The Master Gardeners

Articles of Incorporation

I, Marcia D. Watters, Esq., whose address is 11 850 Indian Lane, Hagerstown, Maryland 27142, being at least eighteen (I 8) years of age, hereby form a corporation under and by virtue of the General Laws of the State of Maryland, specifically Titles 1-5 of Corporations and Associations Article of the Maryland Annotated Code.

ARTICLE ONE

NAME OF CORPORATION

The name of the corporation (hereinafter referred to as the "Corporation") is: The New Forest Society, Inc.

ARTICLE TWO

PURPOSES

The purposes for which the Corporation is formed are:

  1. To facilitate the association of individuals whose goals are to establish and maintain riparian buffers and to preserve those already existing in Frederick County, Maryland. Such riparian buffers shall be implemented by the planting of new forests, which shall be maintained until such time as such growth no longer needs maintenance to ensure its continued growth and natural reestablishment.
  2. To facilitate outreaching and networking to continually increase the sum of riparian buffers planted and maintained, and to increase the number of individuals participating in the Corporation's purposes.
  3. To facilitate in educating individuals as to the importance of riparian buffers in the form of natural vegetative growth and the purposes, goals, methods and accomplishments of the Corporation.
  4. To collaborate with local, state, and federal agencies and other organizations, coordinating efforts to promote similar interests in education and conservation.

ARTICLE THREE

PRINCIPAL OFFICE

The address of the principal office of the Corporation in this State is:

14726 Old Frederick Road

Rocky Ridge, Maryland 21778


ARTICLE FOUR

RESIDENT AGENT

The name and address of the Resident Agent in this State are:

Elizabeth Prongas

14726 Old Frederick Road

Rocky Ridge, Mryland 21778

Said Resident Agent is an individual actually residing in this State.


ARTICLE FIVE

NONSTOCK CORPORATION

T    he corporation is nonstock, and no dividends or pecuniary profits will be declared or paid to the members of the Corporation. The Corporation has no authority to issue capital stock. All the earnings and property of the corporation shall be used to further the purposes and objectives of the corporation as set forth in Article Two. Nothing contained herein, however, shall prohibit payments by the corporation to directors or officers or members as reasonable compensation for services rendered to the corporation.

ARTICLE SIX

TYPE OF CORPORATION

    The Corporation is a nonprofit corporation organized for environmental preservation, restoration and educational charitable purposes.

ARTICLE SEVEN

AUTHORIZATION

    The Corporation is organized under the Maryland General Corporation Law.

ARTICLE EIGHT

DURATION

    The period of duration of this nonprofit corporation is perpetual until such time as the Corporation is dissolved according to the laws of the State of Maryland and of the bylaws of this Corporation.

ARTICLE NINE

DIRECTORS

    The number of directors constituting the initial board of directors shall be six, which number may be increased or decreased pursuant to the by-laws of the Corporation, provided that the number of directors shall never be less than the minimum number permitted by Section 2-402 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended. The names of the directors who shall act until the first annual meeting and until their successors are duty chosen and qualified are:

1. Don Briggs

2. Sr. Carol Durkin

3. Karen Kuhn

4. Elizabeth Prongas

5. Michael Souders

6. Charles Stouter


 ARTICLE TEN

DEFINITIONS, LIMITATIONS, AND REGULATIONS CONCERNING POWERS OF THE CORPORATION AND ITS DIRECTORS, OFFICERS, AND MEMBERS.

    I. Public Representation of the Corporation: No director, officer or member of the Corporation shall make public representations regarding the Corporation, its purposes, activities, goals, or achievements or any other internal matter without prior approval of such representation and the aspects thereof. Approval shall be signified by majority vote of the Officers or Directors.
    2. Fundraising: No director, officer, or member of the Corporation shall create, facilitate or execute any fundraising or fundraising related activity on behalf of the Corporation without prior approval. Approval shall be signified by majority vote of the Officers or Directors.

ARTICLE ELEVEN

CORPORATE OFFICERS AND THEIR FUNCTIONS

    The general officers of the corporation shall be Chair, Vice-Chair, Secretary, and Treasurer.
    The principal duties of the Chair shall be to preside at all meetings of the members and the board of directors and to have general supervision of the affairs of the corporation.
    The principal duties of the Vice-Chair shall be to discharge the duties of the president in the event of absence or disability or removal, for any cause, of the Chair.
    The principal duties of the Secretary shall be to countersign all deeds, leases, and conveyances executed by the corporation, affix the seal of the corporation to all papers required or directed to be sealed, and to keep a record of the proceedings of the board of directors, and to safety and systematically keep all books, papers, records, and documents belonging to the corporation, or in any way pertaining to the business of the corporation, except the books and records incidental to the duties of the treasurer.
    The principal duties of the Treasurer shall be to keep an account of all monies, credits, and property of the corporation which come into his or her hands, and to keep an accurate account of all monies received and disbursed and the proper vouchers for monies disbursed, and to render all accounts, statements, and inventories of monies received and disbursed and of money and property on hand, and generally of all matters pertaining to the office of treasure, as required by the board of directors.
    The board of directors may provide for the appointment of additional officers as they may deem for the best interest of the corporation.
    One person may hold any two offices, the duties of which do not conflict.
    The officers shall perform additional or different duties as from time to time are imposed or required by the board of directors, or as may be prescribed by the bylaws, as amended.

