Amended and Restated Articles of Incorporation of the Ecology Crossroads Cooperative Foundation, Inc. an international voluntary nonstate, nonprofit, nonreligious, and nonmilitary organization.
The Amended and Restated Articles of Incorporation of the undersigned, all being individual persons, do, voluntarily, under and by virtue of law, hereby associate themselves with the desire and honorable intention to reform their non-profit charitable organization in the continued common benefit and interest of the public.
Pursuant to the provisions of Chapter 273, §263 and §273 of the Kentucky Revised Statutes, the restated articles of incorporation correctly set forth the provisions of the articles of incorporation as theretofore amended, they have been duly adopted as required by law by our Board of Trustees, Founder, and the Commonwealth of Kentucky, as presented hereto they supersede the original articles of incorporation and all previous amendments thereof.
We, the Undersigned, for the purposes hereinafter stated, do so, under and pursuant to the provisions of, and outline of the Model Nonprofit Corporation Act of the American Bar Association, the Non-Profit Corporation Laws and Revised Statutes of the Commonwealth of Kentucky (KRS Chapter 273), other applicable laws of the State, under the laws of the United States of America, and under the best practice normatives and international laws of the United Nations to operate as an International Non-Governmental Organization (iNGO), and further, do hereby make, declare and adopt the following conformed 'Amended and Restated Articles of Incorporation.' We the Trustees do hereby certify as follows:
The name of the corporation is and shall remain the “Ecology Crossroads Cooperative Foundation, Inc.”, a non-profit, non-stock Kentucky corporation hereinafter referred to as Ecology Crossroads, ECCF or in law as the ‘Corporation.’
The Ecology Crossroads Cooperative Foundation is incorporated in the Commonwealth of Kentucky under ID 0329183 as a nonprofit corporation established on April 12, 1994, is recognized by the Internal Revenue Service as a 501(c)(3) tax-exempt non-governmental organization (NGO) under US tax ID number 61-1259384 and exists to fulfill the charitable purposes further set forth in this Certificate of Authority and Restated Articles of Incorporation.
The period of the duration of this corporation is perpetual.
The street address of the corporation’s current registered office in Kentucky is 302 General Smith Drive, Richmond, Kentucky 40475, and the name of the initial registered agent to which process may be served at that office is Maya-Lís Wright.
The street address of the corporation’s principal office where books are kept, mail is delivered, and business is conducted in Kentucky is in Madison County at 302 General Smith Drive, Richmond, Kentucky 40475.
Officers and designated cooperative members may establish temporary field offices in camps and remote communities as necessary to accomplish the purposes set forth herein as necessary to fulfill the mission and objectives of the organization.
The corporation may also have temporary, permanent, or foreign business offices in other places, within or without its state of incorporation, where it is qualified, licensed, associated or otherwise permitted to do business, as its business and activities may require, and as the board of trustees may, from time to time, designate.
Our objectives have been established and set forth to address global and international ecological, conservation and environmental concerns and needs including tree based carbon reserves, air, water, natural ecology, wildlife habitat preservation and biodiversity in/of sensitive and endangered global biospheric production areas, specifically in the northern equatorial rainforests of Amazonia and the Guiana Shield where great needs for ecological services has been identified.
Our purposes advocate preservation of the planet’s natural order through wildlife conservation, habitat protection, education, the advancement of science and filling the collective common needs of all of natural inhabitants living under free, wild and primitive conditions in, of, and throughout Amazonia and the Guiana Shield.
Our mission is to preserve the natural order of the world through responsible stewardship and sustainable use of endangered global natural resources, ecosystems and landscapes.
The purposes for which the Corporation is formed, and the business and the objects to be carried on and promoted by it, are as follows:
The purposes for which the Ecology Crossroads Cooperative Foundation is organized and created are exclusively for educational, literary, scientific, and charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
No part of the earnings of this Corporation shall ever inure to the particular benefit of, or be distributable to any Member, Trustee, Officer or individual having a personal or private interest in the activities of this Corporation, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments, reimbursements and distributions in furtherance of the purposes set forth in Article V hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in the opposition to any candidate for any public office. Said Corporation shall not be authorized to accept gifts or contributions for other than the purposes hereinbefore stated. As a means of accomplishing the foregoing purposes, said Corporation shall have the power to do any and all such acts as are necessary or conducive to the attainment of any of the objects and purposes set forth herein, to the same extent and as fully as any natural person might or could do; provided, however, that notwithstanding any provision of these articles or any provisions of applicable state or federal law. Notwithstanding any other provision of these articles, the Corporation 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, or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170 of the Internal Revenue Code or any future federal tax code.
