ARTICLES OF INCORPORATION



HOLLEY FAMILY VILLAGE, INC.

a Michigan nonprofit corporation







Pursuant to the provisions of Act 162, Public Acts of 1982, the Michigan Nonprofit Corporation Act, MCL 450.2101 - 450.3192, as amended (the "Act”, the undersigned corporation executes the following Articles of lncorporation (the ''Articles”):



ARTICLE I

Name

The name of the corporation is Holley Family Village, Inc. (the "Corporation").



ARTICLE II

Purposes and Powers



Section 2.01. The Corporation is organized and at all times will be operated exclusively for purposes that are charitable, educational, and/or scientific within the meaning of Section

50 l (c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of

any future Internal Revenue law of the United States of America (the "Code"). The Corporation will at all times conduct its business and activities in a manner as to not violate the Ethical and Religious Directives for Catholic Health Care Services as promulgated by the United States Conference of Catholic Bishops, Washington D.C., of the Roman Catholic Church or its successor, and as followed by Ascension St. John Michigan.



Section 2.02. The Corporation is organized and at all times will be operated exclusively for the following purposes: to provide life-enhancing programs for deaf persons and persons with hearing and vision impairment; to provide educational programs for parents of deaf children; to provide programs and services relating to hearing loss to the community at large, including educational residential sunm1er programs, education, training, mentoring, American sign language classes and sensitivity training. The Corporation will not be controlled directly or indirectly by any disqualified persons.



Section 2.03.  Subject to the restrictions contained in this Article II, the objectives and purposes of the Corporation are:



(a)       To provide the foregoing services and community, without regard to race, color, creed, sex, age or ability to pay for services;



(b)       To conduct scientific investigation and research and to disseminate the knowledge acquired through public and professional channels;



(c)       To receive and administer assets exclusively for charitable and educational purposes;

(d)   To be organized and operated as a nonprofit charitable institution and a nonprofit trust under applicable Michigan law; and



(e)    To assist and engage in other activities which serve charitable, educational, and/or scientific purposes, are permitted by applicable law, and are permitted to be carried on by an organization exempt from federal income taxation under Code Section 50l(c)(3).



Section 2.04. The purposes and powers of the Corporation will be limited as follows:



(a)   No part of the net earnings of the Corporation will inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons unless allowed by Code Section 50l(c)(3) and the Act; provided, however, that the Corporation will be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.



(b)  No substantial part of the activities of the Corporation will be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Corporation will not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office except as authorized under the Code.



(c)   Notwithstanding any other provisions of these Articles, the Corporation will not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Code Section 50l(c)(3); (ii) by a corporation that is a supporting organization under Code Section 509(a)(3); or (iii) by a corporation, contributions to which are deductible under Code Sections 170(c)(2), 2055(a)(2), and/or

2522(a)(2).



Section 2.05. Subject to the other restrictions on the Corporation's powers contained in this Article II, the Corporation will have such powers as are now or may hereafter be granted by the Act.



ARTICLE III

Corporate Organization



        Section 3.01. The Corporation is organized on a nonstock basis.



Section 3.02. The Corporation is organized on a directorship basis.  The business, property, affairs and funds of the Corporation will be managed, supervised and controlled by its Board of Directors (the "Board") who will exercise all of the powers of the Corporation subject to applicable law.



Section 3.03. The assets initially owned by the Corporation together with approximate values as of the inception of the Corporation are as follows:


 

Real Property: Personal Property:

Section 3.04. The Corporation is to be financed by fees for services performed in furtherance of its charitable and other Code Section 50l(c)(3) purposes, along with contributions from public and private donors, grants from individuals and organizations, in kind contributions of volunteer services, and other available sources.



ARTICLE IV

Registered Office and Resident Agent



        Section 4.01. At the time of the filing of these Articles, the mailing address of the Corporation's registered office is:

        1142 DeSales Drive, Brooklyn, Michigan 49230

        Section 4.02. At the time of the filing of these Articles, the name of the Resident Agent is Ardis Gardella.



ARTICLE V

Period of Existence

        Section 5.01. The period during which the Corporation will continue is perpetual.







