ARTICLES OF INCORPORATION
UNITED STATES OF AMERICA OF STATE OF LOUISIANA
RENEWABLES COUNCIL OF
LOUISIANA, INCORPORATED
PARISH OF LAFAYETTE
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BEFORE ME, personally came and appeared Julie D. Buckner, being of the full age of majority, who declared to me in the presence of the undersigned competent witnesses that, availing herself of the provisions of the Nonprofit Corporations Law (Title 12, Chapter 2, Louisiana Revised Statutes of 1950), as amended, she does hereby organize herself, her successors and assigns, into a nonprofit corporation pursuant to said law under and in accordance with the following Articles of Incorporation:
ARTICLE I
NAME
The name of this Nonprofit Corporation shall be “RENEWABLES COUNCIL OF LOUISIANA, INCORPORATED”.
ARTICLE II
TYPE OF CORPORATION
This Corporation is shall be a nonprofit corporation organized under the Louisiana Nonprofit Corporation Law.
ARTICLE III
TAXPAYER IDENTIFICATION
The taxpayer identification number of the Corporation is 11-3708278.
ARTICLE IV
OBJECTS AND PURPOSES
The objects and purposes for which this Corporation is organized and the nature of the business to be carried on by it are stated and declared to be as follows:
This Corporation is organized exclusively for scientific, educational, and business purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that also qualify as Section 501(c)(3) exempt organizations. The Renewables Council of Louisiana is a non-profit council representing Louisiana businesses, developers, researchers, academics and governmental institutions and individuals. Its primary purpose is to increase utilization and development of renewable resources, including but not limited to biomass resources, for renewable energy industries, renewable chemical industries, sustainable agriculture, beneficial use, and ecological stability. To this end, the corporation shall (1) promote research that will allow state and municipal organizations and business entities to use renewable resources, to reduce pollution, improve economic activity and produce energy and consumable products; (2) take an active role to implement projects related to beneficial use of biomass, solar, wind, municipal solid waste and other renewables; (3) collect and disseminate data and expertise related to renewables production and management, and implementation of renewables beneficial use programs; (4) work with renewables generators, municipalities and communities, and industries to provide economic development opportunities within the state; (5) to create a business environment that attracts renewables related businesses to Louisiana.
ARTICLE V
DURATION
The duration of this Corporation shall be in perpetuity, or such maximum period as may be authorized by the laws of Louisiana, unless liquidated, dissolved, or merged as permitted by law.
ARTICLE VI
ORGANIZATION/LIMITATIONS
This Corporation shall be organized on a non-stock basis and shall have no capital stock. At all times the following shall operate as conditions restricting the operations and activities of the corporation:
1. The Corporation shall be operated and maintained by such membership dues, fees charged for services, and such other assessments and endowments as the Board of Directors shall determine to be necessary or acceptable for the proper functioning of the corporation.
2. No part of the net earnings of the corporation shall inure to any member of the corporation not qualifying as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, nor to any Director or officer of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation shall pay for services actually rendered to the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the corporation;
3. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office; and
4. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.
5. The corporation shall not lend any of its assets to any officer or director of this corporation or guarantee to any person the payment of a loan by an officer or director of this corporation.
ARTICLE VII
REGISTERED OFFICE
1. The location and post office address of the registered and principle office of the Council shall be in the State of Louisiana at:
Renewables Council of Louisiana
Suite 1135
365 Canal Street
New Orleans, LA 70130
2. The Council may also have offices at such other places as the Board of Directors may from time to time determine.
ARTICLE VIII
REGISTERED AGENT
The full name and mailing address of the registered agent of the corporation shall be:
William M. Hudson, III
100 East Vermilion Street, Suite 400
Lafayette, Louisiana 70501
ARTICLE IX
INCORPORATOR
The name and municipal address of the incorporator is:
Julie D. Buckner
Ox, Inc.
57718 Erwin Drive
Plaquemine, Louisiana 70764
ARTICLE X
MEMBERSHIP
1. The corporation shall have a voting membership, and may have classes of same (if any), as defined in the corporation's bylaws or these articles of incorporation.
2. Full Membership: All persons employed in Louisiana renewables-related businesses and institutions, shall be eligible to be Full Members of the Council, regardless of the number of employees or the amount of annual gross revenues of such businesses or institutions. Such persons employed by eligible private firms, schools of higher learning, and government offices, shall become Full Members after presentation of an application and a majority vote of the Executive Committee, the makeup of such Committee which shall be set forth in the Corporation’s bylaws. Full Membership shall include voting privileges in the council's general elections and the right to run for Council office, including but not limited to the Board of Directors. To retain all privileges of Full Membership, a Full Member of the Council must pay dues as provided for in the bylaws, and agree to be bound by the articles of incorporation of this corporation, by its bylaws, and by such rules and regulations as the directors may from time to time adopt. Full membership shall be restricted to individuals.
3. Honorary Members: Any person outstanding in renewables or related fields may by unanimous vote of the Board of Directors be elected to honorary membership status and will retain such status at the will and pleasure of the Board of Directors. Honorary Members are not required to pay dues, are admitted at no charge to general meetings, and have the privilege of voting in general elections.
