ARTICLES
OF INCORPORATION
OF
COLLABORATIVE
PROFESSIONALS GROUP
OF NORTHEAST LOUISIANA, INC.
A
nonprofit corporation as defined
in
Title
12, Sections 201, et seq.
STATE OF
PARISH OF OUACHITA
BE IT KNOWN AND
REMEMBERED that on this, the ____ day of February, in the year of our Lord Two Thousand
and Five, before me, the undersigned notary public, duly commissioned,
qualified, and acting as such, in and for the state and parish aforesaid,
personally came and appeared , who declared that availing themselves of the
laws of the State of Louisiana, particularly Louisiana revised Statutes of
1950, Title 12, Sections 201, et seq., do by these presents organize themselves
and those who may hereafter become associated with them into a nontrading, nonprofit corporation, without stock, for the
objects and purposes and under the stipulations and agreements hereinafter set
forth, which they adopt as their charter, to wit:
ARTICLE
I.
NAME
The name of this corporation shall
be the Collaborative Professionals Group
of Northeast Louisiana, Inc.
ARTICLE II.
DURATION
This corporation shall have and
enjoy perpetual corporate existence, unless this corporation shall be
dissolved, merged or consolidated, pursuant to law.
ARTICLE III.
PURPOSES
Section 1. This corporation is a nonprofit corporation
as defined in Section 201, subsection 7, of Title 12, of the Louisiana Revised
Statutes, as amended, and it generally shall possess all the rights, powers,
privileges, capacities, and immunities which nonprofit corporations are
authorized and may hereafter be authorized to possess under the Constitution
and laws of this state, and particularly under Title 12, Section 201, et seq.,
of the Louisiana Revised Statutes.
Notwithstanding any other provisions
of these articles, the corporation shall not carry on any other activities not
permitted to be carried on by the corporation exempt from federal income tax
under Section 501(c)(3) of the Internal Revenue Code of 1954.
Section 2. This corporation is organized for the purpose
of providing and promoting an alternative to litigation for families in
transition as a result of divorce and to take all actions deemed necessary and
appropriate to fulfill that purpose to its full effect.
Section 3. In order to carry out its objects and
purposes, and without limitation of the powers conferred upon it by law, this
corporation shall be capable in law and shall have full power to purchase,
lease, receive, take, hold, own, possess, enjoy, administer, and retain to it
and its successors, property, land, rents, tenements, stock, goods, chattels,
and effects of whatever nature, kind, or quality, whether real, personal, or
mixed, by gift, grant, sale, lease, transfer, bequest, testament, legacy, or by
any other mode of conveyance or transfer whatsoever; and to give, grant,
bargain, sell, convey, transfer, alienate, effect, lease, mortgage,
hypothecate, and otherwise dispose of or encumber, and also to improve and
augment such property, land, rents, tenements, stock, goods, chattel, and
effects of all natures whatsoever of which it may become possessed. It shall have the power to make a corporate
seal and to break, alter, or abolish this seal and to break, alter, or abolish
this seal at pleasure; and further, it shall have power to sue and be sued in
its corporate name and to execute notes, bond, or other evidences of debt.
ARTICLE IV.
REGISTERED
OFFICE
The domicile of this corporation
shall be in the Parish of Ouachita, State of
ARTICLE V.
REGISTERED
AGENTS
The full name and post office
address of the corporation's registered agent is as follows:
Mrs.Wendy E.W. Giovingo
ARTICLE VI.
MEMBERSHIP
All persons who are interested in
the provision of a interdisciplinary team approach to
transitioning families as a result of divorce in
Membership in this corporation shall
not be assignable or otherwise transferrable, and
shall not be heritable, with no rights passing to heirs or legatees upon the
death of a member.
ARTICLE VII.
BOARD
OF DIRECTORS
Section 1. All corporate powers of this corporation
shall be vested in and all business and affairs shall be managed by a Board of
Directors.
Section 2. The Board of Directors of this corporation
shall consist of no fewer than five (5) nor more than twelve (12) members, to be
appointed in this charter and to serve in such capacity until they are replaced
by the voting membership of this corporation. Board members shall be selected by the voting
membership as fully set out and prescribed by the bylaws. No person shall be elected to the Board of
Directors who is not a member in good standing of the corporation.
