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Articles of Incorporation

This is a reproduction of the original document.

Commonwealth of Kentucky letter dated Nov. 27, 1996

"ARTICLES OF INCORPORTATION OF KIDSCLOTHES, INC."

1. Name. The name of the Corporation is Kidsclothes, Inc., hereinafter referred to as the "Corporation".

2. Purposes and Powers. The Corporation is organized for the charitable purposes under Section 501(c )(3) of the Internal Revenue Code of 1986, as amended and under Chapter 273 of the Kentucky Revised Statutes. The Corporation shall engage in lawful activities to procure and provide clothing to needy children.

The Corporation may exercise any and all powers possessed by nonstock, nonprofit corporations formed under Chapter 273 of the Kentucky Revised Statutes, but the Corporation shall not engage in activities which are impermissible for a corporation exempt from federal income tax under Section 501(c )(3) of the Internal Revenue Code of 1986, as amended. To amplify but not to limit the foregoing, no substantial part of the activities of the Corporation shall consist of engaging in propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any director, officer or employee of the Corporation or any other individual, except that reasonable compensation may be paid for services rendered to or for the Corporation in connection with one or more of its purposes.

3. Registered Office and Agent. The registered office of the Corporation shall be 12611 Townepark Way, Louisville, Kentucky 40243, and the name of its registered agent at that address is Jon Eldon Golightly.

4. Principal Office. The principal office of the Corporation shall be 12611 Townepark Way, Louisville, Kentucky 40243.

5. Board of Directors. The initial Board of Directors shall consist of three (3) members, whose names and addresses appear below. Thereafter, the Board of Directors shall consist of not less than three (3) members, but otherwise as specified in the Bylaws of the Corporation. The members of the initial Board of Directors are:

Jon Eldon Golightly 12611 Townepark Way, Louisville, KY 40243
M. Kathryn Golightly 12611 Townepark Way, Louisville, KY 40243
John F. Ridoux 911 Thorpe Drive, Louisville, KY 40243

The duly elected directors of the Corporation shall conduct the affairs of the Corporation, and the Corporation shall have no members. No current or former director, officer, employee or agent (an "Indemnified Party") of the Corporation shall be liable, and the Corporation shall indemnify and Indemnified Party against expenses actually and reasonably incurred by such Indemnified Party, including attorney's fees, in connection with the defense of any action, suit or proceeding, civil or criminal, in which the Indemnified Party is made a party by reason of being or having been such director, officer, agent or employee, except in relation to such matters as to which the Indemnified Party shall be adjudged liable in such action, suit or proceeding for gross negligence or willful misconduct in the performance of duties to the Corporation.

The Board of Directors may adopt Bylaws not inconsistent with the provisions of these Articles of Incorporation or with the laws of the Commonwealth of Kentucky. Adoption of Bylaws and subsequent amendments thereof or hereof shall be effective upon the affirmative vote of a majority of the members of the Board of Directors of the Corporation at a meeting duly called for that purpose.

6. Dissolution. Upon dissolution of the Corporation, any remaining net assets of the Corporation shall be conveyed to such organization(s) as shall be selected by the affirmative vote of the Board of Directors of the Corporation entitled to vote in respect thereof; provided, however, that any such recipient organization shall qualify as an exempt organization under Section 501(c )(3) of the Internal Revenue Code of 1986, as amended."

This is a reproduction of the original document.

Department of the Treasury letter dated August 14, 2001:

"Dear Applicant:
This modifies our letter of the above date in which we stated that you would be treated as an organization that is not a private foundation until the expiration of your advance ruling period.

Your exempt status under section 501 (a) of the Internal Revenue Code as an organization described in section 501 (c) (3) is still in effect. Based on the information you submitted, we have determined that you are not a private foundation within the meaning of section 509 (a) of the Code because you are an organization of the type described in section 509 (a) (1) and 170 (b) (1) (A) (vi).

Grantors and contributors may rely on this determination unless the Internal Revenue Service publishes notice to the contrary. However, if you lose your section 509 (a) (1) status, a grantor or contributor may not rely on this determination if he or she was in part responsible for, or was aware of, the act or failure to act, or the substantial or material change on the part of the organization that resulted in your loss of such status, or if he or she acquired knowledge that the Internal Revenue Service had given notice that you would no longer be classified as a section 509 (a) (1) organization.

You are required to make our annual information return, Form 990 or Form 990-EZ, available for public inspection for three years after the later of the due date of the return or the date the return is filed. You are also required to make available for public inspection your exemption application, any supporting documents, and your exemption letter. Copies of these documents are also required to be provided to any individual upon written or in person request without charge other than reasonable fees for copying and postage. You may fulfill this requirement by placing these documents on the Internet. Penalties may be imposed for failure to comply with these requirements. Additional information is available in Publication 557, Tax-Exempt Status for Your Organization, or you may call our toll free number shown above.

If we have indicated in the heading of this letter that the addendum applies, the addendum enclosed is an integral part of the letter."

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