The Corporation shall be subject to the following restrictions:
The Corporation shall be a cooperative membership association and individual membership organization and shall have no authority to issue any capital stock. As a nonprofit charity the cooperative members and individual members shall have no right, title or interest whatsoever in the corporation, in its income, property, and assets nor shall any member solely or collectively have right or claim to any legal portion or interest. The specific conditions, classes, qualifications, obligations, benefits of membership and the voting powers of the members are set forth in the Bylaws of the Corporation.
The business and affairs of the Corporation, and the control and disposition of its property and funds, shall be managed by or under the direction of the Board of Trustees of the Corporation. The qualification, tenure, number, election, selection, powers, and duties of the Board of Trustees are provided in the Bylaws of the Corporation. No officer, trustee, member or employee of the Corporation shall receive any pecuniary profit from the operations thereof, except reasonable compensation for services actually rendered on behalf of the Corporation.
None of the officers, trustees, founders, incorporators or employees shall have any right, title or interest whatsoever in the corporation, in its income, property, or assets nor shall any member solely or collectively have right or claim to any legal portion or interest.
A Trustee of the Corporation or an Officer of the Corporation shall not be personally liable to the Corporation or its members for monetary damages for breach of fiduciary duty as a Trustee or Officer, except that of liability (i) for any breach of the Trustee's or Officer's duty of loyalty to the Corporation or its members, (ii) for acts or omissions not in good faith or which involve intentional misconduct, (iii) under any section of the laws pertaining to non-profit corporations, or (iv) for any transaction from which the Trustee or Officer derived any improper personal benefit. If the laws of this jurisdiction are amended after the filing of these Articles of Incorporation of which this article is a part to authorize corporate action further eliminating or limiting the personal liability of Trustees or Officers, then the liability of a Trustee or Officer of the Corporation shall be eliminated, enhanced or limited to the fullest accordance by such Laws as pertaining to non-profit corporations, as so amended.
Any repeal or modification of the foregoing paragraphs by the members of the Corporation shall not adversely affect any right or protection of a Trustee or Officer of the Corporation at the time of such repeal or modification.
The Incorporators of the Corporation of whom are also the current acting Board of Trustees of the Corporation, shall serve as Trustees until the next annual meeting of the Corporation or until their successors are elected and qualify, whichever occurs first. Their names are as follows and at the time of the filing of these re-stated articles were all living:
Sophia Williams-Aviliez Wright
Maya-Lís Arolla Wright
Nicholas Aigner Wright
David Jeffrey Wright
Each Incorporator named has consented to their respective appointments as a member of the Initial Board of Trustees through mutual association with one and the other and the filing of these Articles of Incorporation. The number of active Trustees may be increased or decreased from time to time in accordance with the Bylaws, but shall never be less than three nor more than thirty six. The term of each trustee appointment is five years from the time of the appointment, or until a successor is chosen. The members of the Corporation may elect new Trustees each year at annual meetings on a five-year rotational basis. The Bylaws may provide for ex officio and honorary Trustees, and their rights and privileges.
The Primary Officers of the Corporation shall jointly be known as the 'Figureheads of the Corporation' and include the named positions of President, Vice-President, Secretary and Treasurer, additionally there may be other Officers, Assistant Officers, Committee Chairpersons, and Honorary Officers as may be provided in the Bylaws. Each Officer shall be selected for their duty by the Board of Trustees (and may be removed by the Board of Trustees) at such time and in such manner as may be prescribed by the Bylaws. The powers of the Figureheads and the other Officers of the Corporation shall be as prescribed for in the Bylaws of the Corporation. Board members, advisory committees, and the members of executive council shall serve their office without remuneration.
