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The Tennessee Foster and Adoptive
Care Association: Charter
The undersigned persons under the Tennessee Nonprofit Corporation
Act adopts the following Charter for the above listed corporation:
1. The name of the corporation is: Tennessee Foster Care Association.
2. The corporation is a public benefit corporation.
3. This corporation is a nonprofit corporation.
4. The complete address of the corporation's initial principal and registered office in Tennessee is 2454 West Broad Street, Cookeville, TN 38501, County of Putnam. The name of the initial registered agent at such address is Kenneth P. Fox.
5. The name and complete address of each incorporator is:
Susie Glaser, 8701 Glenair Drive, Chattanooga, TN 37416
Kenneth P. Fox, 2454 West Broad Street, Cookeville, TN 38501
Linda Rippy, HCR 77, Box 156, Altamont, TN 37301
Paul Smith, P.O. Box 493, Smyrna, TN 37167
6. This corporation will have members to consist of persons interested in providing foster care for children in the State of Tennessee. The classifications, conditions, duties, rights and privileges of membership are prescribed in the by-laws of the corporation.
7. This organization is organized for benevolent, charitable and educational purposes, including but not limited to, providing for the health and welfare (including feeding, housing and general child care) of foster children; encouraging and supporting the growth and development of foster children in the care of foster parents residing in Tennessee; developing a better understanding of the problems related to foster home care by foster parents and the general public; and the coordination, communication and cooperation among persons and other organizations interested in furthering the objectives and purposes of the corporation.
8. The corporate affairs, business and functions of the corporation shall be conducted and/or managed by a Board of Directors consisting of not less than five directors nominated and elected by the members of the Association at its annual meeting. The number, qualifications, terms of office, election, change in number and the filling of vacancies on the Board of Directors shall be prescribed in the by-laws of the corporation and may contain any provisions not inconsistent with the laws of Tennessee and this charter of incorporation.
9. Directors of the corporation shall not be personally liable to the corporation for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation, (ii) for acts or omissions not made in good faith or which involve intentional misconduct or known violations of law or (iii) for any transaction from which the director derived any improper personal benefit. Directors shall be immune from suit arising from the conduct of the affairs of the corporation to the fullest extent permitted and as provided in Section 48-52-102(b) of Tennessee Code Annotated.
10. This corporation shall possess and exercise the powers granted to nonprofit corporations under the Tennessee Nonprofit Corporation Act and any acts amendatory thereof, or by any other law of the State of Tennessee, together with any powers incidental thereto, either as principal, trustee, or agent, and either alone or in connection with any other corporations, organizations, or individuals, to the extent that such powers and privileges are necessary or convenient to carry out its affairs in furtherance of the purposes herein enumerated.
11. No part of the net earnings of the corporation shall enure to the benefit of any director or officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to the corporation affecting one or more of its purposes), and no director or officer of the corporation, or any private individual shall be entitled to share in the distribution of 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, and the corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
12. Notwithstanding any other provision of this Charter, 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 1985 (or the corresponding provisions of any later federal tax laws) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of said code.
13. The assets of the corporation shall be dedicated to the purposes of the corporation. Upon dissolution of the corporation and after paying or making provision for payment of all liabilities, the assets shall be distributed in accordance with a plan of distribution adopted by the Board of Directors and approved by the members of the corporation to one or more educational and/or charitable organizations which are not for profit and which are engaged in affairs substantially similar to those of the dissolving corporation and which, at the time, qualify as an exempt organization or organizations under Sections 501(c)(3) of the Internal Revenue Code.
14. The provisions of this charter may be amended in accordance with the laws of the State of Tennessee governing nonprofit corporations; provided, however, that no provision contained herein shall be changed, modified or repealed in such manner as to be inconsistent with the objectives and purposes for which this corporation is organized.
Dated the 6th day of March, 1993.
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