| Rules of Incorporation |
| Articles of Incorporation Of Kitties from Heaven To the Secretary of State of the State of Iowa The Undersigned, acting as incorporator of a corporation organized under the Iowa Nonprofit Corporation Act, Chapter 504A of the 1999 Code of Iowa, as amended, hereby adopt the following Articles of Incorporation for such Corporation. |
Article I
1.01 The name of the Corporation is Kitties From Heaven
1.01 The name of the Corporation is Kitties From Heaven
Article II
Registered office and Registered Agent
2.01 The address of the Registered Office of the Corporation is 101 Edgewood Dr Webster City, IA 50595, and the
name of its initial Registered Agent at such address is Kathleen M. Luensmann.
Registered office and Registered Agent
2.01 The address of the Registered Office of the Corporation is 101 Edgewood Dr Webster City, IA 50595, and the
name of its initial Registered Agent at such address is Kathleen M. Luensmann.
Article III
Objects and Purposes
3.01 The Corporation is organized exclusively for the prevention of cruelty to animals, as stated within the meaning of
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and amended to promote and advance such
purposes by any activity in which a nonprofit corporation organized under the Iowa Non Profit Corporation Act may
engage directly in activities that support or benefit such a prevention as permitted under Section 501(c)(3).
3.02 Without limiting the generality o the foregoing, the principal purpose of the Corporation shall be to engage in
activities to promote the prevention of cruelty to animals, including but not limited to housing of homeless animals,
adoption, health care, and sterilization.
Objects and Purposes
3.01 The Corporation is organized exclusively for the prevention of cruelty to animals, as stated within the meaning of
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and amended to promote and advance such
purposes by any activity in which a nonprofit corporation organized under the Iowa Non Profit Corporation Act may
engage directly in activities that support or benefit such a prevention as permitted under Section 501(c)(3).
3.02 Without limiting the generality o the foregoing, the principal purpose of the Corporation shall be to engage in
activities to promote the prevention of cruelty to animals, including but not limited to housing of homeless animals,
adoption, health care, and sterilization.
Article IV
Membership
4.01 Membership of this organization shall include two full time directors and one assistant director, as follows;
Director Kathleen M. Luensmann and Director Curtis D. Luensmann and Assistant Director Kathie Fisher.
4.02 Additional memberships of the Corporation are created following support to the corporation, including, but not
limited to donations and adoptions, with each prospective member being given the option to confirm or decline the
offer of membership.
Membership
4.01 Membership of this organization shall include two full time directors and one assistant director, as follows;
Director Kathleen M. Luensmann and Director Curtis D. Luensmann and Assistant Director Kathie Fisher.
4.02 Additional memberships of the Corporation are created following support to the corporation, including, but not
limited to donations and adoptions, with each prospective member being given the option to confirm or decline the
offer of membership.
Article V
Conduct of Business
5.01 The affairs, operations, and business of the Corporation shall be conducted and managed by the Board of
Directors. The number of members and the duties of the Board of Directors shall be fixed by the Bylaws.
Conduct of Business
5.01 The affairs, operations, and business of the Corporation shall be conducted and managed by the Board of
Directors. The number of members and the duties of the Board of Directors shall be fixed by the Bylaws.
Article VI
Nonliability / Indemnification
6.01 No director, officer, employee or member of the corporation shall as such, be liable on its debts or obligations
and no director, officer, member or other volunteer shall be personally liable a as such for any claim based upon as
act or omission of such person performed in the discharge of such persons’ duties except (1) for any breach of the
duty of loyalty to the Corporation, (2) for acts or omissions not in good faith or which involve intentional misconduct
or knowing violation of the law, or (3) for any transactions from which such a person derives an improper personal
benefit.
