Articles Of Incorporation
Article II- Purpose
This corporation is organized and at all times shall be operated exclusively for charitable purposes within the meaning of that term as used in Section 501 ( c)(3) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended (the ‘Code”) and, in furtherance of such charitable purposes, shall undertake the establishment, improvement, operation, maintenance and conservation of public parks, promenades and other public green spaces in Redford for the recreation and enjoyment to the general public. The corporation’s purposes include (i) identifying, soliciting, collecting and administering private and public sources of funding for exclusively charitable and educational purposes and undertaking projects determined by the corporate board, (ii)assisting the community and government in developing a vision and plan for community-based design and development of parks and their use, (ii) developing venues for the arts and representations of the arts in public and private spaces, (iii) create programming activities designed to foster broad-based community support for, understanding of, and participation in activities and events related to parks, recreation and the arts including a respect for ecology and conservation standards, and accessible design standards.
The corporation shall not engage in any activity or make any contribution for any purpose which is not exclusively for charitable purposes. No part of the corporation’s net earning shall inure to the benefit of any private shareholder or individual and no substantial part of the corporations’ activities shall be to carry on propaganda or otherwise attempt to influence legislation. The corporation shall 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.
This corporation may use its funds in cooperation with existing private and public entities in furtherance of any of the purposes described herein.
Upon dissolution of the organization, all assets, real and personal, shall be distributed for one or more exempt purposes within the meaning of Section 501( c)(3) of the Internal Revenue Code, or corresponding section 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 disposed of shall be disposed of by the circuit court of the county in which the principal office of the organization is then 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.
Notwithstanding any other provisions of these Articles, the corporation shall not carry on any activity not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c )(3) of the Code or (b) by a corporation, contributions to which are deductible under Sections 170(c)(2), 20055(a) , and 2522(a)(2) of the Code
- to the fullest extent permitted by Act 162, Public Acts of 1982, being Section 450.2101 of the Michigan Compiled Laws, et. Seq., as amended, the corporation assumes the liability for all acts or omissions of the corporations’ volunteer directions, volunteer officers or other volunteers occurring on or after the effective date of the relevant provisions of Section 209 of Act 162, Public Acts of 1982, being Section 450.2209 of the Michigan Compiled Laws, granting limited liability, if all of the following are met:
- the volunteer was acting or reasonably believed she or he was acting within the scope of her or his authority.
- The volunteer was acting in good faith.
- The volunteer’s conduct did not amount to gross negligence or willful and wanton misconduct.
- The volunteer’s conduct was not an intention tort.
- The volunteer’s conduct was not a tort arising out of the ownership, maintenance, or use of a motor vehicle for which tort liability may be imposed as provided in Section 3115 of the Insurance Code of 1956, Act No. 218 of the Public Acts of 1956, being Section 500.3135 of the Michigan Compiled Laws.
- It is the intention and purpose of this Article that by reason of the forgoing provisions a claim for monetary damages for a volunteer’s acts or omissions shall not be brought or maintained against a volunteer but shall be brought and maintained against the corporation.
- Any repeal of modification of this article shall not adversely affect any right or protection of a volunteer of the corporation existing at the time of, or for or with respect to, any acts or omissions occurring before such repeal or modification.
- A volunteer director or volunteer officer (as defined in Section 110 of Act 162, Public Acts of 1982, being Section 450.2110 of the Michigan Compiled Laws, as amended) of the corporation shall not be personally liable to the corporation or its members for monetary damages for breach of the volunteer director’s or volunteer officer’s fiduciary duty arising under any applicable law. However this Article shall not eliminate or limit the liability of a director or officer for any of the following:
- breach of the director’s or officer’s duty of loyalty to the corporation or its members.
- acts or omission not in good faith or that involve intentional misconduct or knowing violations of the law.
- A violation of Section 551(1) of Act 162, Public Acts of 1982, as amended, being Section 450.2551(1) of the Michigan Compiled Laws.
- A transaction form which the director or officer derived an improper personal benefit.
- An act or omission occurring prior to the date of incorporation of the corporation.
- An act or omission that is grossly negligent.
- Any repeal or modification of this article shall not adversely affect any right or protection of any director of the corporation existing at the time of, or for or with respect to, any acts or omissions occurring before such repeat or modification.
Article VIII-Non Inurement
No part of the net earning of the organization shall inure to the benefit of, or be distributed to, its members, directors, officers or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make paymet and distributions in furtherance of the purposes set forth in the purpose clause herof. No substantial part of the activities of the organizations shall be the carrying on of proppag