Draft for public reference.
The undersigned, acting as the sole incorporator of a corporation under the provisions of the “Montana Nonprofit Corporation Act”, adopts the following Articles of Incorporation for such corporation:
The name of the corporation is Polson Police Foundation.
The period of duration of corporate existence of this Corporation shall be perpetual.
The corporation is a public benefit corporation.
This Corporation is organized and shall be operated as contemplated and permitted by Sections 170 (c)(2) and 501 (c)(3) of the Internal Revenue Code, and applicable Internal Revenue Service regulations now existing or as hereafter amended. As such, this Corporation is organized and shall be operated exclusively for charitable and educational purposes. Its mission is to develop future law enforcement leaders and build community trust across Montana.
This Corporation shall have and exercise such powers as are required by and are consistent with the foregoing purposes, including the power to acquire and receive gifts and property of every kind and nature whatsoever, whether by purchase, conveyance, lease, grant, gift, 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 the Corporation hereinabove set forth, or any of them, and to lease, mortgage, encumber, and use the same; and shall have such other powers that are consistent with the foregoing purposes and that are afforded to this Corporation by the laws of the State of Montana and any future laws amendatory and supplemental thereto.
All powers of this Corporation shall be exercised only so that the activities of this Corporation shall be exclusively within the contemplation of sections 170 (c)(2) and 501 (c)(3) of the Internal Revenue Code, or corresponding provisions of any subsequent federal tax laws and of Montana law; provided, however, that reference herein to Montana law shall not permit this Corporation to have or exercise any power which is not within the contemplation of Sections 170 (c)(2) and 501 (c)(3) of the Internal Revenue Code. This Corporation shall not carry on any activity not permitted to be carried on: (1) by a corporation that is exempt from federal income taxes under Section 501 (a) of the Internal Revenue Code, and applicable Internal Revenue Services regulations as now existing or hereafter amended, as an organization described in Section 501 (c)(3) of such Code; or (2) by a corporation that is described in and contributions to which are deductible for federal income tax purposes under Section 170 (c)(2) of the Internal Revenue Code.
References in these Articles of Incorporation to a particular section of the Internal Revenue Code shall mean and include such section as now enacted or as hereafter amended, and reference to Montana law shall mean and include such law as now enacted or as hereafter amended.
The address of the initial registered office of the corporation is: 190 Bayshore Dr, Polson, MT 59860
The name of the initial registered agent at that office is: Brady Phenicie.
The name of the incorporator is Brady Phenicie and such incorporator’s address is 190 Bayshore Dr, Polson, MT 59860.
The corporation shall have no voting members. Governance shall be vested by the Board of Directors.
The Corporation is not organized for profit and shall have no capital stock, either authorized or issued. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, trustees, 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 purposes set forth for the Corporation.
No part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation and this 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. The Corporation shall not lend any of its assets to any officer, director, or member of this Corporation or guarantee to any person the payment of a loan by any officer, director or member of this Corporation.
A director of the corporation shall not be liable to the corporation or its members for monetary damages for breach of a director’s duties to the corporation or its members, except for (a) breaches of the director’s duty of loyalty to the corporation or its members, (b) acts or omissions not in good faith or that involve intentional conduct or a knowing violation of the law, (c) transactions from which a director derived an improper economic benefit or (d) conflict of interest transactions, loans to or guarantees for directors and officers or unlawful distributions.
In the event of the dissolution of the corporation, no member shall be entitled to any distribution or division of its remaining property or its proceeds, and the balance of all money and other property which the corporation receives from any source, after the payment of all debts and obligations of the corporation, shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
The corporation may amend these articles in a manner authorized by law at the time of the amendment.
DATED this ______ day of _____________, 2025.
____________________________________
Brady Phenicie