6.02 Except for any prohibition against indemnification specifically set forth in these bylaws or in Chapter 504A,
Code of Iowa, at the time indemnification is sought, this Corporation shall indemnify any such person who is or was a
director, officer, employee, member or volunteer of this Corporation, or any such person who, while a director,
officer, employee, member or volunteer of this Corporation, is serving or has served, at the request of this
Corporation, as a director , officer, partner, member, manager, trustee, employee, or agent of another corporation,
partnership, limited liability company, joint venture, trust, other enterprise, or employee benefit plan to the fullest
extent possible, against expenses, including attorney fees, judgments, fines, settlements and reasonable expenses,
actually incurred by such a person relation to his conduct as a director, officer, employee, member or volunteer of this
Corporation or as a director, officer, partner trustee, employee, or agent o such other corporation, partnership, joint
venture, trust, other enterprise, or employee benefit plan , except that the mandatory indemnification required by this
sentence shall not apply (1) to a breach of such personas duty of loyalty to the Corporation, (2) for acts or omissions
not in good faith or which involve intentional misconduct or knowing violation of the law, or (3) for any indemnification
shall also inure to the benefit of any such indemnified person’s heirs, executors, personal representatives, an
administrators.
Nonliability / Indemnification
6.01 No director, officer, employee or member of the corporation shall as such, be liable on its debts or obligations
and no director, officer, member or other volunteer shall be personally liable a as such for any claim based upon as
act or omission of such person performed in the discharge of such persons’ duties except (1) for any breach of the
duty of loyalty to the Corporation, (2) for acts or omissions not in good faith or which involve intentional misconduct
or knowing violation of the law, or (3) for any transactions from which such a person derives an improper personal
benefit.
6.02 Except for any prohibition against indemnification specifically set forth in these bylaws or in Chapter 504A,
Code of Iowa, at the time indemnification is sought, this Corporation shall indemnify any such person who is or was a
director, officer, employee, member or volunteer of this Corporation, or any such person who, while a director,
officer, employee, member or volunteer of this Corporation, is serving or has served, at the request of this
Corporation, as a director , officer, partner, member, manager, trustee, employee, or agent of another corporation,
partnership, limited liability company, joint venture, trust, other enterprise, or employee benefit plan to the fullest
extent possible, against expenses, including attorney fees, judgments, fines, settlements and reasonable expenses,
actually incurred by such a person relation to his conduct as a director, officer, employee, member or volunteer of this
Corporation or as a director, officer, partner trustee, employee, or agent o such other corporation, partnership, joint
venture, trust, other enterprise, or employee benefit plan , except that the mandatory indemnification required by this
sentence shall not apply (1) to a breach of such personas duty of loyalty to the Corporation, (2) for acts or omissions
not in good faith or which involve intentional misconduct or knowing violation of the law, or (3) for any indemnification
shall also inure to the benefit of any such indemnified person’s heirs, executors, personal representatives, an
administrators.
Article VII
Corporate Seal
7.01 This Corporation shall have no Corporate Seal
Corporate Seal
7.01 This Corporation shall have no Corporate Seal
Article VIII
Corporate Period
8.01 The corporate period shall be perpetual unless the Corporation is sooner dissolved or terminated as otherwise
provided by law.
Corporate Period
8.01 The corporate period shall be perpetual unless the Corporation is sooner dissolved or terminated as otherwise
provided by law.
Article IX
Bylaws
9.01 The Board of Director of the Corporation may adopt Bylaws not inconsistent with these Articles.
Bylaws
9.01 The Board of Director of the Corporation may adopt Bylaws not inconsistent with these Articles.
Article X
Activities / Powers
10.01 No part of the net earnings of the Corporation shall inure to the benefit of or be distributed to, its members,
directors, officers, or other private person, except that the Corporation shall be authorized and have power to pay
reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes
set forth in Article III hereof. No substantial part of the activities of the Corporation shall be the carrying on or
propaganda, or otherwise attempting to influence legislation and the Corporation shall not participate in or intervene in
(including publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any other activities not
permitted to be carried on by:
(a) A corporation exempt from Federal Income Tax under Section 501(c)(3) of theInternal Revenue Code of 1986 (or
the corresponding provision of any future UnitedStates Internal Revenue Law)
(b) A Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of
1986 (or the corresponding provision of any future United States Internal revenue Law).
