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AAMU Foundation: Articles of Incorporation (Digital)

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STATE OF ALABAMA)

:

MADISON COUNTY)

 

I, Maureen H. Davis, a Notary Public in and for said County and State, hereby certify that the above named incorporator, R.D. Morrison, appeared before me on the 27th day of January, 1969, and on oath stated that the matters contained in said Articles of Incorporation are true.

 

Dated this 27th day of January, 1969.

 

_________________________

Notary Public

Maureen H. Davis

 

STATE OF ALABAMA)

:

MADISON COUNTY)

 

I, Maureen H. Davis, a Notary Public in and for said County and State, hereby certify that the above named incorporator, Leander Patton, appeared before me on the 27th day of January, 1969, and on oath stated that the matters contained in said Articles of Incorporation are true.

 

Dated this 27th day of January, 1969.

 

_________________________

Notary Public

Maureen H. Davis

 

 

STATE OF ALABAMA)

:

MADISON COUNTY)

 

I, Maureen H. Davis, a Notary Public in and for said County and State, hereby certify that the above named incorporator, Henry Ponder, appeared before me on the 27th day of January, 1969, and on oath stated that the matters contained in said Articles of Incorporation are true.

 

Dated this 27th day of January, 1969.

 

_________________________

Notary Public

Maureen H. Davis

 

STATE OF ALABAMA)

:

MADISON COUNTY)

 

I, Dorothy P. Smith, a Notary Public in and for said County and State, hereby certify that the above named incorporator, Roscoe Roberts, Jr., appeared before me on the 30th day of January, 1969, and on oath stated that the matters contained in said Articles of Incorporation are true.

 

Dated this 30th day of January, 1969.

 

_________________________

Notary Public

Dorothy P. Smith

 

__________________________

 

STATE OF ALABAMA MADISON COUNTY PROBATE OFFICE

 

I hereby certify that the foregoing instrument was filed for record in … Feb. 4, 1969 at 4:17 o’clock p.m. and duly recorded …

ASHFORD TODD, Judge of Probate

  

27 778

50225

 

 

STATE OF ALABAMA)

                                     )

MADISON COUNTY   )

 

AMENDMENT TO ARTICLES OF INCORPORATION

OF

ALABAMA A&M COLLEGE FOUNDATION

 

                KNOW ALL MEN BY THESE PRESENTS:  That we, Henry Ponder ad Vice Chairman and Leander Patton as Secretary of the Alabama A&M College Foundation, a nonprofit corporation pursuant to the Laws of “Alabama Nonprofit Corporation Act” do hereby certify as follows:

 

                That in accordance with Title 10, Sections 234 and 235 of the Alabama Code of 1940 as amended, the undersigned, constituting three of the four members of the initial Board of Directors of the corporation, do hereby unanimously agree to amend the Articles of Incorporation of said corporation, which articles were filed February 4, 1969, as follows:

 

1.       By substituting the word “University” wherever the word “College” appears in the Articles of Incorporation.

 

2.       Adding to the fifth numbered paragraph as (I) (d) the following:

 

(d)  Director of Development of the Alabama Agricultural and Mechanical University

 

3.       By deleting paragraph Fourth as it appears and substituting in lieu thereof the following:

 

FOURTH:  The Corporation shall have no members.

               

                IN WITNESS WHEREOF, Henry Ponder as Vice Chairman of said corporation and Leander Patton as Secretary of said corporation, do hereunto set their hands and seals and do cause the seal of said corporation to be placed this the 25th day of July 1969.

 

Henry Ponder

Vice Chairman

 

Leander Patton

Secretary

 

 

                The undersigned do hereby certify that the foregoing Amendments were duly adopted and unanimously adopted at a duly called meeting of the Board of Director, a quorum being present, and that the signature constitutes a written acknowledgment of the consent of Leander Patton, Henry Ponder and Roscoe Roberts, Jr., being three-fourths of the Directors of the corporation to the above Amendments.  The undersigned to further certify that there are no other members of the corporation who have voting rights.

 

Leander Patton

Henry Ponder

Roscoe Roberts, Jr.

 

(Book 26, Page 676)

 

 

Without in any way limiting the foregoing stated purpose, and in addition to those powers specifically granted by the Alabama Non-Profit Corporation Act, the corporation shall have the following powers:

 

(a)     To receive and maintain a fund or funds and to administer and apply the income and principal thereof, to promote the purposes of the corporation.

 

(b)   To make gifts or loans, with or without interest, to Alabama Agricultural & Mechanical University for use by it in promoting and advancing the study and teaching of its curriculum.

 

(c)    To make gifts or loans, with or without interest, in the form of scholarships, fellowships, prizes or awards to individuals who have been selected in accordance with such standards and procedures as are established by the administration of the Alabama Agricultural & Mechanical University.

