RESOLUTION 17-020 RE HAMC NONPROFIT GEM HOUSING SOLUTIONS ARTICLES OF INCORPORATION.DOCX

ARTICLES OF INCORPORATION
OF
GEM HOUSING SOLUTIONS,
AN ARIZONA NONPROFIT CORPORATION
Pursuant to the authority granted under the Arizona Revised Statutes § 36-1403(C) and
the provisions of Arizona Revised Statutes Section 10-3202 et seq., or any successor provisions,
the undersigned, for the purpose of forming Gem Housing Solutions, a nonprofit corporation (the
“Corporation”) organized under the laws of the State of Arizona (the “State”), do hereby adopt
the following Articles of Incorporation:
ARTICLE I
NAME
The name of the Corporation, which is a nonprofit and non-stock corporation, is Gem
Housing Solutions.
ARTICLE II
PURPOSE
The purpose for which this Corporation is organized is the transaction of any or all lawful
business for which nonprofit corporations may be incorporated under the laws of the State and
subject to the restrictions under Arizona Revised Statutes §§ 36-1401 through 36-1425, as they
may be amended from time to time.
The initial business of the Corporation shall be to “relieve the poor and distressed” and
to “lessen the burdens of Government,” as those terms are used in Treasury Regulation
1.501(c)(3)-1(d)(2), through the performance of activities and services that promote the
availability and expansion of affordable housing in Maricopa County by the provision of support
to the Housing Authority of Maricopa County, a tax-levying public improvement district of the
State of Arizona (“HAMC”), in accordance with Section 501(c)(3) of the Internal Revenue Code of
1986, as amended (together with the Treasury Regulations, the “Code”), Arizona Revised Statutes
§§ 36-1401 through 36-1425 and these Articles of Incorporation.
The Corporation shall have the broadest possible powers to take any action that it deems
appropriate under the circumstances, consistent with the restrictions imposed by tax-exempt
status under Code Section 501(c)(3), to promote the protection and expansion of the affordable
housing stock within Maricopa County and elsewhere.
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In addition to the foregoing, and in furtherance and not in limitation of the general powers
conferred by the laws of the State, and the purposes set forth herein, it is expressly provided that
the Corporation shall also have the power to:
1. Provide, raise, receive and disburse funds, including funds in the form of debt
financing, and to hold property, both real and personal, for the purpose of carrying
out the objectives stated herein;
2. To do and perform any and all acts and things and to transact any business, not
inconsistent with the laws, which may be necessary for, incidental to, or convenient
in carrying out any of the business or purposes of the Corporation and to have and
exercise all other powers, rights, privileges and authority now or hereinafter
conferred upon nonprofit corporations under and pursuant to the laws of the State.
ARTICLE III
PLACE OF BUSINESS
The known place of business and business address of the Corporation shall be 8910 North
78th Avenue, Building D, Peoria, Arizona 85345. The Corporation may conduct its business and
maintain offices for such purposes at such other place or places, within or outside the County of
Maricopa or the State, as may from time to time be deemed advisable by the Board of Directors
of the Corporation as set forth in the Bylaws of the Corporation.
ARTICLE IV
INCORPORATORS
The names and addresses of the incorporators are as follows:
Charles W. Lotzar
7150 East Camelback Road, Suite 455
Scottsdale, Arizona 85251
ARTICLE V
MEMBERSHIP
The Corporation shall not have members.
ARTICLE VI
NONPROFIT
At all times, the following shall operate as conditions restricting the operations and activities
of the Corporation:
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1. This Corporation is organized and operated exclusively for religious, charitable, scientific,
testing for public safety, literary, or educational purposes, or to foster national or
international amateur sports competition (but only if no part of its activities involve the
provision of athletic facilities or equipment), or for the prevention of cruelty to children
or animals, including, for such purposes, the making of distributions to organizations that
qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of
1986, as now enacted or as may be amended (or the corresponding provision of any
future United States Internal Revenue law).
2. No part of the net earnings of the Corporation shall inure to the benefit of, or be
distributable to, its directors, officers, or other private shareholder or individuals, and no
dividend may be paid and no part of the income or profit of the Corporation may be
distributed to its directors or officers, except that the Corporation shall be authorized and
empowered to pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of the purposes set forth in Article II.
3. Notwithstanding any other provision of these Articles of Incorporation, the 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 of
1986, as now enacted or as may be amended (or the corresponding provision of any
future United States Internal Revenue law) (b) by a corporation, contributions to which
are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as now
enacted or as may be amended (or the corresponding provision of any future United
States Internal Revenue law) or (c) the provisions of Arizona Revised Statutes § §§ 36-
1401 through 36-1425.
