I, Michael H. Delauter, Esq., whose address is:
Michael H. Delauter
c/o Miles & Stockbridge P.C.
30 West Patrick Street, Suite 600
Frederick, MD 21701

and being at least eighteen (18) years of age, hereby form a corporation under and by virtue of the General Laws of the State of Maryland, specifically Titles 1-5 of Corporations and Associations Article of the Maryland Annotated Code.

Article One – Name of Corporation

The name of the corporation (hereinafter referred to as the “Corporation”) is: Catoctin Forest Alliance, Inc.

Article Two – Purposes

The purposes for which the Corporation is formed are:

1. To collaborate with local, state, and federal officials and organizations to enrich the experience of visitors to the public lands of the Catoctin Mountains by enhancing public communication, outreach, and educational programs to inform and engage the public; foster dialogue and feedback; and encourage volunteer participation;

2. To promote, maintain and preserve the historical significance of the Catoctin forest region and the existing historic displays and structures;

3. To protect and preserve the integrity of environmental processes, wildlife habitat, air quality, healthy soil, vigorous forests and understory, and to strive for a pollutant-free watershed;

4. To motivate all potential public and private support groups to develop an ecological and economically sustainable land management strategy; and

5. To expand the base of public and private resources for routine and extraordinary needs in the furtherance of the foregoing purposes.

Article Three – Principal Office

The address of the principal office of the Corporation in this State is:
14039 Catoctin Hollow Road
Thurmont, Maryland 21788

Article Four – Resident Agent

The name and address of the Resident Agent in this State are:
Michael H. Delauter
c/o Miles & Stockbridge P.C.
30 West Patrick Street, Suite 600
Frederick, MD 21701

Said Resident Agent is an individual actually residing in this State.

Article Five – Nonstock Corporation

The corporation is a nonstock corporation, and no dividends or pecuniary profits will be declared or paid to the members of the Corporation. The Corporation has no authority to issue capital stock. All the earnings and property of the corporation shall be used to further the purposes and objectives of the corporation as set forth in Article Two. Nothing contained herein, however, shall prohibit payments by the corporation to directors, officers, members, or employees as reasonable compensation for services rendered to the corporation.

Article Six – Type of Corporation

The Corporation is a nonprofit corporation organized for environmental preservation, restoration and educational charitable purposes.

Article Seven – Authorization

The Corporation is organized under the Maryland General Corporation Law.

Article Eight – Duration

The period of duration of this nonprofit corporation is perpetual until such time as the Corporation is dissolved according to the laws of the State of Maryland and of the bylaws of this Corporation.

Article Nine – Directors

The number of directors constituting the initial board of directors shall be seven, which number may be increased or decreased pursuant to the by-laws of the Corporation, provided that the number of directors shall never be less than the minimum number permitted by Section 2-402 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended. The names of the directors who shall act until the first annual meeting and until their successors are duly chosen and qualified are:

1. Alexander M. Gardiner
2. Christopher O. Gardiner
3. Marilynn Miller
4. Michael G. Irons
5. Charles T. Rose
6. Michael W. West
7. Elizabeth Prongas
8. Ross Pedicord
9. Robert Robey

Article Ten – Nonliability

No director, officer or member of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the directors, officers or members be subject to the payment of the debts or obligations of this corporation.

Directors and Officers and Members of the Corporation shall not be liable to the Corporation for money damages, except to the extent required under Section 5-418 of the Courts and Judicial Proceedings Article of the Annotated Code of Maryland. The purpose of this limitation of liability is to limit liability to the maximum extent that the liability of directors and officers of Maryland corporations is permitted to be limited by Maryland law, as amended. This limitation on liability shall apply to events occurring at the time a person serves as a director or officer of the Corporation whether or not such person serves as a director or officer at the time of any proceeding in which liability is asserted.

To the maximum extent permitted by Maryland law, the Corporation shall indemnify its currently acting and its former directors and officers against any and all liabilities and expenses incurred in connection with their services in such capacities, and shall indemnify its currently acting and its former officers to the full extent that indemnification shall be provided to directors, and shall indemnify, to the same extent, persons who serve and have served, at its request as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture or other enterprise. The Corporation shall advance expenses to its directors and officers and the other persons referred to above to the extent permitted by Maryland law. This indemnification of directors and officers shall also apply to directors and officers who are also employees, in their capacity as employees. The Board of Directors may by Bylaw, resolution or agreement make further provision for indemnification of employees and agents to the extent permitted by Maryland law.

References to Maryland law shall include the Maryland General Corporation Law as from time to time amended. Neither the repeal or amendment of this Article, nor any other amendment to these Articles of Incorporation, shall eliminate or reduce the protection afforded to any person by the foregoing provisions of this Article Ten with respect to any act or omission which shall have occurred prior to such repeal or amendment.

Article Eleven – Limitations

Notwithstanding any other provision of these articles, this Corporation shall not engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation.

This Corporation is organized and operated exclusively for the public’s benefit and for environmental, educational, and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code.

Notwithstanding any other provision of these articles, this Corporation shall not carry on any other 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 or the corresponding provision of any future United States Internal Revenue Law, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue Law. No substantial part of the activities of this Corporation shall consist of lobbying or propaganda, or otherwise attempting to influence legislation, except as permitted by Section 501(h) of the Internal Revenue code of 1986, and this Corporation shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

This Corporation is irrevocably dedicated to benefiting the public through environmental, educational, and charitable purposes, and no part of the net income or assets of this Corporation shall ever inure to the benefit of any director, officer, trustee, or member of the Corporation or to the benefit of any private person.

Article Twelve – Members

The Board of Directors shall have the power to provide in the Bylaws of the corporation that the corporation shall or shall not have a membership. If a membership is so provided for, the qualifications of members, their manner of selection, any classes of membership, and the rights, duties and voting privileges (if any) of members shall be established in the Bylaws of the corporation.

Article Thirteen – Dissolution of the Corporation

Upon dissolution of this Corporation as provided by the Bylaws, all assets remaining after payment of any outstanding liabilities shall be distributed exclusively to charitable, religious, educational or scientific organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its regulations as such Section and regulations now exist or may hereafter be amended, or under corresponding laws and regulations hereafter adopted and which organizations have purposes and objectives similar to those of the Corporation, all determined in accordance with the Bylaws. Any assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Corporation is then located, exclusively for the charitable purposes set forth herein.

 

IN WITNESS WHEREOF I have signed these Articles of Incorporation this XXth day of XXXXXX, 200X and I acknowledge the same to be my act.

WITNESS / DATE: INCORPORATOR / DATE:

XXXX X XXXXXXX / MM/DD/YYYY XXXXXXXX XXXXXXXX, Esq. / MM/DD/YYYY