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Home My WebLink AboutPZ - Articles of Incorporation Date' 06/19/2019 T RECEN ED Receipt mnber.7886178 /E� Webb ofCorp.&Comm.OA4ENDED AND RESTATED ARTICLES OF INCORPORATION OF CORPORATION OF THE PRESIDING BISHOP OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS WHEREAS, the revelations, rites, practices and polity of The Church of Jesus Christ of Latter-day Saints, a global Christian faith and spiritual body (the "Church"), recognize the President of the Church as the individual and office holder who presides over the whole Church; and WHEREAS, the President of the Church, along with members of the Church's governing councils, believes it appropriate and important to give greater emphasis to the name of the Church and directly align the corporation's oversight with the office of President of the Church; NOW, THEREFORE, in conformity with the foregoing and pursuant to Sections 16-7-5 and 16-7-14 of the Utah Code, as amended("Utah Code"),Corporation of the Presiding Bishop of The Church of Jesus Christ of Latter-day Saints, a Utah corporation sole, hereby amends and restates its Amended and Restated Articles of Incorporation to read in their entirety as follows: AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS FIRST Name The name of the corporation shall be"The Church of Jesus Christ of Latter-day Saints". SECOND Duration The corporation shall be perpetual unless terminated pursuant to the terms hereof. THIRD Purposes and Limitations A. The corporation is organized and shall be operated exclusively for the religious, educational and charitable purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code, of The Church of Jesus Christ of Latter-day Saints, a global Christian faith and spiritual body(the"Church"). All references in these articles to sections of the"Internal Revenue I JU 9'--mg AMB:54 } Code" shall be to the Internal Revenue Code of 1986, as amended from time to time, or the corresponding sections of any successor federal tax code. B. As a spiritual body, the Church is not a juridical entity. The corporation exists to serve as the interface with civil society on behalf of the Church, and to be a temporal vehicle for performing the functions of and carrying out the activities of the Church. Any claim arising from the activities of the Church or its agents that might be asserted against the Church shall instead pertain solely to the corporation. The corporation is intended to qualify as a church within the meaning of Section 170(b)(1)(A)(i) of the Internal Revenue Code. C. Notwithstanding any other provision of these Amended and Restated Articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation (a) exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (b) to which contributions are deductible under Section 170(c)(2) of the Internal Revenue Code. D. No part of the net income or assets of the corporation shall ever inure to the benefit, within the meaning of Section 501(c)(3) of the Internal Revenue Code, of the incumbent (as defined below) or any private person. E. No substantial part of the activities of the corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, within the meaning of Section 501(c)(3) of the Internal Revenue Code, nor within said meaning shall the corporation participate in or intervene in any political campaign (including the publication or distribution of statements) on behalf of or in opposition to any candidate for public office. FOURTH Authority and Powers The corporation is authorized and empowered: (a) To acquire and possess, by donation,gift,bequest, devise or purchase, and to hold and maintain, property, real, personal and mixed; (b) To grant, sell, convey, rent or otherwise dispose of real,personal or mixed property as may be necessary to carry on or promote the purposes of the corporation. Such property may be situated either within the State of Utah or elsewhere, and the corporation shall have power, without any authority or authorization of the members of the Church, to grant, sell, convey, rent, mortgage, exchange or otherwise dispose of the same, or any part thereof;however,the corporation is prohibited from declaring or paying dividends; (c) To borrow money and to give written obligations therefor, and to secure the payment thereof by mortgage or other lien upon real or personal property, when necessary to promote the purposes of the corporation; (d) To enter into contracts and be contracted with; 2 J Igo 19'19 Am RE:54 (e) To sue and be sued; (f) To plead and be impleaded in all courts of justice; and (g) To exercise all other powers and take all other actions as may be directly or indirectly in furtherance of the purposes of the corporation and not in violation of applicable law. FIFTH Incumbency and Succession The individual deemed and created a body politic and a corporation sole, with perpetual succession, in regard to the corporation(the"incumbent") pursuant to Section 16-7-6 of the Utah Code shall be whoever holds the office of President of the Church, who shall be deemed to be the successor to the corporation's incorporator. In the event of a vacancy in the office of President of the Church for any reason, including such individual's death, excommunication, resignation or release from office pursuant to the revelations, rites, practices and polity of the Church, the President or, if there be no President, then the President of the Quorum of the Twelve Apostles of the Church (the "Quorum"), or in the absence or incapacity of the foregoing, such other member of said Quorum as may be designated by that Quorum to act as the incumbent of the