Articles of Incorporation
ARTICLES OF INCORPORATION
of
THE WICOMICO NEIGHBORHOOD CONGRESS, INC.
(A non-stock, not-for-profit corporation)
FIRST:The undersigned, Michael A. Pretl, whose post office address is Riverton Wharf, Riverton, Maryland 21837-2204, being at least twenty-one (21) years of age, under and by virtue of the General Laws of the State of Maryland authorizing the formation of corporations, am forming a non-profit corporation without capital stock, pursuant to the Corporations and Associations Article of the Annotated Code of Maryland.
SECOND: The name of the corporation (which is hereinafter called "WNC”) is:
THE WICOMICO NEIGHBORHOOD CONGRESS, INC.
THIRD: The purposes for which WNC is formed are as follows:
A. Generally, to bring together the citizens of Wicomico County, Maryland, to improve the quality of life for all of our citizens by addressing issues of importance to our neighborhoods, and by empowering the citizens of our neighborhoods who express a mutual interest and shared commitment to preserve, protect and improve their living conditions.
B. To create a grassroots organization, independent of any political interests or entity, consisting primarily of representatives of neighborhood associations, with an emphasis on racial and economic diversity, committed to discuss and pursue educational, charitable, and advocacy goals which our citizens and neighborhoods hold in common.
C. To promote crime-free neighborhoods, to enhance and preserve property values, to encourage neighborhood involvement and cohesion, to strengthen our neighborhoods by uniting and organizing our citizens behind a common vision, and to develop strategies to realize our vision, all to enhance the safety, prosperity and environment of Wicomico County.
D. To research strategies for neighborhood involvement and improvement, to develop indigenous leadership in our neighborhoods for the betterment of the larger community, and to advocate for neighborhood interests with our elected and governmental leadership, without forming political alliances with any faction or narrow economic interests.
E. To raise funds to benefit these neighborhood efforts, causes, and allied organizations in Wicomico County, to support all manner of community efforts to improve the County’s living conditions and environment, and to urge government (through lobbying, and otherwise) to accept its responsibilities on behalf of the citizens of the region, to the future benefit of all.
F. To expend funds for educational programs and advocacy in support of these and related strategies for the betterment of Wicomico County and all of its citizens, and not for any individual or commercial benefit.
G. To create committees, councils and task forces, and to establish liaison with other public interest and advocacy organizations in Wicomico County, and with a variety of other organizations, individuals and entities striving to advance the interests of our citizens.
H. To own and acquire real and personal property by gift, grant, devise, purchase, loan, lease or otherwise, and to purchase, take, own, use, hold, improve, lease, sell, exchange, convey, transfer or in any manner dispose of real or tangible property in whole or in part within or without the State of Maryland.
I.To solicit and accept grants, donations and charitable contributions from various sources for such funding (including foundations and charitable and governmental agencies, businesses and individuals) to be maintained in accounts of WNC and used solely for the educational and charitable purposes of WNC, and not for any individual or commercial purposes.
J. To enter into, make and perform contracts of every kind in furtherance of those purposes with any person, firm, association or corporation, town, city, county, body politic, state, territory, government or colony or dependency thereof.
K. To have one or more officers and to hire a staff of professional, as well as of non-professional and clerical personnel, and to conduct all of its operations and to promote its objects and purposes within or without the State of Maryland, without restriction as to place or amount.
L. To hold such bank accounts as may be approved by the Board of Directors, to accept donations, gifts, grants, loans, fees and receipts of any kind, and to apply all such funds to the purposes of WNC.
M. To carry on any other types of activities in connection with the foregoing which may be necessary or useful to the furtherance of its primary purposes, and to operate not for profit but solely for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as the same may from time to time be amended.
N. No part of the assets of WNC, and no part of any net earnings of WNC, shall be divided among nor inure to the benefit of any officer or director of WNC or of any private individual, or be appropriated for any purposes other than the purposes of WNC herein set forth; and other than as permitted under Section 501(c)(3) of the Internal Revenue Code, no part of the activities of WNC shall be the carrying on of propaganda, or otherwise attempting in any substantial way to influence legislation; and WNC 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, except as permitted under the aforementioned Section 501(c)(3) of the Internal Revenue Code, and the regulations of the Internal Revenue Service.
O. Upon liquidation or dissolution of WNC, and after payment of all of the liabilities of WNC or due provision therefor, all of the assets of WNC shall be distributed to one or more organizations exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, as the Board of Directors sees fit.
P. The foregoing shall be construed as both objects and powers, and the enumeration thereof shall not be held to limit nor restrict in any manner the general powers conferred on WNC by the laws of the State of Maryland. WNC is empowered to do any and all things not inconsistent with these Articles nor in violation of law.
FOURTH: The post office address of the principal office of the Corporation in this State is:300 Corporation Road, Sharptown, Maryland 21861. The name and post office address of the Resident Agent of the Corporation in this State is the WNC Secretary: Mary Jane Marine, 300 Corporation Road, Sharptown, Maryland 21861. The Resident Agent is an individual actually residing in this State.
FIFTH: WNC shall have no capital stock, and its members shall be those neighborhood and allied organizations designated from time to time pursuant to the Bylaws.
SIXTH: The number of Directors of WNC shall be at least five, and no more than fifteen, and the number may be changed from time to time pursuant to the Bylaws.The names of the Directors who shall act until the first annual meeting, or until their successors are duly chosen and qualified, are:
Cindy Pilchard
Michael Pretl
Lena Wallop
Mary Jane Marine
Connie Strott
Dexter Lunsford
Kurt Dreschler
Dott Truitt
SEVENTH: The Board of Directors shall adopt Bylaws for the management, regulation, and control of the affairs of WNC, provided that such Bylaws shall not be inconsistent with these Articles nor with the laws of the State of Maryland. The Bylaws adopted by the Board of Directors may be amended at any time by affirmative vote of two-thirds majority of the entire Board at any meeting, after due notice of such proposed amendments pursuant to the Bylaws.
EIGHTH: The duration of WNC shall be perpetual.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this ____ day of March 2010, and acknowledge the aforegoing Articles of Incorporation to be my act and deed.
____________________________ ______________________________
WITNESS MICHAEL A. PRETL
CONSENT OF RESIDENT AGENT
Re: The Wicomico Neighborhood Congress, Inc.
Pursuant to Article Fourth of the Articles of Incorporation of the referenced new Corporation of the State of Maryland (WNC), and in accordance with Maryland law, I am qualified to serve – as a resident of the State of Maryland – and I hereby consent to serve as Resident Agent of the referenced Corporation.
Witness:
______________________________
Mary Jane Marine
300 Corporation Road
Sharptown, Maryland 21601
