Franciscan Hermitage Ministries, Inc.

A HawaiĠi Non-profit Public Benefit Corporation

 

ARTICLES OF

INCORPORATION

 

ARTICLE I

NAME

 

1.01  Name

 

The name of this Corporation shall be Franciscan Hermitage Ministries, Inc., also known as FHM in these Articles.  The Corporation is registered as a non-profit public benefit corporation in the State of Hawai'i (General Excise Tax #GE-062-854-5536-01) and known to the U.S. Internal Revenue Service as EIN 82-1274576.

 

 

ARTICLE II

DURATION

 

2.01 Duration

 

The period of duration of the Corporation is perpetual.

 

 

 

 

ARTICLE III

PURPOSE

 

3.01    Purpose

 

Members of Franciscan Hermitage Ministries are Franciscan vowed religious sisters and brothers committed wholly to a life of public worship, prayer, education, and charitable works, including the care of agricultural lands and the production of organically grown produce. FHM's Franciscan spirituality, reverencing all living things including the land, has led to a ministry of reclamation, rehabilitation, and stewardship of valuable and scarce agricultural  resources, of organic farming, and of providing food to the poor.  In this, Franciscan values harmonize with the indigenous values of Hawai'i, in particular malama honua, which teaches a reverence for and stewardship of all living things and especially the A'ina, the land.

 

The religious order to which FHM members belong has standing in the Anglican Communion and staffs an Anglo-Catholic church. The Church and Religious Order together form a non-profit charity recognized by the State of Hawai'i and by the Internal Revenue Service:  Na Pua Li'i Hermitage, Third Order of St. Francis, and the Church of St. Mary and the Angels, Inc. (EIN 81-2464259).

 

The scale and diversity of secular ministries carried out by these sisters and brothers, as distinct from their ministry of public worship and prayer, are sufficiently imposing so as to deserve a distinct corporate, non-profit, charitable organization, which is Franciscan Hermitage Ministries, Inc. FHM's activities are four-fold following the traditions of its spiritual heritage:  religious, educational, charitable, and environmental.  

 

Religious Purpose

 

FHM offers spiritual conferences and retreats to promote a deeper awareness of the mystery of God among us.  Its website http://www.franciscanhermitageministries.org publishes daily or weekly conferences, in addition to its Facebook page ("Stephen Lally"), which thousands of people read each month.

 

Educational Purpose

 

In addition to religious education, Franciscan Hermitage Ministries, Inc. is chartered to promote the public welfare by teaching advanced technical skills, such as creating websites, networking, and advanced programming, which will enable young people on Hawai'i Island to obtain employment, yet without having to leave their homes.   This program seeks to have impact on local economic development by introducing new dollars into circulation on Hawai'i Island.

 

 

 

 

Charitable Purpose

 

Everything that FHM does is aimed at promoting the public benefit.   FHM's charitable work is most evident to the surrounding community during the course of the year in its production of thousands of pounds of produce all of which is sold far below market price in addition to outright donations made to struggling families, so they may eat healthy and nourishing food.  In addition, FHM assists those who struggle financially, especially the disabled and the elderly, with the care of their properties including arborist and landscaping services, mowing pasture land, and assorted other agricultural service provided gratis to neighbors in need.

 

Environmental Purpose

 

Franciscan Hermitage Ministries, Inc. practices the Franciscan spirituality of reverencing the Created order, known in the Hawai'ian language as malama honua, which expresses a reverence for all living creatures and especially for the sacred character of the land, or A'ina. Accordingly, this ministry

 

(1)  reclaims land from  abuse, removing buried automobiles, parts, or rubble

(2)  protects waterways located in lands under its management

(3)  practices organic farming, seeking to certify as such any lands under its management

(4)  removes invasive species, following organic principles, wherever they may be removed

(5)  promotes endemic and indigenous species whenever possible

(6)  distributes food gratis or substantially below market prices to assist neighbors in need

(7)  assists the working poor, unemployed poor, and elderly in landscaping and arborist services

 

Members of Franciscan Hermitage Ministries, Inc. ministers to all people regardless of their beliefs or unbeliefs.  Franciscan Hermitage Ministries, Inc. does not discriminate on the basis of religious choice in any of our ministries for the public benefit.  For example, families who benefit from our agricultural production need not be Christian or believers of any kind for that matter.   FHM seeks fellowship with everyone, and they pray for anyone.