 

(d)   To acquire by lease, option, purchase, gift, grant, devise, conveyance, or otherwise, and to hold, enjoy, possess, rent, lease and sell lands or any interest therein as may be deemed to the interest of the corporation; to acquire by option, purchase, gift, grant, bequest, transfer or otherwise, and to hold, enjoy, possess, pledge as security, sell, transfer or in any manner dispose of personal property or chose in action of any class or description whatsoever; to retain any property, investments or securities originally received by the corporation or thereafter acquired by it, so long as the directors of the corporation shall consider the retention thereof desirable; to invest and reinvest any and all funds coming into the hands of the corporation, on any account whatsoever, in such property, investments or securities, as the directors deem advisable, however doubtful of hazardous or limited the description or nature of any property, investments or securities so retained may be, whether or not the same may be currently producing income and whether or not the same are, or may be such, as are authorized or deemed proper for investment of trust funds under the Constitution or Laws of the State of Alabama or of the United States; to register any shares of stock, certificates of interest, bonds, or other securities of any corporation, trust or association, or any chose in action, in the name of any nominee; to convert real property owned by the corporation into personal property and personal property into real property; to improve or cause or permit real property to be improved and to abandon any property which the Directors of the corporation deem to be without substantial value; to manage and control any shares of stock, certificates of interest, bonds or securities of any corporation, trust or association at any time acquired in any way by this corporation and with respect to the same to concur in plan, scheme or arrangement for the consolidation, merger, conversion, recapitalization, reorganization or dissolution, or the lease or other disposition of the properties of any such corporation, trust or association the securities of which are held by this corporation at any meetings of the holders of the same class of security of the issuing entity and generally in all respects to exercise all of the rights of ownership therein.

 

(e)   To employ the services of one or more banks having trust powers, or other agent, to perform all or any part of the powers granted by the preceding paragraph (d) and such other duties of the corporation as the directors deem appropriate on such terms and under such contractual arrangements as the directors may deem proper.

 

_______________________________ 

 

ARTICLES OF INCORPORATION

OF

ALABAMA A&M UNIVERSITY FOUNDATION

 

STATE OF ALABAMA:

MADISON COUNTY )

 

TO:         THE HONORABLE ASHFORD TODD, JUDGE OF PROBATE, MADISON COUNTY, ALABAMA

 

 

                The undersigned persons, desiring to organize a non-profit corporation under the provisions of The Alabama Non-Profit Corporation Act (Act No. 578, Regular Session, 1955; Chapter 10, Section 203 through 263, of Title 10 Code of Alabama, 1940), with all of the rights, powers and privileges of a corporation organized under said sections of said Code and under the Constitution and Laws of the State of Alabama, hereby make and file these Articles of Incorporation, as required by the provisions of said Alabama Non-Profit Corporation Act, and certify as follows:

 

                FIRST:  The name of the corporation shall be ALABAMA A&M UNIVERSITY FOUNDATION.

 

                SECOND:  The period for which the corporation shall exist shall be perpetual; however, its directors may terminate its existence pursuant to the provisions pertaining to the dissolution of the corporation hereinafter set out.

 

                THIRD:  The sole purpose for which the corporation is organized is educational, with the one objective of developing and increasing the facilities of Alabama Agricultural & Mechanical University for broader and increased opportunities in this realm for service to its students, Alumni and the citizens of the State of Alabama and the Nation, by encouraging gifts, grants and donations of money, property, works of art, historical papers and documents, museum specimens and any other such material and/or asset of educational value, and by such proper means as may seem advisable; to receive, hold and administer such gifts, grants and donations and to also act without profit as trustee and to have trust powers to be exercised when necessary or desirable and to perform any and all acts concerning management, investment, reinvestment and expenditures in furtherance of the educational interest of Alabama Agricultural & Mechanical University; and also to have such general powers and privileges as set forth in said “Alabama Non-Profit Corporation Act.”

 

(f)     To do and perform all other acts and things which may be incidental to and come legitimately within the scope of any and all the foregoing objects and purposes or which may be necessary or appropriate for the carrying out and accomplishment of any and all of the foregoing objects and purposes, and to have and exercise all rights and powers now conferred or which may hereafter be conferred on non-profit corporations under the laws of the State of Alabama.

 

(g)    Anything herein contained to the contrary notwithstanding, the corporation shall not be operated for private profit and no part of the assets or the net earnings of the corporation shall at any time inure to the benefit of any member, officer, director or other individual except for reimbursement to officers or directors for actual expenses incurred in the carrying out of their official duties, and for the payment of salaries to any person who may be employed by said corporation for the purpose of enabling corporation to carry out the purposes of enabling the corporation to carry out the purposes herein described and except for those persons receiving gifts or loans under the provisions of paragraphs (b) and (c) above.  Nor shall any part of the assets or earnings of the corporation be applied to activities in carrying on propaganda or in attempting to influence legislation.

 

(h)   Anything herein contained to the contrary notwithstanding, the corporation shall be empowered to refuse to accept any gift, bequest or devise.

 

(i)      Anything herein contained to the contrary notwithstanding, the corporation, its officers and directors, shall be and are hereby expressly prohibited from adopting or carrying out any policy or principle in the administration of this corporation which shall be deemed by the President of the Alabama Agricultural & Mechanical University, and of which this corporation has received notice in writing, at any time before or after the adoption or execution of such policy or practice, in the sole discretion of said President to be inconsistent with law of the policy of the Alabama Agricultural & Mechanical University or the State Board of Education of Alabama.

