AMENDED AND RESTATED ARTICLES OF INCORPORATION
THE CHURCH IN ST.AMANT
Pursuant to the provisions of the Chapter 2, Title 12, of the Louisiana Revised Statutes of 1950, the Louisiana Nonprofit Corporation Law, as amended (the “Law”), The Church in St.Amant, (the “Corporation”), hereby adopts the following Amended and Restated Articles of Incorporation.
The name of the Corporation is The Church in St.Amant. The Corporation was incorporated on July 2, 2010, pursuant to Chapter 2, Title 12, of the Louisiana Revised Statutes of 1950, the Louisiana Nonprofit Corporation Law.
The Amended and Restated Articles of Incorporation amend the prior articles of the corporation by expanding the purposes of the corporation; by expanding the powers of the corporation; by clarifying the article related to membership; by expanding the article related to the board of directors; by adding a provision for limitation of liability of directors; by adding an indemnification clause; by adding a provision for action by written consent; and by adding provisions for amendment of these articles.
The Corporation hereby adopts restated articles of incorporation, and all previous amendments thereto are hereby deleted in their entirety and are amended and restated as set forth in Exhibit A. Each such amendment has been effected in conformity with the provisions of Chapter 2, Title 12, of the Louisiana Revised Statutes of 1950, the Nonprofit Corporation Law, and such restated articles of incorporation and each such amendment made by the restated articles were adopted on July 2, 2010, in the following manner:
The amended and restated articles of incorporation, and the amendments made by such amended and restated articles, were adopted at a duly called meeting of the Board of Directors of the Corporation held on July 2, 2010, and received three votes in favor of the amended and restated articles of incorporation and zero votes against the amended and restated articles, as only the Board of Directors are members having voting rights in respect thereof.
The Articles of Incorporation and all amendments thereto are hereby superseded by the attached Amended and Restated Articles of Incorporation (Exhibit A) which accurately copy the entire text thereof including any previous amendments and as amended as set forth above.
AMENDED AND RESTATED ARTICLES OF INCORPORATION
THE CHURCH IN ST.AMANT
The Church in St.Amant (the “Corporation”) hereby adopts the following Amended and Restated Articles of Incorporation for such Corporation pursuant to the provisions of Chapter 2, Title 12, of the Louisiana Revised Statutes of 1950, the Louisiana Nonprofit Corporation Law, as amended (the “Law”).
The name of the Corporation is The Church in St.Amant. The Corporation is hereby amended pursuant to Chapter 2, Title 12, of the Louisiana Revised Statutes of 1950, the Nonprofit Corporation Law.
The Corporation is a nonprofit corporation organized under the Law and shall have all of the powers, duties, authorizations, and responsibilities as provided therein. Notwithstanding the foregoing, the Corporation shall neither have nor exercise any power, nor engage directly or indirectly in any activity that would invalidate its status as an organization exempt from federal income tax and described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision or provisions of any subsequent United States Internal Revenue law or laws (the “Internal Revenue Code of 1986”).
The period of the Corporation’s duration is perpetual, notwithstanding subsequent action by the Board of Directors.
The Corporation is formed for any lawful purpose or purposes not expressly prohibited under the Louisiana Nonprofit Corporation Law. The Corporation is organized and shall be operated exclusively for religious, charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Notwithstanding the foregoing, the Corporation’s purposes also include the limited participation of the Corporation in any other activities, including taxable activities, but only to the extent the activities would be permitted by a tax-exempt organization. More particularly, but without limitation, the purposes of this Corporation are:
(a) To promote the Christian religion by any appropriate form of expression, within any available medium, and in any location, through the Corporation’s combined or separate formation, of a church, ministry, charity, school, or eleemosynary institution, without limitation.
(b) To establish and maintain a place of worship of the Almighty God, our Heavenly Father; to provide for Christian fellowship; to propagate the gospel of Jesus Christ both at home and in foreign lands; and to support and send missionaries throughout the world;
(c) To ordain, employ and discharge ordained ministers of the Gospel, and others, to conduct and carry on divine services at the place of worship of the Corporation, and elsewhere.
(d) To collect and disburse any and all necessary funds for the maintenance of said Corporation and the accomplishment of its purpose within the State of Louisiana and elsewhere.
(e) To make distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended.
(f) This Corporation is also organized to promote, encourage, and foster any other similar religious, charitable and educational activities; to accept, hold, invest, reinvest and administer any gifts, legacies, bequests, devises, funds and property of any sort or nature, and to use, expend, or donate the income or principal thereof for, and to devote the same to, the foregoing purposes of the Corporation; and to do any and all lawful acts and things which may be necessary, useful, suitable, or proper for the furtherance of accomplishment of the purposes of this Corporation. Provided, however, no act may be performed which would violate Section 501(c)(3) of the Internal Revenue Code of 1986, as it now exists or as it may hereafter be amended.