 

 

ARTICLE IV

NON-PROFIT NATURE

 

4.01     Non-profit Nature

 

Franciscan Hermitage Ministries, Inc. is organized exclusively for religious, educational, and charitable purposes as specified under Section 501(c)(3) of the Internal Revenue Code.  The Corporation is organized to sustain its ministry and to equip it to carry out its religious, educational, and charitable mission.   No part of the net earnings of FHM shall inure to the benefit of, or be distributable to, its directors, trustees, officers, or other private persons, 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 the purpose clause hereof.

 

Notwithstanding any other provision of this document, the Corporation shall not carry on any other activities not permitted to be carried on by any organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code.

 

Franciscan Hermitage Ministries, Inc. is not organized and shall not be operated for the private gain of any person.  No member of FHM shall receive a salary, stipend, or other individual compensation.  The property of the Corporation is irrevocably dedicated to its religious, educational, and charitable purposes.  No part of the assets, receipts, or net earnings of the Corporation shall inure to the benefit of, or be distributed to any other individual. The Corporation may, however, pay reasonable compensation for services rendered, and make other payments and distributions consistent with these Articles.

                                    

 

 

4.02    Personal Liability

 

No officer or director of this Corporation shall be personally liable for the debts or obligations of Franciscan Hermitage Ministries, Inc. of any nature whatsoever, nor shall any of the property or assets of the officers or directors be subject to the payment of the debts or obligations of this Corporation.

 

 

4.03     Assets and Dissolution

 

(a) Non-profit Legal Status.  Franciscan Hermitage Ministries, Inc. is a non-profit public benefit corporation recognized as being a tax-exempt corporation under Hawai'i State law and under Section 501(c)(3) of the Internal Revenue Code.

 

(b) Exempt Activities Limitation.  Notwithstanding any other provision of these Articles or the Corporation's By-laws, no director, officer, employee, member, or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended.  No part of the net earnings of the Corporation shall inure to the benefit or be distributable to any director of the board, 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 the Articles of Incorporation and the By-laws of Franciscan Hermitage Ministries, Inc.

 

 (c)  Assets.  No member, officer, or other private person or individual shall be compelled to make any gift or endowment to the Corporation at the point of its legal creation as a 501(c)(3) organization or at any time in the future.

 

(d)  Community Earnings.  FHM's all-volunteer staff are vowed religious, devoted to public prayer and worship in the context of Apostolic common life.  In addition, these volunteers staff an agricultural operation whose sole purpose is charitable works. Franciscan Hermitage Ministries, Inc. reclaims and rehabilitates agricultural land, plants and cultivates fruit trees and crops, and harvests and sells produce in order to assist neighbors in need and to sustain itself as a ministry.  Any monetized assets realized from this agricultural work, above and beyond its distributions of food, will be deposited into accounts titled exclusively in the name of Franciscan Hermitage Ministries, Inc., which accounts are dedicated to the missions described under the Purpose clause (Article III, Section 3.01).

 

(e) Distribution Upon Dissolution or Departure.  Upon termination or dissolution, any assets of Franciscan Hermitage Ministries, Inc. lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.

 

The organization to receive the assets of Franciscan Hermitage Ministries, Inc. hereunder shall be selected by the discretion of a majority of the managing body of FHM, and if its Conventual Members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against FHM by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Hawai'i.

 

In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Hawai'i to be added to the general fund.

 

 

4.04    Prohibited Distributions

 

No part of the net earnings or properties of this Corporation, upon dissolution or otherwise, shall inure to the benefit of, or be distributable to, its directors, officers or other private person or individual 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 III, Section 3.01.

 

 

4.05    Restricted Activities

 

No part of the CorporationĠs activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office.

 

 

 

 

4.06    Prohibited Activities

 

Notwithstanding any other provision of these Articles, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax as an organization described by Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 

 

 

ARTICLE V

BOARD OF DIRECTORS

 

5.01   Governance

 

Franciscan Hermitage Ministries, Inc. shall be governed by its Members and by its Board of Directors. Members shall be responsible for governing the day-to-day operations of the Corporation while a 2/3 vote of a quorum of the Directors shall be required to approve the following:

 

á      subtractions from, additions to, or revision in the Articles or By-laws

á      substantial changes in Apostolic ministry

á      major capital expenditures (> $10,000)

á      annual budget

 

5.02   Directors

 

The initial directors of the Corporation shall be

 

The Rev'd Canon Frank R. Dunaway, III, M.D., Peoria, IL

Dr. Bette Gebrian (Vice President & Secretary), Lake Worth, FL

The RevĠd Fr. Stephen W. Lally, TOSF, Ph.D. (President & Treasurer), KapaĠau, HI

The Rev'd Sister Verlina Mescher, C.PP.S., Dayton, OH

Mr. Andrew F. Reardon, Esq., Marco Island, FL

 

Board membership shall always include at least one member of Franciscan Hermitage Ministries, Inc.