4. Student Members: Any student who is currently interested in and/or studying in the area of renewables or a related field and who is currently enrolled at a local institution of higher learning as a full-time student shall become a Student Member after presentation of an application and a majority vote of the Executive Committee, the makeup of such Committee which shall be set forth in the Corporation’s bylaws. Student Members shall not have the privilege or right to vote in general elections or to run for Council office.
5. No member shall have any right, title, or interest in or to any property of the corporation.
6. Membership in the Corporation shall be a requirement for election to the Board of Directors and service as an officer of the Corporation.
ARTICLE XI
BOARD OF DIRECTORS/MANAGEMENT OF CORPORATE AFFAIRS
1. The management and affairs of the corporation shall be at all times under the direction of a Board of Directors, whose operations in governing the corporation shall be defined by statute and by the corporation's by-laws.
2. The Board of Directors shall be elected by the voting members of the Corporation.
3. The number of directors of the corporation shall be seven; provided, however, that such number may be changed by a bylaw duly adopted by the members.
4. No Director shall have any right, title, or interest in or to any property of the corporation.
5. The corporations first Board of Directors as named in Section 7 herein below shall hold office from the date of the commencement of corporate existence until two years after the date hereof, or until their successors are elected and qualified at the first meeting of members to take place after incorporation. Directors elected in the first election, and at all times thereafter, shall serve for a term of two years; except that the bylaws may provide for a different term of office for some of the directors elected in the first election following incorporation, in order to introduce a system of staggered terms for directors.
6. The Board of Directors shall elect corporate officers according to the provisions of the bylaws of the corporation.
7. The corporation's first Board of Directors shall be comprised of the following natural persons:
Julie D. Buckner
Ox, Inc.
57718 Erwin Drive
Plaquemine, Louisiana 70764
Harry N. Buckner
Ox, Inc.
57718 Erwin Drive
Plaquemine, Louisiana 70764
Chris Dufour
GT Energy LLC
Suite 1135, 365 Canal Street
New Orleans, Louisiana 70130
David Lamothe
Preventive Maintenance Services, Inc.
4714 Curtis Lane
New Iberia, Louisiana 70560
Tim Ross
Strategic Energy Enterprises, LLC
300 Jackson St, Suite 210
Alexandria, Louisiana 71301
Bill Carney, Ph.D.
Associate Professor and Coordinator
W. A. Callegari Environmental Center
Louisiana State University AgCenter
268E Knapp Hall
Baton Rouge, LA 70803
Kelsey Short, Jr.
Louisiana Department of Economic Development
1051 N. 3rd Street
Baton Rouge, Louisiana 70801
ARTICLE XII
DEBT OBLIGATIONS AND PERSONAL LIABILITY
1. No member, officer or Director 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 members, officers or Directors be subject to the payment of the debts or obligations of this corporation.
2. A member, director, trustee, officer, or volunteer worker of this corporation shall be afforded the full protection allowed under La. R.S. 9:2792, 9:2792.1, and 2792.3. In addition to, and not in lieu of the foregoing, except for damage or injury caused by their willful or wanton misconduct, members, trustees, directors, officers, or volunteer workers of this corporation, whether or not they are compensated for their services on a salary basis, shall not be personally liable to this corporation or its members for any act or omission resulting in damage or injury (a) arising out of the exercise of their judgement in the formation and implementation of policy, or (b) arising out of the management of the affairs of this corporation provided they are acting in good faith or within the scope of their official functions and duties.
3. If the Louisiana Nonprofit Corporation Law is hereafter amended to authorize the further elimination of limitation of the liability of members, trustees, directors, officers, or volunteer workers, then the liability of a member, trustee, director, officer, or volunteer worker of this corporation shall be limited to the fullest extent permitted by the amended state law.
4. Any repeal or modification of this Article by the members of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a member, trustee, director, officer, or volunteer worker of this corporation existing at the time of such repeal or modification.
ARTICLE XIII
DISSOLUTION
Upon the time of dissolution of the corporation, assets shall be distributed by the Board of Directors, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, for one or more exempt purposes within the meaning of sections 501(c)(6) or 501(c)(3) of the Internal Revenue Code, or the 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 a Court of Competent Jurisdiction of the parish in which the principal office of the corporation 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.
ARTICLE XIV
AMENDMENTS TO ARTICLES OF INCORPORATION
The Articles of Incorporation may be amended or the corporation may be dissolved by a two-thirds (2/3) vote of the members present at a regular meeting of the corporation or any special meeting called for that purpose; provided that notice of the proposed amendment or dissolution shall be given by mail ten (10) days in advance to all members of the corporation at their respective last known post office addresses, unless such notice be waived. The Articles may not be amended in any way that would permit this corporation to be operated other than exclusively for nonprofit purposes.
THUS DONE AND SIGNED in my office in the Parish and State aforesaid on this the 28th day of May, 2004, in the presence of the undersigned competent witnesses and me, Notary Public, after due reading of the whole.
WITNESSES:
INCORPORATOR
Julie D. Buckner
NOTARY PUBLIC
David Peterson
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