Articles of Incorporation of the North American Herbal Incense Trade Association
The name of the corporation is “North American Herbal Incense Trade Association”.
The corporation is a nonprofit corporation.
The period of its duration is perpetual.
Section 1. The purposes for which the corporation is organized are to promote general business interest of persons, firms, and corporations in the herbal incense industry and its allied branches mainly locatedin North America, advance the common business interest of its members, and to enhance the knowledge and improve the skills of its members by, among other things:
- Disseminating pertinent information related to responsibly manufacturing and marketing herbal incenses;
- Cooperating with other agencies and organizations working for the betterment and development of the herbal incense industry;
- Collecting and disseminating information pertinent to the business of its members;
- Assisting in the promulgation of trade practices and customs for those engaged therein;
- Investigate charges of fraudulent practices against members and officials;
- Investigating controversies arising from business transactions engaged in by its members when industry interests are involved, and to participate, so far as permitted by law, in the prosecution, defense, or settlement of litigation arising therefrom;
- Encouraging and promoting the sale of quality herbal incenses;
- and, in general, to encourage all activities for the benefit of its members and the public at large that are permitted by law and that are properly within the scope of a trade association.
Section 2. The general purposes and powers are:
- To purchase, lease, or otherwise acquire, improve, construct, own, hold, use, maintain, operate, exchange, encumber, sell, convey, or otherwise dispose of, real and personal property of every kind, nature, or description, as may be necessary or desirable to promote the primary purpose of this corporation.
- To make and perform contracts of every kind for any lawful purpose without limit as to amount, with any person, firm, association, corporation, municipal or political subdivision.
- To have and exercise all the rights and powers conferred on nonprofit corporations under the North America Non-Profit Corporation Act, as such law is now in effect or may at any time hereafter be amended.
- To do all other acts necessary or expedient for the administration of the affairs and attainment of the purposes of this corporation. The foregoing statements of purposes and powers shall be construed as a statement of both purposes and powers, and the purposes and powers stated in each clause shall, except where otherwise expressed, be in no way limited or restricted by any reference to or inference from terms or provisions of any other clause, but shall be regarded as independent purposes and powers.
Notwithstanding any of the foregoing statements of purposes and powers, this corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purpose of this corporation as set forth in Section 1 of this Article IV, and nothing contained in the foregoing statement of purposes shall be construed to authorize this corporation to carry on any activity for the profit of its members, or to distribute any gains, profits, or dividends to its members as such, except on dissolution and winding up. The Corporation shall neither have nor exercise any power, nor engage directly or indirectly in any activity, that would invalidate its status as an organization exempt from federal income tax and described in Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, or corresponding provision or provisions of any subsequent United States Internal Revenue law or laws (the “Code”).
Section 1. The classes of membership in the corporation, the qualifications for membership and for particular classes of membership and the other rights and privileges of members of the corporation shall be as set forth in the bylaws of the corporation. The dues payable by members or particular classes of members in the corporation shall be determined from time to time by resolution of the Board of Directors or in such other manner as may be set forth from time to time in the bylaws of the corporation.
Section 2. Active membership shall consist of those engaged in the production, or sale of herbal incenses, maintaining places of business in North America, and committing to the Association’s Code of Ethics. Each Membership shall be submitted to the Board of Directors for their review and approval during the next scheduled meeting.
Section 3. Associate membership shall consist of those in any way engaged or connected with the herbal incense industry and its allied branches, except those qualified for active membership.
Section 4. Honorary membership shall consist of those to whom, for any reason, this honor may be extended by a vote of the Board of Directors, without payment of dues or assessments.
Article V I
Section 1. No member of the Board of Directors of the corporation shall be personally liable to this corporation or to its members for monetary damages for a breach of the director's or officer's fiduciary duty; provided, however, that this provision shall not eliminate or limit the liability of a director or officer for any of the following:
- A breach of the director's or officer's duty of loyalty to the corporation or to its members;
- Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
- A transaction from which the director or officer derived an improper personal benefit;
- An act or omission of a director or officer occurring before filing these Articles of Incorporation;
- An act or omission that is grossly negligent.
Section 2. The corporation hereby assumes all liability to any person other than the corporation or its members for all acts or omissions of a director which is incurred in the good faith performance of the director's duties as such; provided, however, that the corporation shall not be considered to have assumed any liability to the extent such assumption is inconsistent with the status of the corporation as an organization.
Section 3. The corporation hereby assumes the liability for all acts or omissions of an officer occurring after filing these Articles of Incorporation if all of the following are met:
- The officer was acting or reasonably believed he or she was acting within the scope of his or her authority.
- The officer was acting in good faith.
- The officer's conduct did not amount to gross negligence or willful and wanton misconduct.
- The officer's conduct was not an intentional tort.
Section 4. If the Act is amended after filing these Articles of Incorporation to authorize the further elimination or limitation of the liability of directors or officers of nonprofit corporations, then the liability of members of the Board of Directors and of officers of the corporation, in addition to the limitation, elimination and assumption of personal liability contained in this Article VIII, shall be assumed by the corporation or eliminated or limited to the fullest extent permitted by the Act as so amended, except to the extent such limitation, elimination or assumption of liability is inconsistent with the status of the corporation as an organization described in Section 501(c) (3) of the Code or results in the imposition of tax under Section 4958 of the Code. No amendment or repeal of this Article VIII shall apply to or have any effect on the liability or alleged liability of any member of the Board of Directors or officer of this corporation for or with respect to any acts or omissions of such director occurring prior to the effective date of any such amendment or repeal.
The corporation shall have no capital stock.
In the event of dissolution, the residual assets of the organization will be turned over to one or more organizations which are themselves exempt as organizations described in Sections 501(c)(3) and 170(c)(2) of the Code or corresponding sections of any prior or future law, or to Federal, State, or Local government for exclusively public purposes.