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Restated Articles of Incorporation of the Mantua Citizens' Association, Inc.

Our Association is governed by our Articles of Incorporation, our Bylaws and by Robert's Rules of Order, which provides for ?standing rules? to describe specific policies and procedures for conducting day-to-day business.

This document puts our Policies and Procedures in writing, where they can be easily referenced in conducting our affairs. More important, they may be adapted to our changing needs by a simple majority vote of the membership – a far more practical process than the preliminary discussion meeting and 2/3 majority required to modify our Bylaws.

Table of Contents

  1. Internal Affairs
  2. The Board and its Committees
  3. Communications
  4. Finance
  5. Indemnification of Officers
  6. External Affairs

ARTICLE III

The Corporation shall have one (1) class of members. Each member household shall have one (1) vote. Eligibility for membership shall be as prescribed in the Association bylaws.

ARTICLE IV

The management of the Corporation shall be vested in a Board of Directors. The number of directors, the method of election and the term of office shall be as stated in the bylaws. The elected officers of the Association shall serve as the officers of the Corporation.

ARTICLE V

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, 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 Article II hereof. Notwithstanding any other provision of these Articles, this Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation.

ARTICLE VI

Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal Revenue Law, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of jurisdiction of the principal office of the Corporation, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE VII

No officer or director of the Corporation shall have any liability for damages of any kind arising out of any transaction, occurrence, or course of conduct in the discharge of his or her duties as officer or director in accordance with his or her good faith judgment of the best interest of the Corporation, provided that the liability of an officer or director shall not be limited if the officer or director engaged in willful misconduct or a knowing violation of criminal law.

Adopted by MCA membership: January 20, 1999

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