incorporator shall cease at the time of delivery of these Articles of Incorporation to the Arizona Corporation Commission. 10. Known Place of Business. The street address of the known place of business of the Corporation is 1525 S. Greenfield Road, Mesa, AZ 85206. 11. Discrimination: The Corporation will not practice or permit discrimination on the basis of sex, age, race, national origin, religion, physical handicap or disability. 12. Members. The Corporation will not have members. IN WITNESS WHEREOF, the undersigned incorporator has hereunto signed his name this 18th day of February, 2014. /s/ Sandra Hudson. 3/7, 3/14, 3/21, 2014 editions Arizona Capitol Times

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