10.02 Except as otherwise provided herein, the Corporation shall have unlimited power to engage in and to do any
lawful act concerning any and all lawful purposes concerning the prevention of cruelty to animals under the previsions of
the Iowa Nonprofit Corporation Acct, Chapter 504A of the 1999 Code of Iowa, as amended.
Activities / Powers
10.01 No part of the net earnings of the Corporation shall inure to the benefit of or be distributed to, its members,
directors, officers, or other private person, except that the Corporation shall be authorized and have power to pay
reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes
set forth in Article III hereof. No substantial part of the activities of the Corporation shall be the carrying on or
propaganda, or otherwise attempting to influence legislation and the Corporation shall not participate in or intervene in
(including publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any other activities not
permitted to be carried on by:
(a) A corporation exempt from Federal Income Tax under Section 501(c)(3) of theInternal Revenue Code of 1986 (or
the corresponding provision of any future UnitedStates Internal Revenue Law)
(b) A Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of
1986 (or the corresponding provision of any future United States Internal revenue Law).
10.02 Except as otherwise provided herein, the Corporation shall have unlimited power to engage in and to do any
lawful act concerning any and all lawful purposes concerning the prevention of cruelty to animals under the previsions of
the Iowa Nonprofit Corporation Acct, Chapter 504A of the 1999 Code of Iowa, as amended.
Article XI
Dissolution
11.01 Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the
payment of all of the liabilities of the Corporation, distribute all remaining assets of the Corporation to an organization or
organizations that qualify for tax exempt status under section 501(c)(3) of the Code (or the corresponding provisions of
any future United States Internal Revenue law) and that operates under the same or similar Objects and
Purposes(Article III herein) as this Corporation. Any such assets not so disposed of shall be disposed of by the Iowa
District Court in and for Hamilton County exclusively for such purposes or to such organization or organizations as the
said Court shall determine qualified for tax exempt status under Section 501(c)(3) of the Code (or the corresponding
provisions of any future United States Internal Revenue law).
Dissolution
11.01 Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the
payment of all of the liabilities of the Corporation, distribute all remaining assets of the Corporation to an organization or
organizations that qualify for tax exempt status under section 501(c)(3) of the Code (or the corresponding provisions of
any future United States Internal Revenue law) and that operates under the same or similar Objects and
Purposes(Article III herein) as this Corporation. Any such assets not so disposed of shall be disposed of by the Iowa
District Court in and for Hamilton County exclusively for such purposes or to such organization or organizations as the
said Court shall determine qualified for tax exempt status under Section 501(c)(3) of the Code (or the corresponding
provisions of any future United States Internal Revenue law).
Article XII
Initial Directors
12.01 The initial Board of Directors shall be composed of three (3) members. The names and addresses of these
persons who are to serve as the initial Board of Directors are as follows:
(a)Kathleen M. Luensmann
101 Edgewood Dr
Webster City, IA 50595
(b)Curtis D Luensmann
5768 Colorado Ave
Fort Lewis, WA 98433
(c )Kathie Fisher
233 1/2 7th Avenue N
Fort Dodge, IA 50501
Initial Directors
12.01 The initial Board of Directors shall be composed of three (3) members. The names and addresses of these
persons who are to serve as the initial Board of Directors are as follows:
(a)Kathleen M. Luensmann
101 Edgewood Dr
Webster City, IA 50595
(b)Curtis D Luensmann
5768 Colorado Ave
Fort Lewis, WA 98433
(c )Kathie Fisher
233 1/2 7th Avenue N
Fort Dodge, IA 50501
Article XIII
Incorporators
13.01 The name and address of the sole incorporator is as follows:
(a)Kathleen M. Luensmann
101 Edgewood Dr
Webster City, IA 50595
Dated at Webster City, Iowa, this 26 Day of December 2003
Incorporators
13.01 The name and address of the sole incorporator is as follows:
(a)Kathleen M. Luensmann
101 Edgewood Dr
Webster City, IA 50595
Dated at Webster City, Iowa, this 26 Day of December 2003
C 2007 Kitties From Heaven