Restated Articles of Incorporation of The John Whitmer Historical Association
Draft — prepared by Law Offices of Jonathan R. Whitehead LLC — for client review only
RESTATED ARTICLES OF INCORPORATION
OF
THE JOHN WHITMER HISTORICAL ASSOCIATION
The John Whitmer Historical Association, a Missouri nonprofit corporation (the “Corporation”), hereby restates its Articles of Incorporation in their entirety pursuant to §355.576, RSMo. These Restated Articles of Incorporation supersede and replace the original Articles of Incorporation filed April 24, 1980, and the Articles of Amendment filed November 29, 1993.
Article I: Name
The name of this corporation is The John Whitmer Historical Association.
Article II: Registered Office and Registered Agent
The address of the Corporation’s registered office in the State of Missouri is 9020 Raytown Road, Kansas City, Missouri 64138. The name of the Corporation’s registered agent at that address is Cheryle Grinter.
Article III: Duration & Public Benefit
The duration of the Corporation is perpetual. The Corporation is a public-benefit corporation.
Article IV: Purpose
Section 1. General Purpose. The Corporation is organized exclusively for educational and religious purposes within the meaning of § 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Consistent with that purpose, the Corporation exists to:
(a) encourage the study of the history of the Latter Day Saint movement, with particular attention to the Community of Christ;
(b) stimulate scholarly research and publication in the field of Latter Day Saint history;
(c) promote communication among scholars and researchers in that field;
(d) share historical insights with both academic and general audiences; and
(e) publish a journal and such other works as further the Corporation’s educational mission.
Section 2. Limitations. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the Corporation is allowed to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 1. No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation. The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements in connection with), any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any activity not permitted to be carried on by a corporation exempt from federal income tax under § 501(c)(3) of the Code or by a corporation contributions to which are deductible under § 170(c)(2) of the Code.
Article V: Powers
The Corporation shall have all powers granted to nonprofit corporations under the Nonprofit Corporation Law, Chapter 355, RSMo., as amended, that are not inconsistent with these Articles.
Article VI: Board of Directors
Section 1. Management. The affairs of the Corporation shall be managed by a Board of Directors. The number of directors shall be not fewer than nine (9) nor more than fifteen (15), as determined from time to time by the Bylaws.
Section 2. Composition and Election. The Board shall consist of elected directors, ex officio directors, and such appointed directors as the Bylaws may provide, all as stated in the Bylaws. All directors must be members of the Corporation in good standing, except that the Bylaws may designate a non-voting staff position to serve on the Board in an advisory capacity without counting toward the director total. Voting members of the Corporation shall elect at-large directors in the manner provided by the Bylaws. Directors may be removed and vacancies filled the way provided by the Bylaws.
Section 3. Compensation. Directors shall serve without compensation, except that the Board may authorize reimbursement of reasonable expenses incurred in the performance of their duties.
Article VII: Members
Section 1. The Corporation shall have members. The Corporation shall have at least one class of members entitled to vote. The conditions and qualifications for membership, the classes of membership, the rights and obligations of each class, and the dues or other obligations of members shall be as provided in the Bylaws.
Section 2. The private property of the officers, directors, and members of this Corporation shall not be subject to the payment of corporate debts to any extent whatever.
Article VIII: Bylaws
The Bylaws of the Corporation shall be adopted and may be altered, amended, or rescinded the way provided by the Bylaws, consistent with these Articles and applicable law.
Article IX: Indemnification
The Corporation may indemnify its directors, officers, employees, and agents to the fullest extent permitted by Chapter 355, RSMo., as amended, and may purchase and maintain insurance for that purpose.
Article X: Reservation of Right to Amend
The Corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation, in the manner prescribed by Chapter 355, RSMo., as amended. All rights conferred on officers, directors, and members herein are granted subject to this reservation.
Article XI: Dissolution
Section 1. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, distribute all remaining assets exclusively to one or more organizations organized and operated exclusively for educational or religious purposes that qualify as exempt organizations under § 501(c)(3) of the Code, as determined by the Board of Directors.
Section 2. Any endowed or restricted funds shall be transferred in a manner consistent with their original donor intent to the extent legally permissible.
Section 3. Any assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organizations as that Court shall determine.
Adopted by the Board of Directors of The John Whitmer Historical Association on June 16, 2026, and approved by the members of the Corporation on [DATE], under §355.576, RSMo. (restatement of articles) and §355.561, RSMo. (member vote requirements).
THE JOHN WHITMER HISTORICAL ASSOCIATION
By: ________________________________ [Name], President
By: ________________________________ [Name], Secretary
Drafting notes (to be removed before filing):
- The board size range of 9–15 in Article VI, §1 replaces the prior fixed number of 12 and delegates precise composition to the Bylaws. This avoids the need to amend the Articles again if the board composition changes.
- Article VI, §2 expressly permits a non-voting staff advisory position on the Board (accommodating the Executive Director’s role under the new Bylaws) without counting that position toward the director total — resolving the conflict in the prior Articles.
- The original Articles and 1993 Amendment reference “the Internal Revenue Code of 1954.” All such references have been updated to the Internal Revenue Code of 1986, as amended.
- The specific list of ex officio officer titles has been removed from the Articles and delegated to the Bylaws, consistent with the general principle that Articles should be durable and Bylaws should carry operational detail.
- The registered agent has been updated from Roger W. Hershey (1980) to Cheryle Grinter.
- The purpose clause has been updated to reflect the Community of Christ’s current name (replacing “Reorganized Church of Jesus Christ of Latter Day Saints”).
- Filing requirements: Restated Articles of Incorporation are filed with the Missouri Secretary of State, Corporations Division, Jefferson City, Missouri 65101. Current filing fee: $10.00. The restated articles must be accompanied by a cover letter or transmittal identifying the original filing number (N00024240) and the effective date of the restatement.