ARTICLE VI

Dissolution



Section 6.01. In the event of the liquidation, dissolution, or winding up of the Corporation, whether voluntary, involuntary, or by operation of law, all of the property and assets of the Corporation remaining after the payment of its liabilities and obligations or after adequate provisions will have been made therefor, will be transferred or conveyed to the University or, if the University is not then in existence or is not then exempt under Code Section

115 or Code Section 50l(c)(3), then to such organization(s) which is/are organized and operated

exclusively for purposes described in Code Section 50l(c)(3) as the Board of Directors will determine. Any such assets not so disposed of will be disposed of pursuant to applicable Michigan law, including but not limited to Article 8 of the Act and Act 169, Public Acts of 1965, the Michigan Dissolution of Charitable Purpose Corporations Act. Except as othe1wise provided in this Article VI, no member, director, or officer of the Corporation or any private individual will be entitled to share in the distribution of any of the assets of the Corporation on such liquidation, dissolution, or winding up of the Corporation.



ARTICLE VII

Incorporator



Section 7.01. The name and address of the incorporator at the time of incorporation are as follows:

        Ardis Gardella, 1142 DeSales Drive, Brooklyn, Michigan 49230.


 



ARTICLE VIII

Regulation of Corporate Affairs



Section 8.01.  Notwithstanding any other provision of these Articles, if for any taxable year the Corporation is deemed a "private foundation" described in Code section 509(a), the Corporation will:



(a)       Cause its income for each taxable year to be distributed at such time and in such matter so as not to subject the Corporation to tax under Code Section 4942;



        (b)      Engage in no act of self-dealing as defined in Code Section 4941;


        (c)      Not obtain or retain excess business holdings as defined in Code Section


 

(d)      Make no investment in such manner so as to subject the Corporation to tax under Code Section 4944; and



        (e)       Make no taxable expenditure as defined in Code Section 4945.



Section 8.02. These Articles may only be amended by the Board at a regular or special meeting in accordance with the requisite affirmative vote described in the Corporation's Bylaws.



ARTICLE IX

Limitation of Volunteer Director's and Officer's Liability



No director or volunteer officer, as defined in Sections 106 and 110 of the Act, of this Corporation will be personally liable to the Corporation for monetary damages for any action taken or any failure to take any action as a director or volunteer officer, except for any of the following:



(a)      The amount of a financial benefit received by a director or volunteer officer to which he or she is not entitled;

(b)      Intentional infliction of harm on the corporation, its shareholders, or members;



        (c)       A violation of Section 551 of the Act;

        (d)      An intentional criminal act;



        (e)      A liability imposed under section 497(a); or


 

(f)   Any other act or omission as to which the Act does not permit a director's liability to be so limited.



If the Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation will be eliminated or limited to the fullest extent permitted by the Act, as amended.  Any repeal, modification or adoption of any provision in these Articles inconsistent with this Article IX will not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal, modification or adoption, provided, however, that the Corporation will not be considered to have assumed any liability to the extent such assumption is inconsistent with the status of the Corporation as an organization described in the Code.



ARTICLE X

Assumption of Liability for Acts of Volunteers



To the fullest extent permitted under the Act, the Corporation assumes the liability for all acts or omissions of a volunteer director, volunteer officer, or other volunteer of the Corporation occurring on or after the effective date of this provision, if all of the following are met:



(a)   The volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority;



        (b)       The volunteer was acting in good faith;



(c)   The volunteer's conduct did not amount to gross negligence or willful and wanton misconduct;



        (d)       The volunteer's conduct was not an intentional tort; and



(e)   The volunteer's conduct was not a tort arising out of the ownership, maintenance or use of a motor vehicle for which tort liability may be imposed as provided in Section 3135 of the Insurance Code of 1956, Act No. 218 of the Public Acts of 1956, being Section 500.3135 of the Michigan Compiled Laws.



No amendment, repeal or other modification of these Articles will reduce the scope of the Corporation's assumption of liability under this Article X for or with respect to any volunteer's acts or omissions that occur before such change.