GUILFORD LAND CONSERVATION TRUST, INC.
(A Corporation Organized Under the Nonstock Corporation Act of the State of Connecticut)
I. The name of the Corporation is GUILFORD LAND CONSERVATION TRUST, INC.
II. The nature of the activities to be conducted, and the purposes to be promoted or carried out, by the Corporation, are as follows:
a) To engage in or otherwise to promote for the benefit of all of the inhabitants of the Town of Guilford and the State of Connecticut the preservation of natural resources of the Town of Guilford and neighboring towns, including water resources, marshlands, swamps, woodlands and open spaces, and the plant and animal life therein, and the preservation of unique scenic and historic sites (other than such historic sites as may be preserved by other organizations, so long as such other organizations desire to continue the preservation of such historic sites);
b) To engage in or otherwise promote the scientific study of and to educate the public regarding local natural resources including plants, animals, birds and other wildlife;
c) To acquire, by gift, purchase, or otherwise, real and personal property, both tangible and intangible, of every sort and description and to use such property in such manner as the Board of Directors of the Corporation shall deem appropriate to carry out such purposes;
d) To use exclusively all property held or controlled by this Corporation and the net earnings thereof in the United States of America for the benefit of all the inhabitants of the Town of Guilford and the State of Connecticut for the conservational, educational, and scientific purposes for which the Corporation is formed as set forth in this Article;
e) In connection with the foregoing purposes, to do any and all things permitted by the Statutes of Connecticut.
III. The Corporation is non profit. No part of the Corporation’s net earnings or income shall inure to the benefit of, or be distributable, to its members, directors or officers, or other private persons. The Corporation shall not have or issue shares of stock or pay dividends. Nothing herein shall be construed to preclude any director or officer from serving the Corporation in some other capacity or from receiving reasonable compensation for services actually rendered to the Corporation in effecting on or more of its purposes.
IV. No substantial part of the activities of the Corporation shall be the carrying on of propoganda, or otherwise attempting to influence legislation. The Corporation shall 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. Notwithstanding any other provision of this Certificate 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 taxation under Section 501(c)(3) of the Internal Revenue Code of 1986,as amended, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code.
V. The Corporation shall have members. The classes, rights, privileges, qualifications, obligations, and the manner of election or appointment of members are as follows:
a) A CHARTER MEMBER shall be an individual who paid dues of fifty dollars ($50.00) prior to December 31, 1965. Charter members shall be exempt from any further assessment of dues. Charter members may attend all meetings of the members of the Corporation, but shall not have voting rights. Charter members may also qualify as members of another class by fulfilling the qualifications and paying the dues of such other class.
b) A LIFE MEMBER shall be an individual who has paid life membership dues as established from time to time by the Board of Directors. Life Members shall be exempt from any further assessment of dues. Life Members may attend all meetings of the members of the Corporation and shall have the right to vote thereat on all matters submitted to a vote of the members.
c) A REGULAR MEMBER shall be an individual who has paid the current annual membership dues as established from time to time by the Board of Directors. Regular members may attend all meetings of the members of the Corporation during each fiscal year for which they have paid such dues, and shall have the right to vote thereat on all matters submitted to a vote of the members. If current annual membership dues have been paid, each spouse shall be considered a Regular Member.
d) An HONORARY MEMBER shall be an individual who has been elected as an Honorary Member by the Board of Directors. Honorary Members shall be exempt from any assessment of dues. Honorary Members shall not have voting rights, but shall have such rights and privileges as may be granted to them by the Board of Directors.
e) The membership of a member of any class shall terminate upon his death or resignation. In addition, the membership of a Regular Member shall terminate at the end of the fiscal year for which he has paid dues, but shall be reinstated upon payment of the dues for the current fiscal year.
VI. The duration of the Corporation is intended to be unlimited, but in the event of the dissolution of the Corporation or the termination of its corporate existence, all the net assets of the Corporation shall be transferred, paid over, and delivered to an organization designated by the Board of Directors of the Corporation then qualifying under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax law, to be used and devoted as nearly as practicable in accordance with the purposes of this Corporation as herein set out.
VII. This Certificate of Incorporation may not be amended to permit any action which would prevent the Corporation from qualifying as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax law.
VIII. The personal liability of a director of the Corporation to the Corporation or its members for monetary damages for breach of duty as a director shall be limited to an amount equal to the amount of compensation, if any, received by the director for serving the Corporation during the calendar year in which the violation occurred (and if the director received no such compensation from the Corporation during the calendar year in which the violation occurred, such director shall have no personal liability to the Corporation or its members for monetary damages for breach of duty, provided that such breach of duty did not: (a) involved a knowing and culpable violation of law by the director, (b) enable the director or an associate (as defined in the Section 33-374d(3) of the Connecticut General Statutes) to receive an improper personal economic gain, (c) show a lack of good faith and a conscious disregard for the duty of the director to the Corporation under circumstances in which the director was aware that his or her conduct or omission created an unjustifiable risk of serious injury to the Corporation; or (d) constitute a sustained an unexcused pattern of inattention that amounted to an abdication of the director’s duty to the Corporation. Any repeal or modification of this Section 8 shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
The effective date of the provisions of this Section 8 shall be the date of filing with the Secretary of the State of the State of Connecticut of the Certificate of Amendment which contains this Section 8.
Nothing contained in this Section 8 shall be construed as denying the directors of the Corporation the benefit of any provision of law otherwise limiting the liability of directors.