4. No substantial part of the activities of this Corporation shall be the carrying on of
propaganda, or otherwise attempting to influence legislation, and this Corporation shall
not participate and/or intervene in (including the publication or distribution of
statements) any political campaign on behalf of, or in opposition to, any candidate for
public office, nor shall this Corporation engage in any activities that are unlawful under
applicable federal, State or local laws.
ARTICLE VII
DISSOLUTION
Upon 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, dispose of all of its assets
exclusively for the purposes of the Corporation in such manner, or to such organizations
organized and operated exclusively for charitable, educational, religious, or scientific purposes
as shall at the time qualify the organization or organizations as exempt under Section 501(c)(3)
of the Internal Revenue Code of 1986, as now enacted or as may be amended (or the
corresponding provision of any future United States Internal Revenue law) as the Board of
Directors shall determine. Any such assets not disposed of shall be disposed of by the Superior
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Court of Maricopa County, exclusively for such purposes or to such organization or organizations
as the Court shall determine which are organized and operated exclusively for such purposes.
ARTICLE VIII
LIMITATION FROM LIABILITY
AND INDEMNIFICATION
To the greatest extent provided by law, as provided in Arizona Revised Statutes Section 10-
3850 et seq., or any successor provisions, (Indemnification), and except as provided in these
Articles of Incorporation, the Corporation shall hold harmless and indemnify each of its current
and former Directors, officers, employees or agents (hereinafter each is individually referred to
as “Indemnitee”) for, from and against any and all liability and expenses incurred by Indemnitee
in connection with any threatened or actual proceeding or legal action resulting from
Indemnitee’s service to the Corporation, or to another entity at the Corporation’s request. For
purposes hereof, except as provided below, liability includes an Indemnitee’s obligation to pay a
judgment, settlement, penalty or fine, including an excise tax assessed with respect to an
employee benefit plan, or reasonable expenses actually incurred with respect to a proceeding
and included obligations and expenses that have not been yet paid by the Indemnitee, but that
have been or may be incurred.
The power of Indemnification under Arizona Revised Statutes Section 10-3850 et seq., or any
successor provisions, shall not be denied or limited by the Bylaws of the Corporation.
Except insofar as permitted by law, the Corporation shall not indemnify an Indemnitee if
indemnification is prohibited by Arizona Revised Statutes Section 10-3850 et seq.
(Indemnification), or any successor provisions. In addition, the Corporation shall not indemnify
an Indemnitee for conduct described in clauses (a) through (d) of Arizona Revised Statutes
Section 10-3202.B.1, or any successor provision, including any of the following:
1. The amount of financial benefit received by Indemnitee to which Indemnitee is not
entitled;
2. An intentional infliction of harm by Indemnitee on the Corporation;
3. A violation of Arizona Revised Statutes Section 10-3830 (General Standards for
Directors), or any successor provision, and/or Arizona Revised Statutes Section 10-
3833 (Liability for Unlawful Distributions), or any successor provision; and
4. An intentional violation by Indemnitee of criminal laws.
To the greatest extent provided by law, the private property of the current and former
Directors, officers, employees or agents of the Corporation shall be exempt from execution or
other liability for any debts and obligations of any kind whatsoever of the Corporation, and no
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current and former Directors, officers, employees or agents of the Corporation shall be liable or
responsibly for any debts or liabilities of the Corporation.
Unless limited by these Articles of Incorporation, the Corporation shall indemnify an outside
director against liability. Unless limited by these Articles of Incorporation, the Corporation shall
pay an outside director's expenses in advance of a final disposition of a proceeding, if the director
furnishes the Corporation with a written affirmation of the director's good faith belief that the
director has met the Corporation's standard of conduct and the director furnishes the
Corporation with a written undertaking executed personally, or on the director's behalf, to repay
the advance if it is ultimately determined that the director did not meet the standard of conduct.
The undertaking required by this subsection is an unlimited general obligation of the director but
need not be secured and shall be accepted without reference to the director's financial ability to
make repayment.
ARTICLE IX
ANNUAL MEETING
The annual meeting is to be held at a place within or without the State as fixed by the
Bylaws.
ARTICLE X
STATUTORY AGENT
The name and address of the statutory agent of the Corporation is:
Travys Harvey, Esq.
8355 East Hartford Drive, Suite 200
Scottsdale, Arizona 85255
The Statutory Agent is either: (a) an individual who resides in the State, (b) a domestic
business or nonprofit corporation formed under Arizona Revised Statutes Section 10-3202 et
seq., or any successor provisions, (c) a foreign business or nonprofit corporation authorized to
transact business or conduct affairs in the State, (d) a limited liability company formed under
Title 29 of the Arizona Revised Statutes, or (e) a limited liability company authorized to transact
business in the State.