In the event of liquidations, dissolution, or winding up of this Corporation, whether voluntary, involuntary, or by operation of law, except as otherwise provided by law, the Board of Trustees and Officers of this Corporation shall have the power to dispose of the total assets of the Corporation in such manner as they, in the exercise of any absolute and uncontrolled discretion, may by a majority vote determine; provided, however, that such disposition shall; be calculated to carry out the objects and purposes for which the Corporation is formed and only such objects and purposes; provided further, that the recipients of such disposition shall be limited exclusively to the Federal Government, a State or local government, or to any organization which, at the time of disposition, is qualified exempt from tax under section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any subsequent United States Internal Revenue Law.
The Bylaws of the Corporation are made and adopted by the Board of Trustees, and may be altered, amended or rescinded by the Board of Trustees at any time by board resolution.
The articles of incorporation state the purpose and scope of the foundations business and give the organization a distinct legal standing. The bylaws state how the foundation will conduct business and must be consistent with international, national and state statutes and the articles of incorporation.
This Corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation or any amendment to them, and all rights and privileges conferred upon the Members, Trustees and Officers are subject to this reservation, unless otherwise noted, in the manner now or hereafter prescribed by statute. All the rights conferred herein are granted subject to this reservation; provided, however, that no amendment shall authorize the Board of Trustees or its Officers to conduct the affairs of the Corporation in any manner for any purpose which would cause it to lose its tax-exempt status under the provisions of the applicable Internal Revenue Codes, or the corresponding provisions of any future federal tax laws, as amended.
This Corporation began to conduct its activities as a non-profit charitable entity as defined by § 501(c)(3) the Internal Revenue Service Code. The Corporation will further, carry on its practices to continue to qualify as a publicly supported organization and in due process remain classified as either a § 509(a)(1) or § 509(a)(2) public charity.
The Corporation shall adopt and maintain a volunteer policy consistent with the US Federal Volunteer Protection Act, 42 USCA Sec. 14501 et seq.
The funds of the corporation and/or benefits of membership of the corporation shall not be restricted in use to any people or be discriminate on the basis of race, faith, religion, color, life-style, ancestry, national origin, political party, sex, marital status, belief, creed and physical or mental handicap. Funds and benefits available to members and the public shall always be administered on an open nondiscriminatory and interdenominational basis.
The Corporation shall adopt and maintain policies governing conflict of interest, code of ethics, protocol, whistleblowers, document retention, compensation setting, investments, gift acceptance, restricted gifts, and joint ventures consistent with the requirements of the US Internal Revenue Service and other applicable law.
The Corporation shall hereforth be bound by the laws of the Commonwealth of Kentucky and in those places the Corporation is recognized as a foreign corporation to annually file a report disclosing the current names and addresses of the officers of the Corporation and to make filings reporting changes of address, or the name of the registered agent to the Office of the Secretary of State of the Commonwealth of Kentucky. The Corporation shall also be bound to file Articles of Amendment, Articles of Merger, and/or Articles of Dissolution as necessary or appropriate to comply with statues defined in KRS 273.
Publicly the Corporation will make available summarized financial statements, the names of officers, the names of its Trustees, other businesses it owns or trades as, accomplishments within the Corporation's purposes, the current mission of the Corporation, current and planned projects and other information deemed appropriate in an all-encompassing annual report for the previous annual period. Said report will be made available electronically on the Internet for free to review publicly and available in a printed format by mail upon request and payment of printing, preparation and mailing costs to be bared by the Corporation.
The Corporation shall hereforth proceed with its continued authority to conduct business under the statues cited herein, under applicable laws that may apply or come to apply to the operation of the Corporation, including for such purposes conformance to applicable statutes of the lands it may eventually operate within.
The Founder, David Jeffrey Wright, hereby certifies; the original name of this corporation is the Ecology Crossroads Cooperative Foundation and the date of filing the original Articles of Incorporation of this company with the Secretary of State of the Commonwealth of Kentucky was ____________, I am the duly acting President and Executive Director, and this Certificate of Incorporation for this corporation are hereby amended and are restated.
David Jeffrey Wright, President and Executive Director
In the hand of the Corporation's duly authorized representative this Certificate of Organization and Articles of Incorporation hath been delivered to and filed with the Secretary of State of Kentucky, in person, at the State's Capitol in Frankfort on the 31st day of October, in the two thousandth thirteenth year of the common era.
Maya-Lís Arolla Wright, Secretary and Registered Agent