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Grant Avenue Foundation

A California Non-profit Corporation

ARTICLES OF INCORPORATION

ARTICLE I

NAME

1.01  Name

The name of this corporation shall be Grant Avenue Foundation. The business of the corporation may be conducted as Grant Avenue Foundation.

ARTICLE II

DURATION

2.01 Duration

The period of duration of the corporation is perpetual. 

ARTICLE III

PURPOSE

3.01  Purpose

   Grant Avenue Foundation is a non-profit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code

. 

Our vision is to provide the funds necessary for a complete education, enhancing the core curriculum in supporting programs in the Arts, Music, Science (S.T.E.M.) and Athletics.

3.02 Non-Profit

Grant Avenue Foundation is designated as a non-profit corporation. 

ARTICLE IV

NON-PROFIT NATURE

4.01  Non-profit Nature

Grant Avenue Foundation is organized exclusively for charitable and educational purposes 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 net earnings of Grant Avenue Foundation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. 

Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Grant Avenue Foundation is not organized and shall not be operated for the private gain of any person. The property of the corporation is irrevocably dedicated to its educational and charitable purposes. No part of the assets, receipts, or net earnings of the corporation shall inure to the benefit of, or be distributed to any individual. The corporation may, however, pay reasonable compensation for services rendered, and make other payments and distributions consistent with these Articles. 

4.02  Personal Liability

No officer or director of this corporation shall be personally liable for the debts or obligations of Grant Avenue Foundation of any nature whatsoever, nor shall any of the property or assets of the officers or directors be subject to the payment of the debts or obligations of this corporation. 

4.03  Dissolution

Upon termination or dissolution of the, Grant Avenue Foundation any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.

The organization to receive the assets of the Grant Avenue Foundation hereunder shall be selected by the discretion of a majority of the managing body of the Grant Avenue Foundation and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Grant Avenue Foundation by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of California.

In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of California to be added to the general fund.

4.04  Prohibited Distributions

No part of the net earnings or properties of this corporation, on dissolution or otherwise, shall inure to the benefit of, or be distributable to, its members, directors, officers or other private person or individual, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III, Section 3.01.

4.05  Restricted Activities

No substantial part of the corporation’s activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office.

4.06 Prohibited Activities 

Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on (I) by a corporation exempt from federal income tax as an organization described by Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (II) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE V

BOARD OF DIRECTORS

5.01  Governance

Grant Avenue Foundation shall be governed by its board of directors. 

5.02   Initial Directors

The initial directors of the corporation shall be:

James M. Reed

Steve Longenbohn

Ryan Mclellan

ARTICLE VI

MEMBERSHIP

6.01  Membership

Grant Avenue Foundation shall have no members. The management of the affairs of the corporation shall be vested in a board of directors, as defined in the corporation’s bylaws. 

ARTICLE VII

AMENDMENTS

7.01  Amendments 

Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors. 

ARTICLE VIII

ADDRESSES OF THE CORPORATION

8.01 Corporate Address

The address of the corporation is:

Grant Avenue Foundation

15808 Hesperian 

San Lorenzo, Ca. 94580

The mailing address of the corporation is:

 Grant Avenue Foundation

 15808 Hesperian Blvd

 San Lorenzo, Ca. 94580

ARTICLE IX

appointment of registered agent

9.01  Registered Agent

The registered agent of the corporation shall be: 

    James M. Reed

   15808 Hesperian Blvd

    San Lorenzo, Ca. 94580

ARTICLE X

INCORPORATOR

The incorporators of the corporation are as follow:

James M. Reed

San Leandro, Ca. 94579

510-377-7036

Email: bf18wheels2@hotmail.com

Steve Longenbohn

Rodeo, Ca. 94572

510-377-7036

Email: GKAR42@hotmail.com 

Ryan Mclellan 

Hayward, Ca. 94544

510-377-7036

Email: messiam27@yahoo.com

CERTIFICATE OF ADOPTION OF Articles of Incorporation

We, the undersigned, do hereby certify that the above stated Articles of Incorporation of Grant Avenue Foundation were approved by the board of directors on Saturday, 09/07/2019 and constitute a complete copy of Articles of Incorporation of the Grant Avenue Foundation.

James Reed,  San Leandro, Ca. 94579

_____________________________________________________

Steve Longenbohn,  Rodeo, Ca. 94572

______________________________________________________

Ryan Mclellan,  Hayward, Ca. 94544

__________________________________________________________

acknowledgment of CONSENT to APPOINTMENT as REGISTERED AGENT

I, James M. Reed, agree to be the registered agent for Grant Avenue Foundation as appointed herein.

________________________ ____ 

James M. Reed

Date: _______________________