STATE OF TENNESSEE
CHARTER OF INCORPORATION
FOOTHILLS CRAFT GUILD, INC.
Be it known, that William T. Henry, Josh Williams, Louise Stoddart, Louise Pflasterer, Charles Caldwell, Margaret R. Haaland, and Judith T. Kidd, are hereby constituted a body policit and corporate, by the name and style of:
FOOTHILLS CRAFT GUILD, INC.
For the purpose of encouraging and promoting the development and appreciation of art and handicrafts of all types; to promote and encourage high standards of workmanship in handicrafts and conduct educational programs for persons interested in handicrafts of all kinds; to sponsor and hold handicraft shows, exhibitions, fairs and demonstrations, and such other programs and engage in such other activities which contribute to the advancement, development and appreciation of art and handicrafts of all kinds; which said purposes are within the purview of Section 48-1101(4) of Tennessee Code Annotated for "the support of any literary or scientific undertaking as, a college or university, with powers to confer degrees; an academy; a debating society; lyceum; the establishment of a library; the support of a historical society; the organization and support of battlefield associations; the promotion of painting, music or the fine arts; the organization and support of cemetery associations for the purposes of acquiring and maintaining cemeteries or burial places wherein soldiers and sailors or other persons are buried, and for the preservation and maintenance of such cemeteries other than cemetery organizations for profit; the organization of associations for the support of boards of trade, chambers of commerce, community improvement, industrial development, or other objects of like nature."
The corporation shall have in addition, to the following enumerated general powers, such other powers that general welfare corporations are granted by the laws of the State of Tennessee, including the following powers: (1) To sue and be sued by the corporate name. (2) To have and use a common seal, which it may alter at pleasure; if no common seal, then the signature of the name of the corporation, by any duly authorized officer, shall be legal and binding. (3) Any corporation chartered under the laws of Tennessee for religious, charitable, educational, missionary, or other eleemosynary purposes, or any other purposes, and not for profit, shall have the power to receive property, real, personal or mixed, by purchase, gift, devise, or bequest, sell the same and apply the proceeds toward the promotion of the objects for which it is created, or hold any such property and apply the income and profits towards such objects. (4) Unless otherwise specifically directed in the trust instrument by which any real or personal property, money, or other funds, are given, granted, conveyed, bequeathed, devised to, or otherwise vested in, corporations formed for religious, educational, scientific, or other charitable purposes, the directors, the governing board, or the authorized finance committee thereof, when authorized by the corporation, shall have power to invest funds thus received, or the proceeds of any property thus received, in such investments as in the honest exercise of their judgment they may, after investigation, determine to be safe and proper investments, and to retain any investments heretofore so made. (5) To establish by-laws, and make all rules and regulations not inconsistent with the laws and Constitution, deemed expedient for the management of corporate affairs. (6) To appoint such subordinate officers and agents, in addition to a president and secretary, or treasurer, as the business of the corporation may require. (7) To designate the name of the office, and fix the compensation of the officer. (8) To borrow money to be used in payment of property bought by it, and for erecting buildings, making improvements, and for other purposes germane to the objects of its creation, and secure the repayment of the money thus borrowed by mortgage, pledge, or deed of trust, upon such property, real, persona, or mixed, as may be owned by it; and it may, in like manner, secure by mortgage, pledge, or deed of trust, any existing indebtedness which it may have lawfully contracted.
The said five or more corporators shall, within a convenient time after the registration of this charter, elect from their number a president, secretary, and treasurer, or the last two officers may be combined into one, said officers and the other corporators to constitute the first board of directors. The business, property and affairs of the corporation shall be managed, conducted and controlled by the board of directors. Any corporation not for profit may increase its directors or trustees to a number not more than one hundred, by due and proper amendment to its by-laws, unless otherwise specifically provided. In all elections each member to be entitled to one vote, either in person or by proxy, and the result to be determined by a majority of the votes cast. Due notice of any election must be given by advertisement in a newspaper, or by personal notice to the members, or a day stated on the minutes of the board one month preceding the election. The term of officers may be fixed by the by-laws, the said term no, however, to exceed three years. All officers hold office until their successors are duly elected and qualified.
The general welfare of society, not individual profit, is the subject for which this charter is granted, and the members are not stockholders in the legal sense of the term, no shares of stock shall be issued, and no dividends or profits shall be divided among the members; provided that, this shall not preclude the disbursement of assets to members in the event of dissolution where and to the extent expressly authorized by applicable law.
The board of directors shall keep a record of all their proceedings which shall be at all times subject to the inspection of any member. The corporation may establish branches in any other County in the State.
The members may, at any time, voluntarily dissolve the corporation by a conveyance of its assets and property to the State of Tennessee, any County of municipality of the State, or to any other corporation holding a charter from the State for purposes not of individual profit, first providing for corporate debts; provided, that assets and property so conveyed shall be used by the grantee for purposes similar to those of the conveying corporation.
Whenever there has been no meting of the members for a period of five years or more, and because of the death of members or the condition of the corporate records it is impossible to notify a sufficient number of members to constitute a quorum, notice of a meeting of the members may be (this is unreadable, but probably reads something like "published in a newspaper in the city where the corporation") has its principal location, at least thirty days before such meeting shall be held. The members attending such meeting shall be deemed to constitute a quorum for the purposes of electing directors or trustees, and authorizing such directors or trustees to dissolve the corporation and convey its property and assets in accordance with this section or applicable law.
The charter is subject to modification and amendment in the manner provided by law; provided that such modification and amendment must be approved by the vote to at least 2/3 vote of the membership present at any meeting called for this purpose. In case said modification or amendment is not accepted, corporate business is to cease, and the assets and property, after payment of debts, are to be conveyed, as aforesaid, to some other corporation holding a charter for purposes not connected with individual profit. Acquiescence in any modification, thus declared, shall be determined in a meeting of the members especially called for that purpose, and only those voting in favor of the modification shall thereafter compose the corporation.
The means, assets, income, or other property of the corporation shall not be employed, directly or indirectly, for any other purpose whatever than to accomplish the legitimate objects of its creation, and by no implication shall it engage in any kind of trading operation, nor hold any more real estate than is necessary for its legitimate purposes, provided, however, this shall not preclude the corporation from disposing of any property of assets lawfully acquired where such property and assets are determined to be no longer needed to accomplish the objects and purposes of its creation, and the proceeds derived therefrom are to be applied toward the legitimate objects of its creation.
Expulsion shall be the only remedy for the nonpayment of dues by the members, and there shall be no individual liability against the members for corporate debts, but the entire corporate property shall be liable for the claims of creditors.
We, the undersigned, the incorporators above mentioned, hereby apply to the State of Tennessee for a charter of incorporation for the purposes declared in the foregoing instrument.
Signatures of the people named in the first paragraph are appended, and these signatures were notarized by Mary Jo Foust, Notary Public for the State of Tennessee in Anderson County, on February 27, 1968.
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