Articles of Incorporation

bpfarticles-of-incorporation

 

Big Picture Foundation Inc.

A Connecticut Non-profit Corporation

ARTICLES OF INCORPORATION

ARTICLE I

NAME

1. Name

The name of this corporation shall be Big Picture Foundation Inc.. The business of the corporation may be conducted as Big Picture Foundation Inc. or Big Picture Foundation.

ARTICLE II

DURATION

2.01 Duration

The period of duration of the corporation is perpetual.

ARTICLE III

PURPOSE

3.01    Purpose

           The Big Picture Foundation Inc. is a non-profit corporation and shall operate exclusively for

            educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code.

Mission:  Big Picture Foundation will empower middle and high school age children to use the arts to create an interactive global community by exchanging pictures of art projects online.  Children will make have opportunities to make art to draw attention to global children’s charities.  Children may also offer their art to be used by children’s charities or by companies that support children’s charities.  1. Children will use the arts to communicate with other national and international groups of children in order to make friends, build networks, and learn about world cultures.  2. Children will use the arts to help other children by request or when unusual emergency situations arise.  3. Children will build their understanding of current events, geography, politics, and contemporary art that addresses global social issues.

3.02     Non-Profit

The Big Picture Foundation Inc. is designated as a non-profit corporation.

ARTICLE IV

NON-PROFIT NATURE

4.01 Non-profit Nature

The Big Picture Foundation Inc. is organized exclusively for charitable and educational purposes including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. No part of the net earnings of Big Picture Foundation Inc. shall inure to the benefit of, or be distributable to its members, trustees, 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 purposes set forth in the purpose clause hereof.

Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Big Picture Foundation Inc.is not organized and shall not be operated for the private gain of any person. The property of the corporation is irrevocably dedicated to its educational and charitable purposes. No part of the assets, receipts, or net earnings of the corporation shall inure to the benefit of, or be distributed to any individual. The corporation may, however, pay reasonable compensation for services rendered, and make other payments and distributions consistent with these Articles.

                                                                                         

4.02    Personal Liability

No officer or director of this corporation shall be personally liable for the debts or obligations of Big Picture Foundation Inc. of any nature whatsoever, nor shall any of the property or assets of the officers or directors be subject to the payment of the debts or obligations of this corporation.

4.03     Dissolution

Upon termination or dissolution of the Big Picture Foundation Inc., any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.

The organization to receive the assets of the Big Picture Foundation Inc. hereunder shall be selected by the discretion of a majority of the managing body of the Big Picture Foundation Inc.and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Big Picture Foundation Inc.by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Connecticut.

In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Connecticut to be added to the general fund.

4.04    Prohibited Distributions

No part of the net earnings or properties of this corporation, on dissolution or otherwise, shall inure to the benefit of, or be distributable to, its members, directors, officers or other private person or individual, 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 purposes set forth in Article III, Section 3.01.

4.05    Restricted Activities

No substantial part of the corporation’s activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office.

4.06    Prohibited Activities

Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on (I) by a corporation exempt from federal income tax as an organization described by Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (II) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE V

BOARD OF DIRECTORS

5.01   Governance

Big Picture Foundation Inc. shall be governed by its board of directors.

5.02   Initial Directors

The initial directors of the corporation shall be:

Zoe Hedstrom – Greenwich Academy Art Teacher, 200 North Maple Ave, Greenwich, CT 06830

Adam Levi – Rye Arts Center Director – 51 Milton Road, Rye, NY 10580

Evan Wies – 309 Greenwich Avenue, Greenwich, CT 06830

ARTICLE VI

MEMBERSHIP

6.01   Membership

Big Picture Foundation Inc. shall have no members.  The management of the affairs of the corporation shall be vested in a board of directors, as defined in the corporation’s bylaws.   

ARTICLE VII

AMENDMENTS

7.01   Amendments 

Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors. 

ARTICLE VIII

ADDRESSES OF THE CORPORATION

8.01   Corporate Address

The address of the corporation is:

Ms. Kim Tamalonis

Big Picture Foundation

369 Round Hill Road

Greenwich, CT 06831

The mailing address of the corporation is:

Ms. Kim Tamalonis

Big Picture Foundation

369 Round Hill Road

Greenwich, CT 06831

ARTICLE IX

appointment of registered agent

9.01   Registered Agent

The registered agent of the corporation shall be:

Ms. Kim Tamalonis

Big Picture Foundation

369 Round Hill Road

Greenwich, CT 06831

ARTICLE X

INCORPORATOR

The incorporators of the corporation are as follow:

Ms. Kim Tamalonis

Big Picture Foundation

369 Round Hill Road

Greenwich, CT 06831

CERTIFICATE OF ADOPTION OF Articles of Incorporation

We, the undersigned, do hereby certify that the above stated Articles of Incorporation of Big Picture Foundation Inc.were approved by the board of directors on February 26, 2017 and constitute a complete copy of Articles of Incorporation of the Big Picture Foundation Inc.

                                         

Zoe Hedstrom – Greenwich Academy Art Teacher, 200 North Maple Ave, Greenwich, CT 06830

Signature:

Adam Levi – Rye Arts Center Director – 51 Milton Road, Rye, NY 10580

Signature:

Evan Wies – 309 Greenwich Avenue, Greenwich, CT 06830

Signature:

acknowledgment of conSENT

to APPOINTMENT as REGISTERED AGENT

I, Kim Tamalonis, agree to be the registered agent for Big Picture Foundation Inc.as appointed herein.

____________________________

NAME, Registered Agent

Date: _______________________

 

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