 

ARTICLE TWELVE

LIABILITY

    The private property of the members, directors and officers of the Corporation shall not be liable for its corporate debts.
    Directors and Officers and Members of the Corporation shall not be liable to the Corporation for money damages. The purpose of this limitation of liability is to limit liability to the maximum extent that the liability of directors and officers of Maryland corporations is permitted to be limited by Maryland law, as amended. This limitation on liability shall apply to events occurring at the time a person serves as a director or officer of the Corporation whether or not such person serves as a director or officer at the time of any proceeding in which liability is asserted.
    To the maximum extent permitted by Maryland law, the Corporation shall indemnify its currently acting and its former directors and officers against any and all liabilities and expenses incurred in connection with their services in such capacities, and shall indemnify its currently acting and its former officers to the full extent that indemnification shall be provided to directors, and shall indemnify, to the same extent, persons who serve and have served, at its request as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture or other enterprise. The Corporation shall advance expenses to its directors and officers and the other persons referred to above to the extent permitted by Maryland law. This indemnification of directors and officers shall also apply to directors and officers who are also employees, in their capacity as employees. The Board of Directors may by Bylaw, resolution or agreement make further provision for indemnification of employees and agents to the extent permitted by Maryland law.
    References to Maryland law shall include the Maryland General Corporation Law as from time to time amended. Neither the repeal or amendment of this Article Eleven, nor any other amendment to these Articles of Incorporation, shall eliminate or reduce the protection afforded to any person by the foregoing provisions of this Article Eleven with respect to any act or omission which shall have occurred prior to such repeal or amendment.

ARTICLE THIRTEEN

PROFHBITED ACTIVITIES

    Notwithstanding any other provision of these articles, this Corporation shall not except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation.
    This Corporation is organized and operated exclusively for the public's benefit and for environmental, educational, and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code.
    Notwithstanding any other provision of these articles, this 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 the corresponding provision of any future United States Internal Revenue Law, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue Law. No substantial part of the activities of this Corporation shall consist of lobbying or propaganda, or otherwise attempting to influence legislation, except as permitted by Section 501(h) of the Internal Revenue code of 1986, and this Corporation shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office.
    This Corporation is irrevocably dedicated to benefiting the public through environmental, educational, and charitable purposes, and no part of the net income or assets of this Corporation shall ever inure to the benefit of any director, officer, trustee, or member of the Corporation or to the benefit of any private person.
    Specifically, this Corporation shall not be operated in violation of the following limitations, restrictions and prohibitions:
    a) The Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code and its regulations as such Section and regulations now exist or may hereafter be amended, or under corresponding laws and regulations hereafter adopted;
    b) The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code and its regulations as such Section and regulations now exist or may hereafter be amended, or under corresponding laws and regulations hereafter adopted;
    c) The Corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code and its regulations as such Section and regulations now exist or may hereafter be amended, or under corresponding laws and regulations hereafter adopted;
    d) The Corporation shall not make any investments in such manner as subject it to tax under Section 4944 of the Internal Revenue Code and its regulations as such Section and regulations now exist or may hereafter be amended, or under corresponding laws and regulations hereafter adopted;
    e) The Corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code and its regulations as such Section and regulations now exist or may hereafter be amended, or under corresponding laws and regulations hereafter adopted.

ARTICLE FOURTEEN

MEMBERS

    The Board of Directors shall have the power to provide in the Bylaws of the corporation that the corporation shall or shall not have a membership. If a membership is so provided for, the qualifications of members, their manner of selection, any classes of membership, and the rights, duties and voting privileges of members shall be established in the Bylaws of the corporation.

ARTICLE FIFTEEN

DISSOLUTION OF THE CORPORATION

    No person shall possess any property right in or to the property or assets of the Corporation. Upon dissolution of this Corporation as provided by the Bylaws, all assets remaining after payment of any outstanding liabilities shall be distributed exclusively to charitable, religious, educational or scientific organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its regulations as such Section and regulations now exist or may hereafter be amended, or under corresponding laws and regulations hereafter adopted and which organizations have purposes and objectives similar to those of the Corporation, all determined in accordance with the Bylaws.

IN WITNESS WHEREOF I have signed these Articles of Incorporation this 16th day of June, 2000 and I acknowledge the same to be my act.

WITNESS/DATE:         INCORPORATOR/DATE:

Ashley Fox / 6-16-00     Marcia D. Watters, Esq.