Articles of Incorporation
ARTICLES OF INCORPORATION
LITHUANIAN TRADE COUNCIL, INC.
We, the undersigned, all of whom are citizens of the United States, being at least eighteen (18) years of age, do hereby file these Articles of Incorporation with the intention of forming a corporation under and by virtue of the general laws of the State of Maryland.
FIRST: The name of the corporation (which is hereinafter called the “Corporation”) is:
LITHUANIAN TRADE COUNCIL, INC.
SECOND: The post office address of the principal office of the Corporation is 851 Hollins St., Baltimore, Maryland 22101.
THIRD: The Corporation is formed exclusively as a non-stock and non-profit but for charitable, educational and cultural purposes. Those purposes, and the Corporation’s powers, include the following:
(1) To facilitate trade between the Republic of Lithuania and the United States focusing on Ecommerce;
(2) To utilize any profits generated from the increase in trade to donate to Lithuanian heritage sites in Maryland and throughout the United States and the Republic of Lithuania;
(3) To offer consulting services, on a non-profit basis, to Lithuanian exporters on how to conduct business in the United States;
(4) To offer consulting services, on a non-profit basis, to American exporters on how to do business in Lithuania;
(5) To host trade events and trade shows that foster an exchange of ideas and product availability;
(6) To host cultural events and exhibits;
(7) To provide, on a non-profit basis, warehousing and product storage for distributors;
(8) To help support Lithuanian-American educational institutions;
(9) To help the exchange of culture and the arts between the Republic of Lithuania and Lithuanian-Americans;
(10) To provide scholarship assistance for such individuals and their immediate family members based on an objective determination of need;
(11) To further the needs of the community through charitable contributions and activities; and
(12) To do anything permitted by section 2-103 of the Corporations and Associations Article of the Annotated Code of Maryland as amended from time to time,
subject to any limitations imposed under section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).
The powers of the Corporation, with reference to both the organization and the operation of the Corporation, shall be construed as limited in order to comply with the requirements of the Code. Specifically, the following provisions shall govern the organization and the operation of the Corporation
(a) No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any member, director or officer of the Corporation, or any private person, except that reasonable compensation may be paid by the Corporation for services actually rendered to or for the Corporation, and payments and distributions may be made by the Corporation in furtherance of the purposes set forth in this Article Third. No member, director or officer of the Corporation, or any private person, shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise permitted under section 501(h) of the Code), and the Corporation shall not participate in 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.
(b) Notwithstanding any other provisions of these Articles of Incorporation, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on (i) by an organization exempt under section 501(c)(3) of the Code, or (ii) by an organization, contributions to which are deductible under section 170(c)(2) of the Code.
(c) Upon the liquidation, dissolution or winding up of the Corporation in any manner or for any reason whatsoever, the assets of the Corporation then remaining in the hands of the Corporation shall be distributed, transferred, conveyed, delivered and paid over to either any other charitable organization (as hereinafter defined) of this or any other state and exempt under section 501(c)(3) of the Code, having a purpose consistent with the purpose set forth in this Article Third or any other organization exempt under section 501(c)(3) of the Code, as the Board of Directors of the Corporation shall determine.
(d) References to “charitable organizations” or “charitable organization” mean corporations, trusts, funds, foundations or community chests created or organized in the United States or in any of its possessions, whether under the laws of the United States, any state or territory, the District of Columbia, or any possession of the United States, organized and operated exclusively for charitable purposes, no part of the net earnings of which inures or is payable to or for the benefit of any private shareholder or individual, and no substantial part of the activities of which is carrying on propaganda or otherwise attempting to influence legislation (except as otherwise permitted in section 501(h) of the Code), and which do not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidates for public office. It is intended that the organizations described in this Article Third shall be entitled to exemption from federal income tax under section 501(c)(3) of the Code as now in force or afterwards amended.
(e) The term “charitable purposes” shall be limited to and shall include only charitable purposes within the meaning of section 501(c)(3) of the Code (or the corresponding provision of any future United States Internal Revenue Law), but only such purposes as also constitute public charitable purposes under the laws of the United States, any state or territory, the District of Columbia or any possession of the United States.
FOURTH: The Corporation is not organized for profit; it shall have no capital stock and shall have no authority to issue capital stock.
FIFTH: (1) The affairs of the Corporation shall be managed under the direction of a Board of Directors.
(2) The Board of Directors shall consist of not less than three (3) individuals. The number of Directors 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 required by the Corporations and Associations Article of the Annotated Code of Maryland, as amended. The names of the members of the Board of Directors who shall serve as initial directors until their successors are duly elected and qualified are as follows:
SIXTH: (1) No director, or officer who also serves as a director, of the Corporation shall be liable to the Corporation for money damages except under the circumstances, as provided by Maryland law, in which instance this limitation on liability shall not apply.
(2) To the maximum extent permitted by Maryland law, the Corporation may indemnify its currently acting and its former directors against any and all liabilities and expenses incurred in connection with their services as either a director, an officer or an employee and may 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 may advance expenses to such directors and other persons referred to above to the extent permitted by Maryland law.
(3) To the maximum extent permitted by Maryland law, the Corporation may indemnify its currently acting and its former officers, employees and agents, who are not also directors, against any and all liabilities and expenses incurred in connection with their services in such capacities. The Corporation may advance expenses to such officers, employees and agents referred to in this paragraph to the extent permitted by Maryland law.
(4) References to Maryland law shall include, but are not limited to, the Maryland General Corporation Law as from time to time amended. Neither the repeal or amendment of this Article Sixth, 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 Sixth with respect to any act or omission which shall have occurred prior to such repeal or amendment.
IN WITNESS WHEREOF, the undersigned have signed these Articles of Incorporation and provided respective mailing addresses on this ____ day of _________, 2018 and acknowledged the same to be their individual acts.
* This filing was approved by the State of Maryland Assessment and Taxation on August 29, 2018