Articles of Incorporation of Institute for Biblical Research, Inc.
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ARTICLES OF INCORPORATION
OF
INSTITUTE FOR BIBLICAL RESEARCH, INC.
ARTICLE 1
The
Corporation's name shall be Institute for Biblical Research, Inc.
Article 2—Duration
The Corporation's duration shall be perpetual.
Article 3—Type of Corporation
The Corporation shall not have any capital stock.
Article 4—Purposes and Powers
The Corporation is a society of evangelical Christian scholars and shall be
operated
exclusively for the following purposes:
(a) To foster the study of the
Scriptures within an evangelical context as defined by
the Christian confessional affirmations of the Corporation, including the
following:
1. The unique divine
inspiration, integrity and authority of the Bible.
2.
The deity of our Lord Jesus Christ.
3.
The necessity and efficacy of the substitutionary death of Jesus Christ for
the
redemption of the world.
4.
The historical fact of his bodily resurrection.
5.
The presence and power of the Holy Spirit in the work of regeneration and
for the
understanding of the Scriptures.
6.
The expectation of the personal return of our Lord Jesus Christ.
(b) To engage in such religious,
educational, charitable, and benevolent activities as
are permitted to be carried on by a corporation exempt from federal income
tax
under section 501(c)(3) of the Internal Revenue Code, or the corresponding
section of any future federal tax code, including, for such purposes, making
distributions to organizations that qualify as exempt organizations under
section
501(c)(3) of the Internal Revenue Code or the corresponding section of any
future
federal tax code.
(c) To exercise in furtherance of
its purposes all powers possessed by corporations
formed under the General Corporation Law of Delaware (or under any successor
codification of the law governing Delaware nonprofit corporations) that are
not
inconsistent with the Corporation's qualifications under section 501(c)(3)
of the
Internal Revenue Code, or the corresponding section of any future federal
tax
code, as a corporation organized and operated exclusively for charitable,
religious, educational and scientific purposes, including, for such
purposes,
making distributions to organizations that qualify as exempt organizations
under
section 501(c)(3) of the Internal Revenue Code or the corresponding section
of
any future federal tax code.
The following provisions shall regulate the internal affairs of the
Corporation.
(a) The Corporation's stated
purposes shall be construed and its operations shall be
conducted so as to qualify the Corporation under section 501(c)(3) of the
Internal
Revenue Code or the corresponding section of any future federal tax code, as
a
corporation organized and operated exclusively for charitable, religious,
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 the corresponding section of any
future
federal tax code.
(b) No part of the net earnings of
the Corporation shall inure to the benefit of, or be
distributable to its directors, officers or other private persons, except
that the
Corporation shall be authorized and empowered to pay reasonable compensation
for serviced rendered and to make payments and distributions in furtherance
of
the purposes set forth in Article 3 hereof.
(c) No substantial part of the
activities of the Corporation shall include 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 or in
opposition to
any candidate for public office.
(d) The Corporation shall
distribute its income for each tax year at a time and in a
manner as not to become subject to the tax on undistributed income imposed
by
section 4942 of the Internal Revenue Code or the corresponding section of
any
future federal tax code.
(e) The Corporation shall not
engage in any act of self-dealing as defined in section
4941(d) of the Internal Revenue Code or the corresponding section of any
future
federal tax code.
(f) The Corporation shall
not retain any excess business holdings as defined in
section 4943(c) of the Internal Revenue Code or the corresponding section of
any future federal tax code.
(g) The Corporation shall not make
any investments in a manner as to subject it to tax
under section 4944 of the Internal Revenue Code or the corresponding section
of
any future federal tax code.
(h) The Corporation shall not make
any taxable expenditures as defined in section
4945(d) of the Internal Revenue Code or the corresponding section of any
future
federal tax code.
(i) Notwithstanding any
other provision of these Articles, the Corporation shall not
carry on any other activities not permitted to be carried on by (i) a
corporation
exempt from federal income tax under section 501(c)(3) of the Internal
Revenue
Code or the corresponding section of any future federal tax code, or (ii) a
corporation, contributions to which are deductible under section 170(c)(2)
of the
Internal Revenue Code or the corresponding section of any future federal tax
code.
Article 6—Dissolution; Distribution of Property
Upon the dissolution of the
Corporation, the Board of Directors shall, after paying or
making provisions for payment of all the liabilities of the Corporation,
dispose of all of the assets
of the Corporation in such manner, or to such organizations organized
exclusively for one or
more exempt purposes within the meaning of section 501(c)(3) of the Internal
Revenue Code or
the corresponding section of any future federal tax code, or 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 a Court of competent jurisdiction 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.
Article 7—Registered
and Principal Offices and Registered Agent
7.1
The street address of the Corporation's registered office shall be
Corporation Trust
Center,
1209 Orange Street, Wilmington, Delaware, 19801, New Castle County.
7.2
The name of the Corporation's initial registered agent at that address shall
be The
Corporation Trust Company.
Article 8—Directors
The Corporation shall be governed by a Board of Directors consisting of not
less than
three members, the exact number and the terms for each to be set forth in
the Bylaws. The
Corporation's initial board of directors shall be three, and the names and
addresses of the persons
who are to serve as the initial directors are:
Name
Address
Daniel I. Block
Southern Baptist Theological Seminary
2825 Lexington Road
Louisville, KY 40280
Michael W. Holmes
Bethel College
3900 Bethel Drive
St. Paul, MN 55112
Richard A. Taylor
Dallas Theological Seminary
3909 Swiss Avenue
Dallas, TX 75204
Article 9—Members
The conditions of membership shall be stated in the Corporation’s Bylaws.
Article 10—Limitation
of Director Liability; Indemnification
10.1
Limitation of Liability. No director of the
Corporation shall be personally
liable
for monetary damages for actions taken as a director, or failure to take an
action, unless the
following conditions exist:
(a) the director breached or
failed to perform the duties of the director's office in
compliance with the General Corporation Law of the State of Delaware.
(b) the breach or failure to
perform constitutes willful misconduct or recklessness.
If
the General Corporation Law of the State of Delaware is amended after the
effective date of
these Articles of Incorporation to authorize corporate action further
eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be
eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State
of Delaware, as amended. The repeal or modification of this Article 10
shall not adversely affect
the right or protection of any director of the Corporation existing at the
time of such repeal or
modification.
10.2
Indemnification.
To the fullest extent permitted by law, and in accordance
with the provisions of the General Corporation Law of the State of Delaware,
as the same exists
or may hereafter be amended, but only to the extent not in conflict with any
other provisions of
these Articles, the Corporation shall indemnify each corporate director and
officer (and their
heirs or personal representatives) of all liabilities that are incurred in
connection with the defense
of any threatened, pending, or completed action, suit or proceeding, whether
civil, criminal,
administrative or investigative, with which the director or officer is
threatened or exposed to
because of their service to the Corporation. This indemnification
includes the expenses of
attorneys, legal fees and costs, the costs of judgements, taxes, penalties,
fines, and amounts
paid in settlement.
Article 11—Incorporator
The incorporator's name and address is Daniel I. Block, Southern Baptist
Theological
Seminary, 2825 Lexington Road, Louisville, Kentucky 40280.
I, the Undersigned, for the purpose of forming a corporation under
the laws of the State
of Delaware, do make, file and record this Certificate and do certify that
the facts herein stated
are true, and I have accordingly set my hand this ____ day of ___________,
2003.
Daniel I. Block
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