(g) Statement on Marriage and Sexuality – We believe the term “marriage” has only one meaning and that is marriage sanctioned by God which joins one man and one woman in a single, exclusive union, as delineated in Scripture. We believe that God intends sexual intimacy to only occur between a man and a woman who are married to each other. We believe that God has commanded that no intimate sexual activity should occur outside of a marriage between a man and a woman.
We believe that any form of sexual immorality, such as adultery, fornication, homosexuality, bisexual conduct, bestiality, incest, pornography or any attempt to change one’s sex, or disagreement with one’s biological sex, is sinful and offensive to God.
We believe that in order to preserve the function and integrity of the church as the local Body of Christ, and to provide a biblical role model to the church members and the community, it is imperative that all persons employed by the church in any capacity, or who serve as volunteers, should abide by and agree to this Statement on Marriage and Sexuality and conduct themselves accordingly.
Because we believe in the biblical teaching that marriage is between one man and one woman, marriages outside those parameters will not be performed by church ministers or on church property.
We believe that God offers redemption and restoration to all who confess and forsake their sin, seeking His mercy and forgiveness through Jesus Christ.
We believe that every person must be afforded compassion, love, kindness, respect, and dignity. Hateful and harassing behavior or attitudes directed toward any individual are to be repudiated and are not in accord with Scripture nor the doctrines of the church.
Statement of Biblical Authority
“The statement of faith does not exhaust the extent of our faith. The Bible itself, as the inspired and infallible Word of God that speaks with final authority concerning truth, morality, and the proper conduct of mankind, is the sole and final source of all that we believe. For purposes of church doctrine, practice, policy, and discipline, our Board of Directors is the church’s final interpretive authority on the Bible’s meaning and application.”
Statement of Purpose
The church’s facilities were provided through God’s benevolence and by the sacrificial generosity of church members. The church desires that its facilities be used for the fellowship of the Body of Christ and always to God’s glory. Although the facilities are not generally open to the public, we make our facilities available to approved non-member persons and groups as a witness to our faith, in a spirit of Christian charity, and as a means of demonstrating the Gospel of Jesus Christ in practice.
However, facility use will not be permitted to persons or groups holding, advancing, or advocating beliefs, or advancing, advocating, or engaging in practices that conflict with the church’s faith or moral teachings, which are summarized in, among other places, the church’s constitution and bylaws. Nor may facilities be used for activities that contradict, or are deemed by the pastor as inconsistent with, or contrary to the church’s faith or moral teachings. The pastor, or his official designee, is the final decision-maker on whether a person or group is allowed to use church facilities.
This restricted facility use policy is necessary for two important reasons. First, the church may not in good conscience materially cooperate in activities or beliefs that are contrary to its faith. Allowing its facilities to be used for purposes that contradict the church’s beliefs would be material cooperation with that activity, and would be a grave violation of the church’s faith and religious practice. See 2 Corinthians 6:14; 1 Thessalonians 5:22.
Second, it is very important to the church that it presents a consistent message to the community, which the church staff and members conscientiously maintain as part of their witness to the Gospel of Jesus Christ. To allow facilities to be used by groups or persons who express beliefs or engage in practices contrary to the church’s faith would have a severe negative impact on the message that the church strives to promote. It could also be a source of confusion and scandal to church members and the community because they may reasonably perceive that by allowing use of our facilities, the church is in agreement with the beliefs or practices of the persons or groups using church facilities.
Therefore, in no event shall persons or groups who hold, advance, or advocate beliefs, or advance, advocate, or engage in practices that contradict the church’s faith use any church facility. Nor may facilities be used in any way that contradicts the church’s faith. This policy applies to all church facilities, regardless of whether the facilities are connected to the church’s sanctuary, because the church sees all of its property as holy and set apart to worship God. See Colossians 3:17.
POWERS AND RESTRICTIONS
Except as otherwise provided in these Articles and in order to carry out the above-stated purposes, the Corporation shall have all those powers set forth in the Law, as it now exists or as it may hereafter be amended. Moreover, the Corporation shall have all implied powers necessary and proper to carry out its express powers. The powers of the Corporation to promote the purposes set out above are limited and restricted in the following manner:
(a) The Corporation shall not pay dividends, and no part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its organizers, officers or other private persons, except that the Corporation shall be authorized and empowered to make payments and distributions (including reasonable compensation for services rendered to or for the Corporation) in furtherance of its purposes as set forth in these Articles. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication 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 carried on by (i) a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws, or (ii) a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws.
