NON-PROFIT BY-LAWS OF HUNGER AID
PREAMBLE
The following By-laws shall be subject to, and governed by, the Non-Profit Corporation Act of Tennessee and the Articles of Incorporation of Hunger Aid. In the event of a direct conflict between the herein-contained provisions of these Bylaws and the mandatory provisions of the Non-Profit Corporation Act of Tennessee, said Non-Profit Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of Corporation/Organization, it shall then be these Bylaws which shall be controlling.
ARTICLE 1 – NAME
The legal name of the Non-Profit Corporation/Organization shall be known as Hunger Aid, and shall herein be referred to as the "Corporation/Organization."
ARTICLE 2 – PURPOSE
The general purposes for which this Corporation/Organization has been established are as follows:
The purpose for which the Non-Profit Corporation/Organization is formed is set forth in the attached Articles of Incorporation.
The Corporation/Organization is established within the meaning of IRS Publication 557 Section 501(c) (3)Organization of the Internal Revenue Code of 1986, as amended (the "Code") or the corresponding section of any future federal tax code and shall be operated exclusively for/to feed the hungry in the USA using entertainment.
In addition, this Corporation/Organization has been formed for the purpose of performing all things incidental to, or appropriate to, the foregoing specific and primary purposes. However, the Corporation/Organization shall not, except to an insubstantial degree, engage in any activity or the exercise of any powers which are not in furtherance of its primary non-profit purposes.
The Corporation/Organization shall hold and may exercise all such powers as may be conferred upon any nonprofit organization by the laws of the State of Tennessee and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the Corporation/Organization. At no time and in no event shall the Corporation/Organization participate in any activities that have not been permitted to be carried out by a Corporation/Organization exempt under Section 501(c) of the Internal Revenue Code of 1986 (the "Code"), such as certain political and legislative activities.
ARTICLE 3 – OFFICES
The principal location of the Corporation/Organization shall be located at 1910 Madison Avenue #2927, Memphis, TN 38104. The Corporation/Organization may have other such offices as the Board of Directors may determine or deem necessary, or as the affairs of the Corporation/Organization may find a need for from time to time, provided that any permanent change of address for the principal office is properly reported as required by law.
ARTICLE 4 – DEDICATION OF ASSETS
The properties and assets of the Corporation/Organization are irrevocably dedicated to and for non-profit purposes only. No part of the net earnings, properties, or assets of this Corporation/Organization, on dissolution or otherwise, shall inure to the benefit of any person or any member, director, or officer of this Corporation/Organization. On liquidation or dissolution, all remaining properties and assets of the Corporation/Organization shall be distributed and paid over to an organization dedicated to non-profit purposes that has established its tax-exempt status pursuant to Section 501(c) of the Code.