Special Membership Meeting Set for July 30
The Board of Directors has authorized a special meeting of the general membership of the Pennsylvania Vegetable Growers Association to be held on Tuesday, July 30, 2019, by telephone conference call at 8:00 p.m. The purpose of the meeting is to consider Amended and Restated Articles of Incorporation for the Association. To participate in the meeting, PVGA members should call 1-877-643-6951 and then enter passcode 55835024# at the appointed time. Members are urged to participate in this meeting. Unless there is extensive discussion, the meeting should be very brief.
For several years, the Capacity Development Committee of the Association has been working toward transitioning the Association’s organizational status from a 501(c)5 agricultural organization to a 501(c)3 charitable organization. This would allow member contributions to the Association to be tax deductible as well as make the Association eligible for certain grants that it currently is not eligible for. It is hoped that such grants would enable the Association to hire more staff and offer more services to members.
To enable the Association to qualify as a 501(c)3 organization under the Internal Revenue Service (IRS) regulations, the Board asked the members at the January 2019 Annual Meeting to approve a new set Bylaws to replace the former Constitution. The Association must also amend its current articles of incorporation with the Pennsylvania Department of State and the Board of Directors had approved a draft of the amended articles of incorporation. However, after having a review of these amended articles by a law firm that specializes in non-profit legal issues, the Committee found out that the draft of the amended articles of incorporation needed further changes and cannot be approved by the Board of Directors, but must be approved the membership of the Association. Thus the need for this special meeting of the members.
The proposed Amended and Restated Articles of Incorporation that the Board is asking the members to approve are as follows:
AMENDED AND RESTATED ARTICLES OF INCORPORATION of
PENNSYLVANIA VEGETABLE GROWERS ASSOCIATION
In compliance with the requirements of the applicable provisions of Chapter 53 of the Pennsylvania Nonprofit Corporation Law of 1988, as amended (the “Act”) relating to the Amendment of Articles of Incorporation generally, the undersigned, desiring to amend and restate its Articles of Incorporation, hereby states that:
ARTICLE I. The name of the corporation is “Pennsylvania Vegetable Growers Association” (hereinafter referred to as the “Corporation”).
ARTICLE II. The address of the Corporation’s registered office in this Commonwealth is:
815 Middle Road, Richfield, Pennsylvania 17086 Snyder County
ARTICLE III. The Corporation was incorporated in Pennsylvania as a nonprofit corporation on April 15, 1982 under the Pennsylvania Nonprofit Corporation Law of 1972, 15 Pa.C.S. § 7301 et seq.
ARTICLE IV. The Corporation is a nonprofit organization organized and operated exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), specifically for the purposes of educating and informing the public in general, and vegetable, potato, and berry farmers in particular, about the resources of the Pennsylvania region, and the methods by which such resources may be conserved, utilized, and improved. The Corporation shall at all times be operated exclusively for charitable, educational, and scientific purposes and may take any and all actions necessary, proper, advisable, or convenient for the accomplishment of these purposes consistent with the limitations set forth in this Article IV and the provisions of Articles X and XI, below. In furtherance of the foregoing, the Corporation shall have the power to do any acts and carry on any business and affairs that are not prohibited by the Act, as amended, by the Code, or by any other law.
ARTICLE V. The Corporation does not contemplate pecuniary gain or profit, incidental or otherwise.
ARTICLE VI. The Corporation is organized on a non-stock basis.
ARTICLE VII. The Corporation shall have members, as further set forth in the Bylaws.
ARTICLE VIII. The term for which the Corporation is to exist is perpetual.
ARTICLE IX. These Amended and Restated Articles of Incorporation (“Articles”) shall be effective upon filing.
ARTICLE X. Notwithstanding any other provision of these Articles, the powers and activities of the Corporation shall be subject to the following restrictions and limitations:
- The Corporation shall not carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(a) of the Code and described in Section 501(c)(3) of the Code, or by an organization described under Section 170(c)(2) of the Code, contributions to which are deductible under Sections 170(a), 2055(a)(2), and 2522(a)(2) of the Code, nor shall the Corporation engage in any year in which it may be a “private foundation,” as defined in Section 509 of the Code, in any act prohibited by Section 4941(d) or 4943(c) of the Code, or do any act, or fail to do any acts, that will result in the imposition of tax on the Corporation under Sections 4942, 4944, or 4945 of the Code, specifically:
- The Corporation will distribute its income for each tax year at a time and in a manner as to not become subject to the tax on undistributed income imposed by Section 4942 of the Code, or the corresponding section of any future tax code, or, as a private operating foundation, will make qualifying distributions directly for the active conduct of activities constituting its charitable and educational purposes in accordance with Section 4942(j)(3) of the Code, or the corresponding section of any future tax code;
- The Corporation will not engage in any act of self-dealing as defined in Section 4941(d) of the Code, or the corresponding section of any future federal tax code;
- The Corporation will not retain any excess business holdings as defined in Section 4943(c) of the Code, or the corresponding section of any future federal tax code;
- The Corporation will not make any investments that would jeopardize the carrying out of any of its exempt purposes so as to subject it to tax under Section 4944 of the Code, or the corresponding section of any future federal tax code; and
- The Corporation will not make any taxable expenditures as defined in Section 4945 of the Code, or the corresponding section of any future federal tax code.
- The Corporation is not authorized, and no amendment, alteration, change, or repeal of any provisions of the Articles shall authorize the Corporation or its directors or officers, to conduct the affairs of the Corporation in any manner or for any purpose that would cause the Corporation to lose its tax-exempt status under the provisions of the Code.
- No part of the net earnings of this Corporation shall ever inure to the benefit of, or be distributable to, any of its directors or officers or any other private person, except that reasonable compensation may be paid for services rendered to or for the Corporation in carrying out its purposes.
- Except as authorized by Section 501(h) of the Code and a proper election filed thereunder, no substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office (i.e., federal, state, or local), whether by the publication or distribution of statements or otherwise.
ARTICLE XI. In the event of the liquidation, dissolution, or winding up of this Corporation, the assets or property of the Corporation shall be distributed by the Board of Directors, as approved by the Members, to one or more organizations that are organized and operated for the purposes aligned with the Corporation and exclusively for exempt purposes within the meaning of Section 501(c)(3) of the Code, or any successor provisions thereto, and in accordance with the Act. Any assets not so distributed shall be distributed by the Court of Common Pleas of Snyder County exclusively for such purposes, and in accordance with the Act. No director or officer of the Corporation or any other private person shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation.
Members with any questions about the articles of incorporation or the meeting are asked to contact William Troxell, Executive Director, at 717-694-3596 or firstname.lastname@example.org.