 

              FOURTH:  The Corporation shall have one or more classes of members, and such class, or classes, and the qualification and rights thereof, shall be set forth in the by-laws of the corporation.

 

             FIFTH:   (1)  There shall be no more than thirty-five (35) directors of the corporation.  Each of the following described persons and officers shall be, during their terms of office, members of the Board of Directors.

 

(a)    The President of the Alabama Agricultural & Mechanical University.

 

(b)   The Business Manager of the Alabama Agricultural & Mechanical University.

 

(c)    The Dean of the Alabama Agricultural & Mechanical University.

 

In addition to the above ex officio members of the Board, the Board of Directors shall be authorized to elect from time to time additional directors for terms of office not to exceed three years so as to increase the size of the Board to a number not exceeding thirty-five (35).   The terms of office of all directors and all officers of the corporation heretofore and hereafter elected shall terminate on September 30 of the year in which the terms expire, or as soon thereafter as their successors shall be elected.  Additional directors so elected shall be assigned among the existing classes of directors so that to the extent possible, the number of directors whose terms expire on September 30 of any year shall be approximately the same each year.

 

Upon the death or resignation of any member of the Board of Directors holding office ex officio, the person assuming his office or duties shall become a member of the Board.  Upon the death or resignation of any member of the Board elected by the Board under the provisions hereof, or in the event that any member elected should fail, refuse or be unable to serve, the remaining members of the Board shall elect a director to fill the unexpired term.

 

Directors once elected shall exercise full powers until their successors shall be elected or appointed.

 

(2)  The Board of Directors shall have the following powers which may be exercised by them by a majority vote of those directors present at any duly called meeting attended by one-fourth or more of the directors:

 

(a)    To enact such rules and by-laws for the government of the corporation as the performance of its functions shall require, including but not limited to, providing for officers and committees to which any part of the powers herein granted may be delegated, as they deem necessary, from time to time, and their terms of office, provided that no such rules and by-laws shall be interpreted so as to conflict with any present or future provisions of the Constitution or Laws of the State of Alabama, or with any of the provisions of these Article of Incorporation, or with any provisions of the Laws of the United States of America under which contributions the corporation may be considered as deductible on income, gift or estate tax returns of the donor.

 

(b)   To terminate the existence of this corporation, but upon such other termination or dissolution, all funds and assets, after the deduction therefrom of any expenses of dissolution and liquidation, shall be paid over to the Alabama Agricultural & Mechanical  University for the purpose of promoting the study and teaching of the curriculum at the Alabama Agricultural & Mechanical University.

 

(c)    To designate from time to time three or more of the members of the Board of Directors to serve as an Executive Committee of the Board, with such powers and authority as may be granted it by the Board of Directors.

 

(3)  The corporation shall not be authorized to issue shares of stock.

 

(4)  There shall be no personal or individual liability of any character of any director or officer for any debts or obligations to the corporation.

 

                SIXTH:  The principal and registered office of the corporation shall be located at Alabama Agricultural and Mechanical University campus, Normal, Alabama.  The registered agent of the corporation shall be Leander Patton, Alabama Agricultural & Mechanical University, Normal, Alabama.

 

                SEVENTH:  The initial Board of Directors shall consist of:

 

 

NAME                                                 ADDRESS

 

R.D. Morrison, President                  Alabama Agricultural & Mechanical University

                                                                                                       Normal, Alabama

 

Leander Patton, Business Manager Alabama Agricultural & Mechanical University

                                                                                                       Normal, Alabama

 

Henry Ponder, Dean                         Alabama Agricultural & Mechanical University

                                                                                                       Normal, Alabama

 

Roscoe Roberts, Jr.                          Alabama Agricultural & Mechanical University

                                                                                                       Normal, Alabama

 

                EIGHTH:   The name and address of each incorporator is as follows:         

 

R.D. Morrison, President                  Alabama Agricultural & Mechanical University

                                                                                                       Normal, Alabama

 

Leander Patton, Business Manager Alabama Agricultural & Mechanical University

                                                                                                       Normal, Alabama

 

Henry Ponder, Dean                         Alabama Agricultural & Mechanical University

                                                                                                       Normal, Alabama

 

Roscoe Roberts, Jr.                          P. O. Box 287, Huntsville, Alabama

 

 

                IN WITNESS WHEREOF, we the undersigned incorporators have hereunto set out hands and seals this 27th day of February, 1969.

 

R.D. Morrison

Leander Patton

Henry Ponder

Roscoe Roberts, Jr.

__________________

 
Digital Reformat:
J. Saintjones
7/2017
Alabama A&M University
Foundation Office/Normal Hills
P. O. Box 348
Normal, AL 35762-0348
(256) 372-2004 - Main
(256) 372-8470 (Fax)
 
Allen P. Vital, Ph.D.
Executive Director, allen.vital@aamu.edu
(256) 372-4170
 
Kwanjalin Garrett
(256) 372-2004
 
"Service Thru Stewardship & Trust"