Pursuant to the provisions of the Tennessee Nonprofit Corporation Act, being Chapter 60 of Title 48 of Tennessee Code Annotated, the undersigned existing Corporation adopts the following Restate Charter:
1. NAME: The name of the Corporation is AL KHAMSA INCORPORATED.
2. DESIGNATION: This Corporation is a public benefit corporation. It is not a religious corporation.
3. REGISTERED OFFICE AND AGENT: The street address of the Corporation in the State of Tennessee is 213 Fifth Avenue, North, Nashville, Tennessee 37219, County of Davidson. Its registered agent at that office is Brenda Dowdle, Attorney at Law.
4. INCORPORATOR: Edna Weeks of RT 1 Box 96, Somerville, Tennessee 38068, County of Fayette, was the Incorporator of the Corporation.
5. PRINCIPAL ADDRESS: The street address of the principal office of the Corporation is 1440 South Farmingdale Road, New Berlin IL 62670, County of Sangamon.
6. NONPROFIT: This Corporation is a nonprofit corporation. Said corporation is organized exclusively for educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or any corresponding section of any future federal tax code.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its trustees, officers, or other private 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 9 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, or any corresponding section of any future code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or any corresponding section of any future federal tax code.
7. MEMBERS: This Corporation will not have members.
8. DISSOLUTION: The assets of the Corporation shall be dedicated to the purposes of the Corporation and the Corporation upon dissolution may be dissolved in accordance with the procedures prescribed in Chapter 64 of Title 48 of Tennessee Code Annotated. Upon the dissolution of the corporation, after payment of all creditors, assets 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 so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation 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. In this case, the purpose is the education of the public about Arabian Horses which are like Al Khamsa Arabian Horses in being of bedouin origins, or if no corporation of this sort exists, to the Arabian Horse Trust, 12000 Zuni Street, Westminster CO 80234.
9. PURPOSES: The purpose for which the Corporation is organized is the education of the public about Al Khamsa Arabian Horses (as defined in the Bylaws of the organization) and their preservation and to conduct all business as may be necessary for such education.
10. POWERS: This Corporation shall possess and may exercise the power granted to nonprofit corporations in Sections 102 and 103, Chapter 53 of Title 48 of Tennessee Code Annotated, or any acts amendatory thereof, to the extent that such powers are necessary or convenient to carry out its affairs in furtherance of the purposes herein enumerated.
11. BYLAWS: This Corporation shall adopt Bylaws for managing the business and regulating the affairs of the Corporation and which may contain any provisions not inconsistent with the laws of Tennessee and this Charter of Incorporation. Written Third Person Approval by the Advisory Council, as defined in the Bylaws, is required on all amendments to the Bylaws.
12. AMENDMENT: The provisions of this Charter may be amended in accordance with the laws of the State of Tennessee governing nonprofit corporations and in accordance with provisions in the corporation's Bylaws. Written Third Person Approval by the Advisory Council, as defined in the Bylaws, is required on all amendments to this Charter.
13. PERPETUAL: This Corporation will exist perpetually unless dissolved in the manner prescribed by law.
14. Pursuant to section 48-52-102(b)(3) of the Tennessee Nonprofit Corporation Act, as amended or modified from time to time, a Director of this Corporation shall not be personally liable to the Corporation, its affiliates or its supporters for monetary damages or breach of fiduciary duty as a Director; provided, that this provision shall not eliminate or limit the liability of a Director (a) for any breach of the Director's duty of loyalty to the Corporation, its affiliates or its supporters; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (c) for unlawful distributions pursuant to section 48-58-304 of the Tennessee Nonprofit Corporation Act.
Pursuant to sections 48-58-301 and 48-58-403 of the Tennessee Nonprofit Corporation Act, no Director or Officer of the Corporation shall be liable for any action taken as a Director or an Officer or any failure to take any action, if he performed the duties of his office in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, in a manner he reasonably believes to be in the best interest of the Corporation, and in compliance with the standards of conduct set forth in sections 48-58-301 and 48-58-403 of the Tennessee Nonprofit Corporation Act, as amended or modified from time to time.
15. To the fullest extent permitted by the provisions of section 48-58-501 et seq. of the Tennessee Nonprofit Corporation Act, as amended or modified from time to time, this Corporation shall indemnify, to the limits of liability insurance as authorized by vote of the Board of Directors, an individual made a party to a proceeding because he is or was a Director against liability incurred in the proceeding if (a) he conducted himself in good faith and (b) he reasonably believe: (i) in the case of conduct in his official capacity with the Corporation, that his conduct was in its best interests, and (ii) in all other cases, that his conduct was at least no opposed to its best interests; and (c) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The termination of proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, be determinative that the Director did not meet the standard of conduct previously set forth in this Paragraph.
The Corporation will not indemnify a Director in connection with a proceeding by or in the right of the Corporation in which the Director was adjudged liable to the Corporation, or in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.
To the fullest extent permitted by the provisions of section 48-58-507 of the Tennessee Nonprofit Corporation Act, as mended or modified from time to time, this Corporation shall indemnify and advance expenses to an Officer to the same extent as to a Director.
16. Any repeal or modification of Paragraph 14 or 15 shall not adversely affect any right or protection of a Director or Officer of the Corporation existing at the time of such repeal or modification or with respect to events occurring prior to such time.
1. The original Charter of the Corporation was filed by the Secretary of State on February 5, 1979.
2. An Amendment to the Charter of the Corporation was filed by the Secretary of State on November 13, 1984.
3. This Restated Charter clarifies and restates certain provisions in the original Charter and amends or changes the Charter in order to comply with the Tennessee Nonprofit Corporation Act. It was duly adopted by the Board of Directors of the Corporation at a meeting held in Denver CO on September 7, 1990. The Corporation has no members. Written Third Person Approval pursuant to T.C.A. Section 48-60-301 was obtained at a meeting held in Denver CO on September 7, 1990. This Restated Charter shall supersede the original Charter and all prior amendments and shall become effective upon the filing with the Secretary of the State of Tennessee. Dated this 2nd day of October, 1990.
AL KHAMSA INCORPORATED
By: Jeanne Craver
Filed with Tennessee Secretary of State 10/19/90. Filing acknowledged 10/22/90.