ARTICLES OF INCORPORATION OF THE EVANGELICAL THEOLOGICAL SOCIETY The undersigned incorporator, for the purpose of forming a nonprofit corporation under the laws of the State of Arizona, hereby adopts the following Articles of Incorporation: ARTICLE I The name of this corporation is: EVANGELICAL THEOLOGICAL SOCIETY. ARTICLE II The known place of business of this Society shall initially be 7901 E. Shea Blvd., Scottsdale, AZ 85260, but it may establish other principal places of business and other offices at such other places, either within or without the State of Arizona, as the Board of Directors may from time to time determine. ARTICLE III This Society is organized and shall be operated as a nonprofit corporation solely and exclusively for charitable, religious, educational and scientific purposes as defined in Section 501(c)(3) of the Internal revenue Code of 1986, as amended, including distributions to organizations that qualify as exempt organizations under that Section 501(c)(3), or the corresponding section of any future federal tax code. Specifically, the purpose of the Society shall be to foster conservative biblical scholarship by providing a medium for the oral exchange and written expression of thought and research in the general field of the theological disciplines as centered in the Scriptures. Consistent with the foregoing purposes and subject to all other limitations, restrictions and prohibitions set forth in these Articles, this Society shall have all the powers specified in the Arizona Nonprofit Corporation Act, as amended from time to time, and to do all and everything necessary, suitable and proper for the accomplishment of the purposes or attainment of the objects hereinabove set forth either alone or in association with other individuals, corporations or partnerships, including federal, state, county and municipal bodies and authorities; and, in general, to do and perform such acts and transact such business in connection with the foregoing objects not inconsistent with law; provided, however, that the Society shall not perform any act or transact any business that will jeopardize the tax exempt status of the Society under Section 501(c)(3) of the Internal Revenue Code, or for a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, and the regulations as such Sections and regulations now exist or may hereafter be amended or under corresponding laws and regulations hereafter adopted. In furtherance of its charitable, religious, educational and scientific purposes, the Society may accept and acquire, by gift, devise, or otherwise, donations, money and property of every kind, nature and description from any person, firm, or entity, and hold, manage, administer, use, or allocate the same as the Society and its Board of Directors shall determine; provided, however, that no part of the net earnings, if any, of the Society shall inure to the benefit of any person having a personal or private interest in the Society or of any substantial contributor to the Society or to the benefit of any member of his or her family or corporation controlled, either directly or indirectly, by him or her, except for any reasonable allowances for salaries actually rendered and/or for reimbursements in reasonable amounts of expenses actually incurred in attending to the affairs of the Society. In no event shall this Society and its Board of Directors be required to transmit any donation(s) that it may receive to, or for the benefit of, any other domestic or foreign entity or any particular project, nor shall this Society and its Board of Directors be prohibited from doing so; provided that the Society and its Board of Directors, acting in its sole and complete discretion, shall decide that such use is in furtherance of its purposes. ARTICLE IV No substantial part of the activities of the Society shall be carrying on propaganda or otherwise attempting to influence legislation; nor shall the Society participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office. ARTICLE V Notwithstanding other provisions of these Articles of Incorporation, in the event the objects, purposes and business of the Society cannot be accomplished unless the Society is operated as a private foundation within the meaning of Section 509 of the Internal Revenue Code of 1986 and its regulations as such Section and regulations now exist or may hereafter be amended or under corresponding laws and regulations hereafter adopted, it shall not be operated in violation of the following limitations, restrictions and prohibitions: (a) The Society 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 of 1986 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 Society shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986 and its regulations as such Section and regulations now (c) The Society shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1986 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 Society shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1986 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 Society shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986 and its regulations as such Section and regulations now exist or may hereafter be amended, or under corresponding laws and regulations hereafter adopted. ARTICLE VI The time for the commencement of this Society shall be the date of the filing of these Articles of Incorporation as required by law, and the term of its corporate existence shall be perpetual. ARTICLE VII This Society shall be a nonprofit corporation and shall have no stock, and no dividends or pecuniary profits shall be declared or paid to the members or directors hereof or to any other private individual. All the earnings and property of the Society shall be used to further the purposes and objects of the Society as set forth in ARTICLE III. Nothing contained herein, however, shall prohibit payments by the Society of reasonable compensation