All notices and processes, including service of summons, may be served, upon such
Statutory Agent, which, when so served, shall be lawful, personal service upon the Corporation.
The Board of Directors may, at any time, appoint another agent for such purposes, and the filing
of such other appointment shall revoke this or any other previous appointment of such agent.
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ARTICLE XI
CONDUCT OF AFFAIRS
The affairs of the Corporation shall be conducted by, or at the direction of, a Board of
Directors in accordance with the Bylaws. The number of Directors of the Corporation may be
increased or varied from time to time in accordance with the Bylaws of the Corporation, but in
no event shall the Board of Directors consist of less than one person. The term and the methods
of election, appointment, designation or removal of the members of the Board of Directors shall
be as set forth in the Bylaws of the Corporation.
ARTICLE XII
BOARD OF DIRECTORS
The Board of Directors of the Corporation shall consist of not fewer than 3 Directors.
The membership of the Board of Directors of the Corporation, until the first annual
election of Directors or until such time as their successors are duly elected and shall qualify, shall
be: Gloria Muñoz, Irma Hollamby, and Mario Aniles.
The Board of Directors shall be self-perpetuating. Qualifications to serve as a member of
the Board of Directors shall be determined in accordance with the Bylaws, as may be amended
by the Board of Directors from time to time.
ARTICLE XIII
BYLAWS
The original Bylaws of the Corporation shall be adopted by its initial Board of Directors.
The power to alter, amend, or repeal the Bylaws, or adopt new Bylaws, shall be vested in the
Board of Directors. Once the Board of Directors approves to alter, amend, repeal, or adopt new
Bylaws, the amendment, repeal, or proposed new Bylaws shall be placed on the Board of
Commissioners’ agenda for review. The amended, repealed, or new Bylaws shall not become
effective until approved by the Board of Commissioners.
ARTICLE XIV
PERIOD OF DURATION
The duration of the Corporation shall be perpetual.
ARTICLE XV
AMENDMENT
These Articles of Incorporation may be amended by the affirmative vote of a majority of
the Board of Directors. For purposes of these Articles of Incorporation, a majority shall mean a
more than 50% vote of the total number of the then Directors of the Corporation, not just those
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Directors present at the meeting or special meeting of the Board of Directors. In any case, these
Articles of Incorporation may not be amended in any respect so as to constitute this Corporation
other than a charitable governmental support organization within the meaning and intent of
Section 501(c)(3) of the Code, as interpreted by Treasury Regulation 1.501(c)(3)-1(d)(2), as now
enacted or as may be amended (or the corresponding provision of any future United States
Internal Revenue law).
ARTICLE XVI
FISCAL YEAR
The fiscal year of the Corporation shall run from July 1 of each year to the following June
30.
ARTICLE XVII
PRIVATE FOUNDATION
If this Corporation becomes a private foundation, as defined in Section 509 of the Internal
Revenue Code of 1986, as now enacted or as may be amended (or the corresponding provision
of any future United States Internal Revenue law), while it is a private foundation:
A. The Corporation will distribute its income for each tax year at such time and in such
manner as not to become subject to the tax on undistributed income imposed by
Section 4942 of the Internal Revenue Code of 1986, as now enacted or as may be
amended (or the corresponding provision of any future United States Internal
Revenue law).
B. The Corporation will not engage in any action of self-dealing as defined in Section
4941(d) of the Internal Revenue Code of 1986, as now enacted or as may be amended
(or the corresponding provision of any future United States Internal Revenue law).
C. The Corporation will not retain any excess business holdings as defined in Section
4943(c) of the Internal Revenue Code of 1986, as now enacted or as may be amended
(or the corresponding provision of any future United States Internal Revenue law).
D. The Corporation will not make any investments in such manner as to subject it to tax
under Section 4944 of the Internal Revenue Code of 1986, as now enacted or as may
be amended (or the corresponding provision of any future United States Internal
Revenue law).
E. The Corporation will not make any taxable expenditures as defined in Section 4945(d)
of the Internal Revenue Code of 1986, as now enacted or as may be amended (or the
corresponding provision of any future United States Internal Revenue law).
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ARTICLE XVIII
EFFECTIVE DATE
These Articles of Incorporation shall be effective as of the date hereinafter set forth.
The undersigned, being the Incorporator of Gem Housing Solutions, have signed these Articles
of Incorporation as of INSERT MONTH, DAY, YEAR.
Charles W. Lotzar
________________________________
Incorporator
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I, Travys Harvey, Esq., have been designated to act as Statutory Agent and hereby
consent to act in that capacity until removed or a resignation is submitted in accordance with
Arizona Revised Statutes Section 10-3503, or any successor provision.
Travys Harvey, Esq.
________________________________
Statutory Agent
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