ARTICLE I — NAME
The name of the corporation is Warroad Community Church (the “Corporation”).
ARTICLE II — REGISTERED OFFICE
The Corporation’s registered office is 114 Virginia Avenue NE, Warroad, Minnesota 56763. The Corporation has not appointed a registered agent.
ARTICLE III — PURPOSES AND LIMITATIONS
The Corporation is organized and shall be operated exclusively for religious, charitable, and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, as amended, including worship, teaching, discipleship, evangelism, missions, benevolence, and other ministries consistent with its Christian faith.
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any director, officer, member, or other private person, except that the Corporation may pay reasonable compensation for services and make payments in furtherance of its exempt purposes.
No substantial part of the Corporation’s activities shall consist of carrying on propaganda or otherwise attempting to influence legislation, except to the extent permitted for an organization exempt under section 501(c)(3). The Corporation shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office.
The Corporation shall not carry on any activity prohibited to an organization exempt from federal income tax under section 501(c)(3) or to an organization contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code.
ARTICLE IV — DURATION
The duration of the Corporation is perpetual.
ARTICLE V — NO STATUTORY MEMBERS
The Corporation shall have no members as that term is defined in Minnesota Statutes Chapter 317A. The Corporation may recognize persons as Covenantal Members, Affirming Members, or by other ecclesiastical membership designations under its Constitution and Bylaws, but every such designation is exclusively spiritual and ecclesiastical and does not create a statutory member, member with voting rights, shareholder, ownership interest, inspection right, or corporate governance power.
The Elder Board may seek nonbinding spiritual counsel or ecclesiastical affirmations from persons in an ecclesiastical membership category. No such counsel or affirmation constitutes corporate action, elects or removes a director, amends a governing document, or binds the Corporation unless and until the Elder Board separately approves the action as required by law and the governing documents.
ARTICLE VI — BOARD OF DIRECTORS
The Corporation’s board of directors is the Elder Board. Each duly appointed or ex officio Elder is a director. The Board shall have at least three natural persons. Directors are appointed and may be removed by the Elder Board in the manner established in the Constitution and Bylaws. The Constitution and Bylaws shall also govern qualifications, terms, resignation, vacancies, meetings, quorum, and authority, consistent with Minnesota law.
The Elder Board shall manage or direct the business, ministry, property, and affairs of the Corporation. Each Elder has one vote as a director. All Elders are equal in governing authority, though they may be specialized in function.
ARTICLE VII — OFFICERS
The Corporation shall have a President and Treasurer and may have a Vice President, Secretary, and other officers established by the Bylaws. Natural persons shall exercise the functions of President and Treasurer. Officers are elected or appointed, and their duties and terms are established, as provided in the Bylaws.
ARTICLE VIII — DIRECTOR LIABILITY AND INDEMNIFICATION
To the fullest extent permitted by Minnesota law, a director shall not be personally liable to the Corporation for monetary damages for breach of fiduciary duty as a director. This limitation does not apply to conduct for which liability may not lawfully be limited.
The Corporation shall indemnify directors, officers, employees, and authorized agents to the fullest extent required or permitted by Minnesota law and may purchase insurance for that purpose, subject to the procedures and standards established by law and the Bylaws.
ARTICLE IX — DISSOLUTION
Upon dissolution, the Corporation shall first pay or make provision for its liabilities. All remaining assets shall be distributed exclusively to one or more organizations then recognized as exempt under section 501(c)(3) of the Internal Revenue Code and selected in accordance with the Bylaws, preferably organizations with a substantially similar Christian statement of faith. No remaining asset shall be distributed to a director, officer, member, donor, or other private person. Any asset not so disposed of shall be disposed of by a court of competent jurisdiction exclusively for exempt purposes.
ARTICLE X — ORIGINAL INCORPORATOR
The original incorporator was Douglas M. Vacura, Route 2, Warroad, Minnesota 56763 on October 25, 1985. This historical statement does not imply that the incorporator currently holds office or membership.
ARTICLE XI — RESTATEMENT AND ADOPTION
These Restated Articles correctly set forth, without change other than the amendments duly adopted with this restatement, the provisions of the Articles of Incorporation as amended to date. They supersede the original Articles and all prior amendments upon filing by the Minnesota Secretary of State.
The Elder Board adopted a resolution approving these Restated Articles by the affirmative vote required under Minnesota Statutes Chapter 317A and the Corporation’s governing documents. Because the Corporation has no statutory members, no approval by members with voting rights was required. Any ecclesiastical affirmation obtained by the Board was nonbinding spiritual counsel and not corporate action.