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Articles of Incorporation

Pursuant to the provisions of Minnesota Statutes Section 317A.133, the following amendment to the Articles of Incorporation of Lutheran Via de Cristo of Minnesota, a Minnesota non-profit corporation, was approved and adopted pursuant to Minnesota Statutes Chapter 317A.

The Articles of Incorporation of Lutheran Via De Cristo of Minnesota are hereby amended and restated in their entirety to read as follows:

ARTICLE I - NAME

The name of the Corporation shall be Lutheran Via de Cristo of Minnesota.

ARTICLE II - REGISTERED OFFICE

The Corporation's registered office shall be 9330 Cortland Road, Woodbury, MN 55125-9154

ARTICLE III - PURPOSES

The Corporation considers itself to be united by a common faith in God, in Jesus Christ as Lord and Savior, and in the Holy Spirit, and by a common love for all people. The Corporation shall receive and maintain a fund or funds of real or personal property, or both, and subject to the restrictions and limitations hereinafter set forth, to use and apply the whole or any part of the income therefrom and the principal thereof exclusively for religious, educational and charitable purposes, either directly or by contributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 and its regulations as they now exist or as they may hereafter be amended.

ARTICLE IV - AUTHORITY

For the above purposes, and not otherwise, this Corporation shall have and exercise only such powers as are required by and are consistent with the foregoing purposes, including the power to acquire and receive funds and property of every kind and nature whatsoever, whether by purchase, conveyance, lease, gift, grant, bequest, legacy, devise, or otherwise and whether in trust or otherwise, and to own, hold, expend, make gifts, grants, and contributions of, and to convey, transfer, and dispose of any funds and property and the income therefrom in furtherance of the purposes of this Corporation, or any of them, and to lease, mortgage, encumber, and use the same, and such other powers that are consistent with the foregoing purposes and that are afforded to this Corporation by the Minnesota Nonprofit Corporation Act and by any future laws amendatory thereof and supplementary thereto.

ARTICLE V - RESTRICTIONS AND LIMITATIONS

Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall at all times be subject to the following restrictions:

  1. The Corporation shall neither have nor exercise any powers nor shall it engage directly or indirectly in any activity that would invalidate its status (1) as a corporation which is exempt from federal income taxation as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, or (2) as a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986.
  2. No part of the activities of this Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall it in any manner or to any extent participate in, or intervene in any political campaign, including the publishing or distribution of statements on behalf of or in opposition to any candidate for public office; nor shall the Corporation engage in any activities that are unlawful under applicable federal, state, or local laws.
  3. This Corporation shall not operate for the primary purpose of carrying on a trade or business or any other activity for profit.

ARTICLE VI - NO PECUNIARY GAIN TO MEMBERS

No part of the net earnings of the Corporation shall inure to the benefit of any member, Council member, or officer of the Corporation or any private individual, except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes, and no member, Council member, or officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation.

ARTICLE VII - DURATION

The duration of the Corporation shall be perpetual.

ARTICLE VIII - MEMBERSHIP

The conditions, terms and qualifications for membership in the Corporation shall be provided for in the By-Laws.

ARTICLE IX - DIRECTORS

  1. The management of the Corporation shall be vested in a Board of Directors known as the "Council." The number of Council members shall be fixed by the By-Laws of the Corporation, and may be altered by amending the By-Laws, but shall never be less than required by law.
  2. The term of office of the Council members shall be fixed by the By-Laws and may be altered by amending the By-Laws.
  3. Any action, other than an action requiring membership approval, may be taken by written action signed by the number of Council members that would be required to take the same action at a meeting of the Council members at which all Council members were present.

ARTICLE X - CAPITAL STOCK

The Corporation shall have no capital stock.

ARTICLE XI - PERSONAL LIABILITY

  1. The officers, Council members and members of the Corporation shall have no personal liability for corporate obligations.
  2. No person who serves without compensation as a Council member, officer, trustee, member or agent of the Corporation shall be held civilly liable for an act or omission by that person except as otherwise provided under Minnesota Statutes Section 317A.257, which shall be applicable to the fullest extent as it now exists or as it may hereafter be amended.

ARTICLE XII - DISSOLUTION

Upon the liquidation, winding up or dissolution of the Corporation whether voluntary, involuntary or by operation of law, the Council members shall, after paying or making provision for the payment of all liabilities of the Corporation, distribute all assets of the Corporation to The National Lutheran Secretariat if in existence and exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code. If The National Lutheran Secretariat is not in existence or not exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, the remaining assets shall be distributed to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an organization or organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986, as the Council members may determine.

ARTICLE XIII - AMENDMENT OF ARTICLES AND BY-LAWS

These Articles of Incorporation and the By-Laws of the Corporation may be amended by a two-thirds majority of the members of the Council at any meeting duly called for that purpose.

These amended and restated Articles of Incorporation have been approved pursuant to Minnesota Statutes chapter 317A. I certify that I am authorized to execute this amendment and I further certify that I understand that by signing this amendment, I am subject to the penalties of perjury as set forth in section 609.48 as if I had signed this amendment under oath.

LUTHERAN VIA DE CRISTO OF MINNESOTA