ARTICLES OF AMENDMENT TO THE CHARTER
OF OXFORD ORPHANAGE
In accordance with the provisions of Section 55A-36 of the North Carolina Non-profit Corporation Act, the charter of the undersigned non-profit corporation is herby amended to read as follows:
The name of the corporation is OXFORD ORPHANAGE.
At a regularly convened meeting of the Directors of the corporation held on the 9th day of November, A.D., 1973, these amendments proposed to restate and amend the provisions of the original Articles of Incorporation to include the several provisions of Chapter 60 of the Private Laws of the 1953 Session of the General Assembly of North Carolina as amended were adopted.
The period of duration of the corporation shall be perpetual.
For the purposes, powers and management of the corporation it is hereby set forth:
1. That said corporation shall have power to lease, purchase, take and receive, by gift or devise, and hold in fee simple or by lesser estate or estates all manner of lands, tenements, rents annuities, and other personal property, and hereditaments, and shall further be capable in law to take, receive and possess all moneys, stocks, bonds, books, goods and chattels, which may have been or may hereafter be given to it for to any person or persons for it by deed, devise bequest or otherwise. A misnomer of the corporation in any deed, will, or other conveyance, shall not have the effect to invalidate the conveyance if the corporation shall be therein described with sufficient certainty to identify it, or if the intent of the grantor, donor, or testator to make the said corporation the beneficiary shall sufficiently appear on the face of the instrument or otherwise.
2. That said corporation shall be capable in law to bargain, sell, convey and transfer any and all lands, tenements, hereditaments and personal property held or owned by the corporation when the grant, devise, gift, or other conveyance does not otherwise provide.
3. That said corporation shall have full power and authority to make and establish such by-laws, rules and regulations for the government and conduct of the Orphanage in all its departments, as may be established by it, as may seem proper and necessary, and as are not in conflict with the Constitution and laws of this State and of the United States, provided, the said corporation shall at all times be under the supervision, jurisdiction, control and direction of the Grand Lodge of Ancient, Free and Accepted Masons of North Carolina.
4. That the business of the corporation, which is purely a charitable and educational one, shall be the continuance of the present institution known as "Oxford Orphanage" without any change of purpose or identity, for the maintenance and support of an orphanage or a home for indigent children of tender years, to be selected and received as the Directors, hereinafter provided for, shall determine but without discrimination as to race, color, national origin, sex, religious denomination or locality; and the support and education of such children, including their religious, moral, mental and physical training, and their instruction in the useful arts.
5. That the corporation shall have the power to place any child committed to its care in good homes under such rules, regulations and contracts as it may from time to time establish, and in case any such child be ill treated it shall have the power to reclaim the same. It may have children regularly apprenticed to it, and it may receive from any parent or person standing in the place of a parent a full surrender of any child. For any violation of any contract made between the corporation and any person who shall receive a child, it may maintain an action in any court of the State, either in its own name or in the name of the child.
6. That the business of the corporation shall be managed by a Board of Directors, the number of which shall be determined by the Grand Lodge of Ancient, Free and Accepted Masons of North Carolina, one of whom shall be the Grand Master of Masons in North Carolina, or the acting Grand Master. The Board of Directors shall elect a President and Vice President and such other officers as the Board of Directors shall from time to time determine to be necessary, said Directors shall have power to determine what other officers, if any, may be necessary, to fix their terms and salaries and to provide for their election or appointment.
7. That the Directors of said corporation shall be elected by the Grand Lodge of Ancient, Free and Accepted Masons of North Carolina and shall hold office for such terms as may be determined by the Grand Lodge; and the Grand Master of Masons in North Carolina, or the acting Grand Master, shall be Ex Officio a Director and Chairman of the Board of Directors.
8. That the Grand Lodge of Ancient, Free and Accepted Masons of North Carolina shall have the power to elect its Directors in such manner as it may prescribe, to fix their qualifications terms of office, and the manner of filling any vacancies that may occur in said Board of Directors.
9. That no part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation. The corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these by laws, the corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law) or (b) by the corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law).
10. That in the event of dissolution of this corporation, all profits and assets of the corporation shall be paid and delivered to such charitable, educational or benevolent organization as may be determined by the Grand Lodge of Ancient, Free and Accepted Masons of North Carolina, provided each such organization to which any assets are paid and delivered shall be exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 as amended (or the corresponding provisions of any future United States Internal Revenue law), or an organization to which contributions are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 as amended (or the corresponding provision of any future United States Internal Revenue law).
The address of the home or principal office of the corporation is Oxford Granville County, North Carolina.
The registered office of the corporation is 2921 Glenwood Avenue, Raleigh, Wake County, North Carolina.
The registered agent of the corporation at the registered office is Robert P. Dudley.
These amendments shall henceforth constitute, be and serve as the Articles of Incorporation of the Oxford Orphanage.
There are no members of the corporation having voting rights, and the foregoing Articles of Amendment to the Charter of Oxford Orphanage received the affirmative vote of a majority of the Directors in office.
IN TESTIMONY WHEREOF, Oxford Orphanage has caused this document to be executed in its name by its President and Secretary, this 12th day of November, A.D., 1973.
By ________William H. Mills, Jr._______
________Henry F. Flowers_________
William L. Mills, Jr., being duly sworn, deposes and says:
That he is the President of Oxford Orphanage, that he has read the foregoing Articles of Amendment to the Charter of Oxford Orphanage and knows the contents thereof, that the statements therein set forth are true, and that he signed the foregoing Articles of Amendment to the Charter of Oxford Orphanage as its President.
William L. Mills, Jr.
Subscribed and sworn to before me, this 14th day of November, 1973.
Rosemary A. Koontz
My commission expires: October 4, 1975
Henry F. Flowers, being duly sworn, deposes and says:
That he is the Secretary of Oxford Orphanage, that he has read the foregoing Articles of Amendment to the Charter of Oxford Orphanage and knows the contents thereof, that the statements therein set forth are true, and that he signed the foregoing Articles of Amendment to the Charter of Oxford Orphanage as its Secretary.
Henry F. Flowers
Subscribed and sworn to before me, this 13th day of November, 1973.
Maurice E. Parham
My commission expires: August 20, 1975
These Articles of Amendment were filed with Thad Eure, Secretary of State of North Carolina, on the 15th day of November, 1973.