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Reinstated Certificate of Formation / Bylaws

 
(DRAFT)
 
RESTATED CERTIFICATE OF FORMATION OF THE ARC OF THE SHOALS
An Alabama Nonprofit Corporation
THE UNDERSIGNED, for the purpose of restating the Constitution of The Arc of the Shoals, an Alabama nonprofit corporation (hereinafter, the “Association”), and pursuant to the provisions of the Alabama Nonprofit Corporation Law (hereinafter, the “Nonprofit Law”), do hereby adopt the following restated certificate of formation (hereinafter, the “Articles”), which shall supersede the original Constitution of the Association as well as any and all amendments thereto:
 
ARTICLE I NAME, DURATION, ETC.
 
1.1 Name. The name of the Association shall be “The Arc of The Shoals.”
1.2 Duration. The duration of the Association shall be perpetual.
1.3 Office and Agent. The Association’s registered office and mailing address shall be 100 West Lamar Avenue, Tuscumbia, Alabama 35674, and the registered agent at said address shall be Michael L. Stamps. The Association may have such other offices, within or without the State of Alabama, as the Association’s Board of Directors may from time to time determine to be appropriate.
1.4 Territory Served. The Association shall serve individuals with intellectual and developmental disabilities (hereinafter, “I/DD”), and their families, without regard to the age or the degree or type of I/DD such individuals may have, in the Alabama counties of Colbert and Lauderdale.
1.5 Affiliations. This Association shall take appropriate steps to remain a chapter in good standing of The Arc of Alabama, Inc., and Alabama nonprofit corporation (hereinafter, the “State Association”), as well as The Arc of the United States, Inc, a Maryland nonprofit corporation (hereinafter, “National Association”).
ARTICLE II PURPOSE OF THE ASSOCIATION
2.1 Purpose. The purpose of the Association is to promote and protect the human rights of people with I/DD and to actively support their full inclusion and participation in the community throughout their lifetime, and in furtherance of such purpose the Association shall seek to:
(a) Advocate for the general welfare of individuals with I/DD;
(b) Foster the development of programs for the benefit of individuals with I/DD;
(c) Provide services to people with I/DD;
(d) Encourage research related to I/DD;
(e) Advise and assist families whose members have I/DD;
(f) Educate communities in order to develop a better understanding of individuals with, and serve as a local clearinghouse for the gathering and dissemination of information relating to, I/DD;
(g) Associate and promote common cause with the State and National Association;
(h) To solicit funds in furtherance of the Association’s purposes.
2.2 Restrictions. The Association shall not carry on any activities not permitted to be carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code or the Treasury Regulations promulgated thereunder. This Association shall not support any political party or candidate for public office, and shall take no position on matters of governmental policy, other than those which are in furtherance of the purposes enumerated in this Certificate. No part of the net earnings of the Association shall inure to the benefit of any private person, director, or officer of the Association, or any other private individual. No employee or paid consultant of the Association, and no recipient of any services offered by the Association, shall be eligible to be elected to serve on the Association’s Board of Directors, or as an Executive Officer of the Association.
 
ARTICLE III MEMBERSHIP
 
3.1 Eligibility. Persons who wish to support and advance the purposes of the Association may become a member of the Association by submitting the dues prescribed by the Association’s Board of Director’s in accordance with the Association’s Bylaws, and submitting a fully complete application for membership to the Association.
3.2 Classes. The Association shall have two (2) classes of membership, and the designation of each class, and the qualifications and rights of the members of each class, shall be set forth in the Association’s Bylaws.
 
ARTICLE IV BOARD OF DIRECTORS
 
4.1 Composition. The business and affairs of this Association shall be managed by or under the direction of its Board, which shall be comprised of no more than sixteen (16) Directors. Each Director shall be elected to serve for a term of two (2) years, or until his or her successor shall have been duly elected and qualified. Directors shall be divided into two (2) classes, designated as Class A and Class B. Each class shall consist, as nearly as possible, of one–half of the total number of Directors. Class A Directors shall be elected in even numbered years and Class B Directors shall be elected in odd numbered years. Except as to the year in which elected, the powers, privileges, duties and responsibilities of each Class A and Class B Director shall be alike in every respect. The initial Board shall consist of the following twelve (12) directors:
 
Marvin Meek                                                                         Don Littrell                                                             Walter Parsley                                               Laura Wisdom
100 West Lamar Avenue                                                      100 West Lamar Avenue                                       100 West Lamar Avenue                              100 West Lamar Avenue
Tuscumbia, Alabama 35674                                                 Tuscumbia, Alabama 35674                                  Tuscumbia, Alabama 35674                         Tuscumbia, Alabama 35674
 
David Banksden                                                                    Paul Foster                                                           Rhonda Littrell                                               Carol Adomyetz
100 West Lamar Avenue                                                       100 West Lamar Avenue                                      100 West Lamar Avenue                              100 West Lamar Avenue
Tuscumbia, Alabama 35674                                                  Tuscumbia, Alabama 35674                                Tuscumbia, Alabama 35674                          Tuscumbia, Alabama, 35674
 
Joe Whit Miller                                                                       Bobbi Miller                                                          Janice Anderson                                            Roy Ross
100 West Lamar Avenue                                                       100 West Lamar Avenue                                      100 West Lamar Avenue                               100 West Lamar Avenue
Tuscumbia, Alabama 35674                                                  Tuscumbia, Alabama 35674                                Tuscumbia, Alabama 35674                          Tuscumbia, Alabama 35674
 
 
4.2 Executive Officers. The Executive Officers shall consist of a President, a Vice President, a Secretary, and a Treasurer. The Executive Officers shall exercise such powers and perform such duties as shall be prescribed under the Association’s Bylaws, or as may be further provided by resolution(s) of the Association’s Board of Directors. Each Executive Officer shall be appointed from the Association’s Board of Directors by a majority of the Association’s Board of Directors to serve a term of no more than one (1) year, beginning on the day that follows their appointment, or until his or her successor shall have been duly elected and qualified. Any number of offices may be held by the same person, but no person may be appointed to the same Executive Office for more than two (2) consecutive terms.
 
ARTICLE V MISCELLANEOUS PROVISIONS
5.1 Bylaws. The Bylaws of the Association shall be adopted by the Association’s Board of Director’s. The power to alter, amend or repeal the Bylaws, or adopt new Bylaws, shall be vested in the Association’s Board of Directors. The Bylaws may contain any provisions for the regulation and conduct of the affairs of the Association not inconsistent with the Nonprofit Law or these Articles.
5.2 Dissolution. The Association may be dissolved with the written consent of not less than seventy five percent (75%) of the membership entitled to vote at a special meeting called for the purpose. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any non-profit corporation, association, trust or other organization to be devoted to such similar purposes.
5.3 Amendment. The Association reserves the right to amend, alter, change or repeal any provision contained in these Articles upon the vote of not less than seventy five percent (75%) of the membership entitled to vote at a special meeting called for that purpose, which amendment shall be recorded in the Office of the Judge of Probate of Lauderdale County, Alabama. All rights conferred upon the Association’s Board of Directors herein are granted subject to this reservation.
 

Contact Info

The Arc of the Shoals

P.O. Box 501

100 West Lamar Ave

Tuscumbia, AL 35674

Phone: (256) 383-1472

Fax: (256) 383-1486

 Arc of the Shoals

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