OF ARTICLES OF INCORPORATION
OF PEOPLES TEMPLE OF THE
DISCIPLES OF CHRIST
MICHAEL B. CARTMELL and JEAN F. BROWN certify:
1. They are the Vice President and Assistant Secretary, respectively, of Peoples Temple of the Disciples of Christ, a California corporation.
2. At a meeting of the Board of Directors of said corporation, duly held at Redwood Valley, California, on June 24, 1974, the following resolution was adopted:
“RESOLVED: That Article II of the Articles of Incorporation of this corporation be amended to read as follows:
- (a) The specific and primary purpose is to further the kingdom of God by spreading the Word.
(b) The general purposes and powers are:
- (i) To receive property by devise or bequest, subject to the laws regulating the transfer of property by will, and otherwise to acquire and hold all property, real and personal, including, without limitation, shares of stock, bonds, and securities of other corporations.
(ii) To sell, convey, exchange, lease, mortgage, encumber, transfer on trust, or otherwise dispose of, any such property, both real and personal, as the objects and purposes of the corporation may require, subject to such limitations as may be prescribed by law.
(iii) To make and perform contracts in furtherance of the purposes of this corporation.
(iv) To act as trustee under any trust incidental to the principal objects of the corporation, and receive, hold, administer, and expend funds and property subject to such trust.
(v) To borrow money, contract debts, and, from time to time, issue bonds, notes, and debentures, and to secure the payment or performance of its obligations.
(vi) To sue and be sued.
(vii) To qualify to carry on its nonprofit activities in any other state, territory, dependency, or foreign country, and to conduct its nonprofit activities within or without the State of California.
(viii) To adopt, use, and at will alter, a corporate seal, but failure to affix seal shall not affect the validity of any corporate instrument.
(ix) To do all other acts necessary or expedient for the administration of its affairs and the attachment of its purposes.
(x) To have and exercise all the rights and powers conferred on nonprofit corporations under the General Nonprofit Corporation Law of California, as such law is now in effect or may at any time hereafter be amended.
(xi) To act as principal, agent, joint venturer, partner, or in any other capacity which may be authorized or approved by the Board of Directors of the corporation in which the Board may deem proper or convenient in connection with any of the foregoing purposes, or which may be calculated directly or indirectly.
The foregoing statement of purposes shall be construed as a statement of both purposes and powers, and the purposes and powers stated in each clause shall, except where otherwise expressed, be in no way limited or restricted by any reference to or inference from the terms or provisions of any other clause, but shall be regarded as independent purposes and powers.
(c) Notwithstanding any of the above statements for purposes and powers, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of this corporation.”
“RESOLVED: That the Articles of Incorporation of this corporation be amended to add thereto Article VII to read as follows:
The number of Directors of this corporation shall be seven (7). The manner in which Directors shall be chosen and removed from office, the qualifications, powers, duties, compensation, and tenure of office, the matter of filling vacancies on the board, and the manner of calling and holding meetings of Directors, shall be as stated in the Bylaws. Directors shall not be personally liable for the debts, liabilities, or obligations of the corporation.”
“RESOLVED: That the Articles of Incorporation of this corporation be amended to add thereto Article VIII to read as follows:
The authorized number, if any, and qualifications of members of the corporation, the filling of vacancies, the different classes of membership, if any, the property, voting and other rights and privileges of members, and their liability to dues and assessments and the method of collection, and the termination and transfer of membership shall be as stated in the Bylaws; provided, however, that if the voting, property, or other rights or interests, or any of them, the unequal, the Bylaws shall set forth the rule or rules by which the respective voting, property, or other rights or interests of each member or class of members are fixed and determined. Members of this corporation shall not be personally liable for the debts, liabilities, or obligations of this corporation.”
“RESOLVED: That the Articles of Incorporation of this corporation be amended to add thereto Article IX to read as follows:
- (a) This corporation is not organized, nor shall it be operated, or pecuniary gain or profit, and it does not contemplate the distribution of gains, profits, or dividends to the members thereof and is organized solely for nonprofit purposes.
(b) The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private persons.
(c) Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.
(d) If this corporation holds any assets in trust, or the corporation is forced for charitable purposes, such assets shall be disposed of in such manner as may be directed by decree of the superior court of the county and for which the corporation has its principal office, upon petition therefor [therefore] by the Attorney General or by any person concerned in the liquidation, in a proceeding to which the Attorney General is a party.”
“RESOLVED: That the Articles of Incorporation of this corporation be amended to add thereto Article X to read as follows:
No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervening in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.”
3. The members of said corporation have an unequal voting power. The members entitled to cast eight (8) votes have consented by resolution at a meeting held at Redwood Valley, California, on June 24, 1974, to the adoption of said amendment, and the wording of the amended articles, as set forth in the members’ resolution, is the same as that set forth in the Directors’ resolution in paragraph 2 above.
4. The total number of votes of members entitled to be voted for or to consent to said amendment is nine (9).
[Signatures of MICHAEL B. CARTMELL and JEAN F. BROWN, Vice President and Assistant Secretary, respectively]
Each of the undersigned declares under penalty of perjury that the matters set forth in the foregoing certificate are true and correct. Executed at Redwood Valley, California, on June 30, 1974.
[Signatures of MICHAEL B. CARTMELL and JEAN F. BROWN, Vice President and Assistant Secretary, respectively]