BRPA Articles of Incorporation
Bay Ridge Pool Association, Inc. (BRPA)
Articles of Incorporation
FIRST: The Undersigned Incorporators, whose address is 80 East Lake Drive, Annapolis, Maryland, 21403, being at least eighteen (18) years of age, hereby form a corporation under and by virtue of the General Laws of the State of Maryland.
SECOND: The name of the Corporation (hereinafter called the “Corporation”) is Bay Ridge Pool Association, Inc.
THIRD: The purposes for which the Corporation is formed are:
(a) The Corporation is organized exclusively for community and recreational purposes, including, for such purposes, and, more specifically, to receive and administer funds for such community and recreational purposes such as the creation, construction, maintenance, administration and operation of a community swimming pool with attendant clubhouse, grill and supportive community and recreational facilities and to that end to take and hold, by bequest, devise, gift, purchase, or lease, either absolutely or in trust for such objects and purposes of any of them any property, real, personal or mixed, without limitation as to amount of value, except such limitations, if any, as may be imposed by law; to sell, convey and dispose of any such property and to invest and reinvest the principal thereof, and to deal with and expend the income therefrom for any of the before-mentioned purposes without limitation, expect such limitations, if any, as may be contained in the instrument under which such property is received; to receive any property, real, personal, or mixed, in trust, under the terms of any will, deed of trust, or other trust instrument for the foregoing purpose or any of them, an in administering the same to carry out the directions, and exercise the powers contained in the trust instrument under which the property was received, including the expenditure of the principal as well as the income for one or more of such purposes, if authorized or directed in the trust instrument under which it is received, but no gift, bequest or devise of any such property shall be received and accepted if it in the opinion of the Board of Directors, jeopardize the federal income tax exemption of the Corporation pursuant to Section 501(c)(7) of the Internal Revenue Code of 1986, as now in force or afterwards amended; to receive, take title to, hold, and use the proceeds and income of stocks, bonds, obligations, or other securities of any corporation or corporations, domestic or foreign, but only for the foregoing purposes, or some of them; and, in general, to exercise any, all and every power for which a non-profit corporation organized under the applicable provisions of the Annotated Code of Maryland for community activities and/or recreational purposes, all for the community welfare, can be authorized to exercise, but only to the extent the exercise of such powers are in furtherance of such not-for-profit purposes.
(b) No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its 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 purpose set forth in Article THIRD hereof.
FOURTH: The address of the principal office of the Corporation in this State is 80 East Lake Drive. The name and address of the Resident Agent of the Corporation in this State is Kurt D. Karsten, Cowdrey, Thompson and Karsten, P.A. 621 Ridgely Avenue, Suite 402, Annapolis, Maryland, 21401. Said Resident Agent is an individual actually residing in this State.
FIFTH: The Corporation is not organized for profit; it shall have no capital stock and shall not be authorized to issue capital stock. The number of qualifications for; and other matters relating to its members shall be as set forth in the By-Laws of the Corporation.
SIXTH: The number of Directors of the Corporation shall be at least five (5) but no more than ten (10), which number may be increased or decreased pursuant to the By-Laws of the Corporation, but shall never be less than three (3). At all times hereafter, sixty percent (60%) of the Board of Directors shall also be members of the Board of Directors of the Bay Ridge Civic Association, Inc. The names of the Directors, who shall act until the first annual meeting or until their successors are duly elected are:
Kurt D. Karsten
Keith Ruffin Porterfield
SEVENTH: Upon the dissolution of the Corporation’s affairs, or the abandonment of the Corporation’s activities due to its impracticable or inexpedient nature, the assets of the Corporation than remaining in the hands of the Corporation shall be distributed, transferred, conveyed, delivered and paid over to the existing membership of the The Bay Ridge Pool Association, Inc. in prorata shares, after payment of all outstanding invoices, costs and expenses.
EIGHTH: The Corporation may by its By-Laws make any other provisions or requirements for the arrangement or conduct of the business of the Corporation, provided the same be not inconsistent with these Articles of Incorporation nor contrary to the laws of the State of Maryland or the United States.
NINTH: In furtherance of these Articles of Incorporation, the Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.
TENTH: No director or officer of the Corporation shall be liable to the Corporation or to its stockholders for money damages except (1) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received, or (2) to the extent that a judgment or other final adjudication adverse to such director or officer that such director’s or officer’s action, or failure to act, was (a) the result of active and deliberate dishonesty, or (b) intentionally wrongful, willful or malicious and, in each such case, was material to the case of action adjudicated in the proceeding.
IN WITNESS WHEREOF, The Incorporators have signed these Articles of Incorporation this ____ day of _____________, 1998, and acknowledge the same to be their act.