for services rendered to the Society. ARTICLE VIII The members, directors and officers of the Society shall not be individually liable for the Society's debts or other liabilities. The private property of such individuals shall be exempt from any corporate debts or liabilities. To the fullest extent permitted by Arizona law the directors of the Society shall not be liable to the Society or its members for money damages for any action taken or any failure to take any action as a director, except liability for any of the following: (a) the amount of a financial benefit received by a director to which the director is not entitled; (b) an intentional infliction of harm on the Society or the members; (c) a violation of Section 10-3833 of the Arizona Revised Statutes; or (d) an intentional violation of criminal law. If the Arizona Revised Statutes are hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Society shall be eliminated or limited to the fullest extent permitted by the Arizona Revised Statutes, as so amended. Any repeal or modification of this Article VIII shall not adversely affect any right or protection of a director of the Society existing at the time of the repeal or modification. ARTICLE IX The management of the affairs of the Society shall be vested in a Board of Directors of not less than one (1), nor more than nine (9), persons. The initial Board of Directors shall consist of ______ (__) persons. The names of those selected to serve as the initial directors, beginning with the incorporation of this Society and until the first annual election of directors or until their successors are elected and qualify, are: R. Albert Mohler, Jr. D.A. Carson Timothy George Gregg R. Allison Craig S. Keener Michael J. Kruger David S. Dockery Sam Storms The Bylaws of the Society shall prescribe the terms of office and manner of election of directors. ARTICLE X The Society shall have a membership as set forth in the Bylaws of the Society. The members shall elect the directors of the Society as provided in the Bylaws. ARTICLE XI No person shall possess any property right in or to the property or assets of the Society. Upon dissolution of this Society as provided in the Bylaws or otherwise, all assets remaining after payment of any outstanding liabilities shall be distributed exclusively to charitable, educational or religious organizations as specified in the Bylaws which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986 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 objects similar to those of the Society. ARTICLE XII These Articles of Incorporation may be amended as provided in the Bylaws of the Society. ARTICLE XIII The Society shall indemnify each of its past, present and future directors, officers, employees and agents, which includes uncompensated or volunteer members of advisory boards and councils of the Society, against all expenses they incur, including, but not limited to, legal fees, costs, judgments and penalties, which may be incurred, rendered or levied in any legal action brought against any of them for or on account of any action or omission alleged to have been committed while acting within the scope of their authority as directors, officers, employees, members of advisory boards or councils, or agents of the Society. Whenever any person reports to the Executive Director of the Society that a legal action has been brought or is about to be brought against the person, for or on account of any action or omission alleged to have been committed by the person while acting within the scope of the person's function as a member, director, officer, employee, advisory board or council member, or agent of the Society, members of the Board of Directors, who are not parties to the action, suit or proceeding, at the next regular or at a special meeting held within a reasonable time thereafter, shall determine, in good faith, whether, in regard to the matter involved in the action or contemplated action, the person acted, or failed to act, in good faith and in the manner the person reasonably believed to be in or not opposed to the best interests of the Society, and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. If the Board of Directors determines that the person did so act with regard to the matter involved in the action or contemplated action, indemnification shall be mandatory and shall be automatically extended as specified herein; provided that the Society shall have the right to refuse indemnification in any instance in which the person to whom indemnification would otherwise have been applicable shall unreasonably refuse to permit the Society, at its own expense and through counsel of its own choosing, to defend the person in the action. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of no contest or its equivalent shall not by itself create the presumption that the person acted or failed to act other than in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Society and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful. The Society shall provide for indemnification in accordance with this Article XIII and to the fullest extent permitted by Arizona law. ARTICLE XIV This Society hereby appoints Steven P. Oman, 14646 N. Kierland Blvd., Suite 230, Scottsdale, AZ 85254, as its initial statutory agent. All notices and processes, including service of summons, may be served upon said statutory agent and, when so served, shall be lawful, personal service upon this Society. The Board of Directors may, at any time, appoint another agent for such purpose, and filing of such other appointment shall revoke this or any other previous appointment of such agent. ARTICLE XIV The name and address of the incorporator of this Society is: Steven P. Oman, 14646 N. Kierland Blvd., Suite 230, Scottsdale, AZ 85254. Ken Magnuson, Incorporator and Executive Director Dated August 20, 2021 |
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