corporation, shall be the incumbent under these Amended and Restated Articles and the laws pursuant to which they are made pending the installation of a successor President of the Church, and shall be and is authorized in his official capacity as incumbent during such period pending the installation of a successor President of the Church to execute in the name of the corporation all documents or other writings necessary to the carrying on of its purposes, business and objects, and to do all things in the name of the corporation which the original signer of the articles of incorporation or his successor might do, it being the purpose of this Article Fifth to ensure that there shall be no failure in succession in the office of incumbent of the corporation. SIXTH Winding up and Dissolution Upon the winding up and dissolution of the corporation, after paying or adequately providing for the corporation's debts and obligations,the remaining assets of the corporation shall be distributed for such religious, charitable, and educational purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code, as may best further the purposes of the Church, as determined by the incumbent in accordance with the revelations, rites, practices and polity of the Church. If upon winding up and dissolution of the corporation, after paying or adequately providing for the corporation's debts and obligations, the corporation has assets situated in a country other than the United States of America,then, as and to the extent required by the laws of such other country, such net assets shall be distributed to one or more legal entities that have established their tax-exempt status under the laws of such other country,to be used exclusively for charitable, educational, and/or religious purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. 3 .SUN 19'19 AM8:55 SEVENTH Compliance and Corporate Governance To facilitate compliance with local laws in one or more jurisdictions where the corporation is present, the corporation, acting by and through written action of the incumbent, may from time to time adopt internal rules and regulations, procedures, bylaws or other corporate governance provisions that apply specifically and solely to the corporation's assets, operations or internal governance in such one or more jurisdictions. EIGHTH Unaltered Legal Existence Nothing in these Amended and Restated Articles shall be deemed to alter or modify in any manner the corporation's continued existence or juridical personality as a corporation sole, duly organized and governed by applicable Utah law, nor shall such amendment and restatement be deemed to diminish, nullify, revoke, terminate, alter, expand or amend any action by the current or any prior incumbent with respect to deeds or acts taken as the corporation sole. NINTH Registered Agent The name of the person that is serving as the registered agent of the corporation is Corporate Agent Services,LLC,a Utah limited liability company. The address of the corporation's registered office is: 36 South State, Suite 1900, Salt Lake City, Utah 84111. The corporation has no members. Accordingly, these Amended and Restated Articles are adopted without member approval by the incumbent of the corporation, Gerald Causse, Presiding Bishop of The Church of Jesus Christ of Latter-day Saints, 50 E. North Temple, Salt Lake City, UT 84150, who has authority to amend and restate the corporation's Amended and Restated Articles of Incorporation pursuant to Sections 16-7-5 and 16-7-14 of the Utah Code. ,SUN 19'19 Am8:55 4 IN WITNESS WHEREOF, I have set my hand below. DATED AND EXECUTED this 1�day of June, 2019. CORPORATION OF THE PRESIDING BISHOP OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS B � � 'Q Y k."' /11 Gerald Caussd, Outgoing Incumbent Presiding Bishop of The Church of Jesus Christ of Latter-day Saints ACKNOWLEDGED and ACCEPTED BY o; 1 . Russell M. Nelson, Incoming Incumbent President of The Church of Jesus Christ of Latter-day Saints UNITED STATES OF AMERICA } STATE OF UTAH : ss. COUNTY OF SALT LAKE ) On the Ij day of June, 2019, personally appeared before me Gerald Caussd,personally known to me to be the Presiding Bishop of The Church of Jesus Christ of Latter-day Saints,and acknowledged to me that he signed the foregoing instrument as the outgoing incumbent of Corporation of the Presiding Bishop of The Church of Jesus Christ of Latter-day Saints, and the said Gerald Causse acknowledged to me that said corporation executed the same. EC@... BROOK R HALES NOTARY PUBLIC-STATE OF UTAHMy Comm. Exp.09/22/2021 NOTARY PUBLIC in and for said County and State Commission#696864 UNITED STATES OF AMERICA } STATE OF UTAH : ss. COUNTY OF SALT LAKE r } On the�16 day of June,2019,personally appeared before me Russell M.Nelson,personally known to me to be the President of The Church of Jesus Christ of Latter-day Saints, and acknowledged to me that he signed the foregoing instrument as the incoming incumbent of The Church of Jesus Christ of Latter-day Saints and that he accepted said incumbency. [6 BROOK P. DES NOTA Y PUBLIC in and for said County and State NOTARY PUBLIC-STATE OF UTAN Coommmbdm m. #6/968642� 5 JUN 19'19 AM8:55 Department of Commerce Licensing and Enforcement System Payer: THE CHURCH OF JESUS CHRIST OF LATT Drawer ID: TERMINALID User: tmcgraw Date: 0611912019 Amend/Restate/ 55 17.00 935.00 Credit Card $935.00 Amount Due: $935 00 Amount Paid: $935.00 Receipt#: 7886178 ER-DAY SAINTS '* b4b771$ Low CORmtt 2 TO 30 soul" ul" ►�C11Y UIV T g4114 tolt twi1 63U 6`131 Ref N: LW iern 1U' UU3 Sale 3196 V 09;16.22 06�19i19 Code;Oi2O43 lnv a; ��11: 11 Total: . c n�� copy t►+a►rK ral+