(b) In the event this Corporation is in any one year a “private foundation” as defined by Section 509(a) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws, it shall be required to distribute its income for such taxable year at such time and in such manner as not to subject the foundation to taxation under Section 4942 of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws; and further shall be prohibited from: (i) any act of “self dealing” as defined in Section 4941(d) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws; (ii) retaining any “excess business holdings” as defined by Section 4943(c) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws; (iii) making any investments in such manner as to subject the foundation to taxation under Section 4944 of the Internal Revenue Code of 1986, as amended, or corresponding provisions any subsequent federal tax laws; or (iv) making a taxable expenditures as defined in Section 4945(d) of the internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws.
(c) The Corporation shall not accept any gift or grant if the gift or grant contains major conditions which would restrict or violate any of the Corporation’s religious, charitable or educational purposes or if the gift or grant would require serving a private as opposed to a public interest.
Upon the dissolution of the Corporation, the Corporation shall, after paying or making provision for payment of all the liabilities of the Corporation, distribute all of the assets of the Corporation to any organization designated by the board of directors of the Corporation which is of like faith and order and is exempt from taxes under Internal Revenue Code Section 501(c)(3) (or the corresponding provision of any future tax law of the United States).
The Corporation shall have one or more classes of members, as provided by the Bylaws.
REGISTERED OFFICE AND AGENT
The street address of the registered office of the Corporation is 13423 Hwy 431, St.Amant, Ascension Parish, Louisiana 70774. The name of the registered agent at this office is Mark A. Stermer.
BOARD OF DIRECTORS
Plenary power to manage and govern the affairs of the Corporation is vested in the board of directors (the “Board”) of the Corporation. The qualifications, manner of selection, duties, terms, and other matters relating to the Board of Directors of the Corporation shall be provided in the Bylaws. The current Board of Directors consists of three (3) persons. The number of directors may be increased or decreased pursuant to the Bylaws. The number of directors may not be decreased to less than three. Directors need not be residents of Louisiana. The current Board of Directors shall consist of the following persons at the following addresses:
Name of Director Street Address
Mark A. Stermer 10523 T. C. Savoy Lane
St.Amant, LA 70774
Lee Domingue 17732 Highland Road Suite G175
Baton Rouge, LA 7810
Casey Tanner 43447 Tanner Road
Gonzales, LA 70737
Gene Mills 881 River Road
Sunshine, LA 70780
Dr. Raleigh Washington P.O. Box 11798
Denver, CO 80211
Kirk Johnson 13275 Olivia Lane
Gonzales, LA 70737
Earl J. Martin, III 21808 Rabbit Run Drive
Baton Rouge, LA 70817
LIMITATION ON LIABILITY OF DIRECTORS
A director is not liable to the Corporation or members for monetary damages for an act or omission in the director’s capacity as director except to the extent otherwise provided by a statute of the State of Louisiana.
To the extent provided in the Bylaws, the Corporation may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in litigation or other proceedings because the person is or was a director or other person related to the Corporation as provided by the provisions in the Law governing indemnification.
All references in these Amended and Restated Articles of Incorporation to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.
ACTION BY WRITTEN CONSENT
Action may be taken by use of signed written consents by the number of members, directors, or committee members whose vote would be necessary to take action at a meeting at which all such persons entitled to vote were present and voted. Each written consent must bear the date of signature of each person signing it. A consent signed by less than all of the members, directors, or committee members is not effective to take the intended action unless consents, signed by the required number of persons, are delivered to the Corporation within sixty (60) days after the date of the earliest dated consent delivered to the Corporation. Delivery must be made by hand, or by certified or registered mail, return receipt requested. The delivery may be made to the corporation’s registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or an officer or agent having custody of books in which the relevant proceedings are recorded. If the delivery is made to the Corporation’s principal place of business, the consent must be addressed to the president or principal executive officer.
The Corporation will give prompt notice of the action taken to persons who do not sign consents. If the action taken requires documents to be filed with the secretary of state, the filed documents will indicate that the written consent procedures have been properly followed.
A telegram, telex, cablegram, or similar transmission by a member, director, or committee member, or photographic, facsimile, or similar reproduction of a signed writing is to be regarded as being signed by the member, director, or committee member.
These Articles may be amended by a vote of two-thirds (2/3) of the members of the Board of Directors, as provided in the Bylaws.
Such Amended and Restated Articles of Incorporation were authorized by Resolution by the Board of Directors adopted at a meeting duly called on the 2nd day of July 2010, and received three votes in favor of adoption and zero votes against adoption.
IN TESTIMONY WHEREOF, we the undersigned Board of Directors have caused these Amended and Restated Articles of Incorporation to be signed this ______ day of _______________, 2014.
THE CHURCH IN ST.AMANT
Mark A. Stermer, President-Director
Casey Tanner, Secretary/Treasurer-Director
Lee Domingue, Director
Gene Mills, Director
Dr. Raleigh Washington, Director
Kirk Johnson, Director
Earl J..Martin, III, Director
Sworn to and subscribed before men this ______ day of ________________, 2015.
Notary Signature, Printed Name and Notary/Bar Roll Number