 

 

 

ARTICLE VI

MEMBERSHIP

6.01   Membership

 

Franciscan Hermitage Ministries, Inc. shall have three charter members who are conventual, vowed religious of Na Pua Li'i Hermitage, Third Order of St. Francis:

 

The Rev'd Sr. Maryann Berard, TOSF

The Rev'd Fr. Stephen Lally, TOSF, Ph.D. (President & Secretary)

The Rev'd Sr. Martha Mescher, TOSF (Treasurer & Hermitage Guardian)

 

Na Pua Li'i Hermitage Tertiaries also staff Franciscan Hermitage Ministries on a volunteer basis when they visit the Hermitage including

 

The Rev'd Sr. Clare (Amy Dunaway), TOSF

The Rev'd Sr. Friend (Reagan Dunaway), TOSF

 

Na Pua Li'i Hermitage, Third Order of St. Francis also maintains a novitiate as well as corresponding with aspirants.

 

The management of the affairs of the Corporation shall be vested in the members locally and in a Board of Directors for more general decisions, as defined in the CorporationĠs By-laws.  

 

 

 

ARTICLE VII

AMENDMENTS

 

7.01   Amendments 

 

Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the Board of Directors. 

 

 

 

 

 

 

 

 

 

 

 

ARTICLE VIII

ADDRESSES OF THE CORPORATION

 

8.01   Corporate Address

 

The address of the Corporation is:

 

Franciscan Hermitage Ministries, Inc.

54-519 KapaĠau Rd.

KapaĠau, HI  96755

 

The mailing address of the Corporation is:

 

Franciscan Hermitage Ministries, Inc.

PO Box 481

KapaĠau, HI  96755

 

 

 

ARTICLE IX

appointment of registered agent

 

 

9.01   Registered Agent

 

The registered agent of the Corporation shall be:

 

The RevĠd Sr. Martha B. Mescher, TOSF              PO Box 481, KapaĠau, HI  96755

 

 

 

 

ARTICLE X

INCORPORATOR

 

The incorporators of the Corporation are as follow:

 

The RevĠd Fr. Stephen W. Lally, TOSF, Ph.D.                     PO Box 481, KapaĠau, HI  96755

 

 

 

 

 

 

 

 

 

CERTIFICATE OF ADOPTION OF Articles of Incorporation

 

We, the undersigned, do hereby certify that the above stated Articles of Incorporation of Franciscan Hermitage Ministries, Inc. were approved by the Board of Directors on the 12th day of June, 2017 and constitute a complete copy of Articles of Incorporation of Franciscan Hermitage Ministries, Inc.

 

 

   The RevĠd Canon Frank R. Dunaway, III, M.D.         _______________________________________

6201 N. Fieldtree Ct.  Peoria, IL  61615

 

Dr. Bette Gebrian, B.S.N., M.P.H., Ph.D.                    _______________________________________

4943 Mallory St.      

Lake Worth, FL  33463

 

The Rev'd Fr. Stephen W. Lally, TOSF, M.Div. Ph.D.  ______________________________________

P.O. Box 481  Kapa'au, HI  96755   

 

The Rev'd Sr. Verlina Mescher, C.PP.S.                       _______________________________________

Sisters of the Precious Blood 

4960 Salem Ave.  Dayton, OH 45416-1797

 

Mr. Andrew F. Reardon, Esq.                                       _______________________________________

530 Collier Blvd., Unit #601,  Marco Island, FL  34145

 

 

 

 

acknowledgment of conSENT

to APPOINTMENT as REGISTERED AGENT

 

 

I, The Rev'd Sr. Martha B. Mescher, TOSF, agree to be the registered agent for Franciscan Hermitage Ministries as appointed herein.

           

The Rev'd Sr. Martha B. Mescher, TOSF,  Registered Agent: ____________________________

 

Date:   June 12, 2017