Section 3. The Board of Directors shall be elected by
the membership annually and shall serve until their successors are elected and
qualified. After election, the Board of
Directors shall elect from their number a chairman, who shall also be president
of this corporation; a vice president; a secretary; and a treasurer. Any vacancy occurring among the Board of
Directors of this corporation by death, resignation, or otherwise shall be
filled by election by the Board of Directors of the corporation for the
unexpired term.
Section 4. The Board of Directors shall have the power
to sell, purchase, mortgage, or hypothecate any real property standing in the
name of the corporation or to be acquired by the corporation, subject to the
approval of the membership thereof duly convened.
Section 5. The Board of Directors shall establish the
frequency of its own meetings and shall provide for call meetings upon request
of a majority of the membership thereof.
A majority of the Board of Directors present in person or by proxy shall
constitute a quorum for any meeting held by the said Board.
Section 6. The first Board of Directors of this
corporation shall be composed of the following persons who shall serve until
their successors are duly elected and qualified:
class=Section3>
Susan
Belsom,
Wendy
Giovingo,
Dr.
Ned Jabour,
Caroline
Cascio,
Lynne
Thomas,
class=Section4>
ARTICLE VIII.
MEETINGS
Section 1. There shall be an annual meeting of the
membership of this corporation on or before the last day of January of each
year, the specific date to be selected by the Board of Directors.
Section 2. Other special meetings of the membership of
this corporation may be called any time by the President or by the Board of
Directors. At the written request of not
less than twenty-five percent (25%)of the membership
in good standing, a meeting of this corporation shall be called by the Board of
Directors.
Section 3. Notification to the members of this
corporation of any meeting of the members to be held as hereinabove provided
shall be given by
written notice of said meeting. The
time, place, and date on which the said meeting shall be held shall be included
in said notice. Notice to the members
shall be given at least fifteen (15) days prior to the date on which a
meeting is called.
ARTICLE IX.
GENERAL
Section 1. No part of the net earnings of the
corporation shall inure to the benefit of or be distributable to its members,
directors, officers, or other persons, 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
in Article III, Section 2, hereof. 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 publishing
or distribution of statements) any political campaign on behalf of any
candidate for public office. Notwithstanding
any other provision of these articles, the corporation shall not carry on any
other activities not permitted to be carried on (a) by 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) by a corporation that the contributions to which are
deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the
corresponding provision of any future United States Internal Revenue Law).
Section 2. No member of this corporation shall ever be
personally liable or responsible for any debts, liabilities, or obligations of
this corporation nor shall any member of this corporation have any share or
interest in any of the assets or income of this corporation which is organized
as a nonprofit corporation, the assets of which shall belong solely to the
corporation itself. If any member ceases
to be a member of this corporation, he shall have no interest in any of the
property, rights, or credits of the corporation.
Section 3. Upon the dissolution of the corporation, the
Board of Directors shall, after paying or making provision for the payment of
all of the liabilities of the corporation, dispose of all of the assets of the
corporation exclusively for the purposes of the corporation in such manner or
to such organization or organizations organized and operated exclusively for
charitable, educational, religious, or scientific purposes as shall at the time
qualify as an exempt organization or organizations under Section 501(c)(3) of
the Internal Revenue Code of 1954 (or corresponding provision of any future
United States Internal Revenue Law), as the Board of Directors shall
determine. Any such assets not so
disposed of shall be disposed of by the Fourth District Court in and for the
Parish of Ouachita or the district court of the parish in which the principal
office of the corporation is then located, exclusively for the such purposes or
to such organization or organizations as said Court shall determine, which are
organized and operated exclusively for such purposes.
ARTICLE
X.
INCORPORATORS
The full name and addresses of the
incorporator of this corporation is as follows:
class=Section5>
Wendy
E. W. Giovingo
Snellings, Breard, Sartor, Inabnett
&
Trascher, L.L.P.
ARTICLE XI.
AMENDMENT
OF THE ARTICLES OF INCORPORATION
These articles may be modified,
altered, or amended by the majority vote of the members present at any annual or
special meeting of the corporation held pursuant to Article VIII.
THUS DONE AND SIGNED at
WITNESSES:
___________________________________ _________________________________
Wendy
E.W. Giovingo, Incorporator
___________________________________
___________________________________
NOTARY
PUBLIC