Articles of Incorporation
Revision Date 8-12-05
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ARTICLES OF INCORPORATION OF NAOS, INC.
Article I. NameArticle II. Business/affairsArticle III. PurposeArticle IV Membership
Article V Initial Board
Article VI GovernmentArticle VII AmendmentArticle VIII Statutory AgentArticle IX Indemnification
Article X Dissolution
We, the undersigned persons, grateful to Almighty God for the gift of salvation through our Lord and Savior, Jesus Christ, and humbly invoking the guidance of the Holy Spirit, have this day associated ourselves together for the purpose of forming a Corporation under and pursuant to the laws of the State of Arizona, for religious and charitable purposes, and not for pecuniary profit, and to that end do hereby adopt the following Articles of Incorporation.
The name of the Corporation shall be NAOS, INC., an Arizona non-profit organization, and it’s principal place of business shall be 14240 N. 43rd Ave. Glendale, Arizona 85306or such other place or places in the state of Arizona that may by designated by the Board of Trustees of the Corporation. Except where the context otherwise requires, as used herein, the word “Church” shall mean the NAOS, INC., an Arizona non-profit corporation.
This Church shall be a non-profit Corporation organized pursuant to Article XVI, Title 10, Arizona Revised Statutes.
The purpose and objects for which this Church is formed and the general nature of the activities in which the Church shall engage are a follows:
This Church is organized exclusively for religious, charitable, and educational purposes.
The specific and primary purposes of this corporation are:
To Worship the Living and True God, Father, Son and Holy Spirit, in any and every way we can.
To equip others for ministry using the Holy Bible as our guide in all endeavors, and to license and ordain ministries for the furtherance of this work.
To develop relationships among the constituency and toward God for the purpose of worship, training and meeting personal, spiritual, emotional and physicals needs.
To communicate, by the use of various media, the gospel of Jesus Christ to our community, our country, and to the world concerning the present reign of the Kingdom of God and all the realities therein and of the consummation of the ages in His second coming.
To provide a forum in which the above mentioned purposes can effectively occur and in connection therewith, to establish, build, maintain and operate Churches and provide places of public worship, parsonages and such other buildings and facilities as deemed necessary or proper in the furtherance of Church activities.
To conduct schools, kindergartens, nurseries, nursing homes, retirement centers and missions for religious and general instruction, education and training, and to provide transportation, facilities and means in the furtherance of such purposes;
To solicit, collect, receive or require, hold and invest money and property, both real and personal, received by gift, contribution, bequest, devise or otherwise; to sell and convert property, both real and personal, into cash; and to use the funds of this Church, and any of the proceeds, income and rent, derived from any property of this Church for any of the purposes for which this Church is formed;
To purchase or otherwise acquire, own, hold, sell, assign, transfer or otherwise dispose of, mortgage, pledge, or otherwise hypothecate or encumber, and to deal in and with, shares, bonds, notes, debentures, or other securities or evidences of indebtedness of any person, firm, corporation or association while the owner or holder thereof, to exercise all rights, powers and privileges of ownership;
To purchase or otherwise acquire, own, hold, use, sell, exchange, assign, convey, lease, or otherwise dispose of, and mortgage or otherwise hypothecate or encumber real and personal property;
To borrow money, incur indebtedness and to secure the repayment of the same by mortgage, pledge, deed of trust, or other hypothecation of property, both real and personal;
To do all things necessary, expedient, or appropriate to the accomplishment of any of the objects and purposes for which this corporation is formed;
No part of the net earnings of the Church shall inure to the benefit of or be distributable to, it’s members, trustees, officers or other private persons, except that the Church shall be authorized and empowered to pay reasonable compensation for services rendered and expenses incurred and to make payments and distributions in furtherance of the purposes set forth in Article III hereof. No part of the activities of the Church shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Church shall not participate in, or intervene in (including the publication and distribution of statements) and political campaign on behalf of any candidate for public office:
Notwithstanding any other provision of these Articles, the Church 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 of 1954 (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 of 1954 (or the corresponding provision of any future United States Internal Revenue law).
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, except where otherwise expressed, shall be limited in no way or restricted by reference to or influence from the terms or provisions of any other clause, but shall be regarded as independent purposes and powers.
The Church shall have no capital stock and shall not engage in any business for profit, but shall be supported by gifts, bequests, benefits, contributions, and reasonable charges for services rendered. Membership in the Church shall be granted upon request from those with the following qualifications:
Has accepted Jesus Christ as their personal Savior and Lord according to John, chapter 3.
Demonstrated commitment to the Church as seen through consistent attendance, participation, and financial support.
Embraces as a reality of today the gifts of the Spirit as set forth in Romans 12, Ephesians 4, and 1 Corinthians 12.
Desires to grow in the Lord and has committed their life to Him, is willing to be used by Him, and desires to be yielded to His will.
18 years of age or older.
The names and addresses of the incorporators are:
George M. Rayburn
6978 West Lone Cactus Road
Glendale , Arizona 85308-9507
The business and major affairs of the Church shall be conducted by the Board of Trustees and such officers as the Board of Trustees may elect or appoint. The number of Trustees of the Church shall be not less than three (3) nor more than seven (7).
These Articles of Incorporation may be amended by the affirmative vote of a majority of the Board of Trustees present at a meeting called for that purpose.
Daniel H. Steffen of 16411 N. 54th Ave. Glendale , Arizona 85308 , a resident of the State of Arizona , for in excess of three (3) years, is hereby appointed and made Statutory Agent for the Church.
The Church shall indemnify and hold harmless any person who incurs expenses or liabilities by reason of the fact he or she is or was an officer, director, employee or agent of the Corporation or is or was serving at the request of the Church as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise. This indemnification shall be mandatory in all circumstances in which indemnification is permitted by law, to include the property of each member, trustees and officer of the Church, which shall at all times be exempt from the debts and liabilities of the Church.
To the fullest extent permitted by the Arizona Revised Statutes, as the same exists or may hereafter be amended, a director of the Church shall not be liable to the Church or its stockholders for monetary damages for any action taken or any failure to take any action as a director. No repeal, amendment or modification of this article, whether direct or indirect, shall eliminate or reduce its effect with respect to any act or omission of a director of the Church occurring prior to such repeal, amendment or modification.
Upon the termination, dissolution or winding up of the Church, in any manner or for any reason, after paying or adequately providing for the debts and obligations or the Church, the remaining assets shall be distributed to one or more non-profit fund, foundation or corporation which is organized and operated exclusively for charitable, religious and/or educational purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code as shall be determined by the Board of Trustees at a meeting called for that purpose.
IN WITNESS WHEREOF, we, the undersigned, have hereunto signed our names this 4 Th day of August 2004.
Daniel H. Steffen
I, DANIEL H. STEFFEN, having been designated to act as Statutory Agent, hereby consent to act in that capacity until removed, or resignation is submitted in accordance with Arizona Revised.