ARTICLES OF INCORPORATION OF CHRISTIAN COUNTY BUSINESS AND INDUSTRIAL DEVELOPMENT CORPORATION We, the u:ndersigned, beingnaturalpersons ofthe age ofeighteenyears ormore and citizens of the United States, for the purpose of forming a public benefit corporation pursuant to Sections 355.096 to 355.121 of the Missouri Nonprofit Corporation Act, Chapter 355, RSMo. and all amendments thereto, do hereby adopt the following Articles of Incorporation: ARTICLE I The name of the corporation is: "Christian County Business and Industrial Development Corporation" ("the Corporation"). ARTICLE H The Corporation is a Public Benefit Corporation under Section 355.881 of the Missouri Nonprofit Corporation Act. ARTICLE III The name and street address of the Registered Agent and Registered Office in the State of Missouri is: Carl E. Yates, 2121 South Eastgate Avenue, Springfield, Missouri 65809. ARTICLE ]V The name and place of residence of each incorporator is as follows: NAME ADDRESS Brian Steele, Mayor ofNixa 894 West Heather Glen, Nixa, Missouri 65714 Rick Gardner, Mayor of Ozark 1809 North Riverside Road, Ozark, Missouri 65721 Ray Weter, Presiding Commissioner 8616 Interlochen, Drive, Nixa, 65714 ARTICLE V The duration of the Corporation is perpetual. ARTICLE VI The number ofDirectors shall be set forth in the By-laws of the Corporation, but shall not be less thanthreeinnumber, and shall, until otherwise changedintheBy-laws, consist oftheMayor of the City of Nixa, Missouri; the Mayor of the City of Ozark, Missouri; and the Presiding Commissioner of the County Commission of Christian County, Missouri, who are presently: NAME ADDRESS Brian Steele, Mayor ofNixa 894 West Heather Glen, Nixa, Missouri 65714 Rick Gardner, Mayor of Ozark 1809 North Riverside Road, Ozark, Missouri 65721 Ray Weter, Presiding Commissioner 8616 Interlochen, Drive, Nixa, Missouri 65714 The Corporation shall not have members but a Board ofDirectors which shall be composed of the above-listed Mayors of the City of Nixa and the City of Ozark and tile Presiding - Commissioner of Christian County, Missou:ri, plus those additional members created and elected in accordance with the By-laws. 08>25- The County Commission of Christian County, Missouri (by Order Nok/6-al); the City 8016- Council ofthe CityofNixa, Missouri (byResolutionNo.0%8 ); andtheBoard ofAIdermen ofthe City of Ozark, Missouri (by Resolution No. / 9/ ), have each authorized the formation of the Corporation by the incorporators named in Article IV and the service onthe first Board ofDirectors ofthe officers named in this Article V. 2 r ARTICLE VII The Corporationis organized exclusively forcharitable, educational, religious orscientificpurposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, including but not limited to the following specific purposes: (a) Job Development: To support and assist in the development ofjobs in the Cities ofNixa, Missouri, and Ozark,Missouri, andthe CountyofChristian,Missouri,therebyenhancingthe economic welfare, as well as the standard ofliving ofthe inhabitants ofthose Cities and that County; (b) Reduction of Taxvaver Burdens: To reduce the burdens of the taxpayers in providing subsistence payments to those unable to obtain gainful employment in those Cities and that County in Missouri and environs; (c) Smdies andAnalvsis: To fundthe preparation and dissemination of a communityprofile, analysis of any community tension, discrimination, physical deterioration, and economic development efforts and to conduct studies and propose improvements with regard to the quality, utilization and effectiveness of economic development agencies inthose Cities and that County in Missouri and their environs; (d) Industrial and Business Expansion: To foster industrial and business expansion by encouraging business and industrial enteiprises to locate in those Cities and that County in Missouri, especiallyindeterioratingareas,therebygeneratingemploymentopportunities for residents-particularly low-income individuals--of such areas; and to promote growth and development ofindustrial and commercial business with specific emphasis on areas within the Cities and the areas outside the Cities but within the County in need of substantial 3 t development, including rehabilitation with an intention to use business development programs as a means to accomplish development within areas in need of rehabilitation or situations which will be tailored to the elimination ofpoverty or local decay by providing jobs and economic activities aimed at correcting and overcoming local decay; (e) Communitp Rehabilitation: To use its resources in programs designed to stimulate economic development inhigher-density, moreurban areas inhabitedby apredominance of lower-income or disadvantagedgroups ofresidents in areas in which commercial activityis in decline and in which a majority of the businesses have fallen into disrepair and other businessesmayhaveceasedordiscontinuedbusiness, withsuchassistancestructuredforthe potential to provide community benefit; (f) Curing Urban Blight: To use the resources ofthe Corporation to acquire and clear vacant buildings located on blighted real estate in economically depressed areas and to encourage businesses to locate within such vacant areas and to give preference businesses locating in such areas that offerobjectives whichprovide employmentbenefits to disadvantagedgroups in distressed areas. ARTICLE VIH The Corporation shall have the following powers: 1. Receive. To receive and hold in trust anyproperty, real or personal, given, devised, bequeathed, given in trust or in any other way made available to tile Corporation for the use and benefit ofthe economic development ofthe Cities ofNixa and Ozark and the County of Christian, Missouri, and their environs, and development ofjobs inthose Cities and that County in Missouri, as the donormay designate. 4 2. Investor Disburse. To invest or disburse all moneys orproperties, real orpersonal, to receive and generally to care for and manage, administer and control all property received, and to cany out the wishes of donors and see that funds and property received are applied to the uses, ifany, specifiedbythe donors; providedthat suchwishes anduses ofthe donors are compatiblewith the limitations of Section 501(c)(3) ofthe Internal Revenue Code of 1986, as amended. 3. Use. To determine theuses, within the meaning of Section 501(c)(3) ofthe Internal RevenueCodeof 1986, asamended,towhichmoniesorproperty,realorpersonal, shallbeputwhen acquired without designation or expression of desire as to particular use by the donor, grantor or testator. 4. Provertv. Toacquirebygift,grant,assignment,transfer,deviseorbequest,purchase, trade, exchange, lease, or otherwise acquire, real or personal property of all kinds; and to improve, maintain and equip such property; and to finance, refinance and discount the costs of acquisition thereof, and to sell, trade, lease, assign, mortgage, grmt a security interest in, donate, pledge, vote, use or employ shares in corporations, bare or exchange the same, and otherwise deal therewith as may be necessary and proper for carrying on its legitimate affairs. 5. Contracts. To make contracts and incur liabilities which may be appropriate to enable it to accomplish any or all of its purposes; to borrow money for its corporate purposes and to issue its notes, bonds, and other obligations and to secure such obligations with its property, franchises and income. 6. Personnel. To employ and pay compensation to such employees and agents, including attorneys, and others oflike professional skills and ability, as the Board ofDirectors shall deem necessary for the business ofthe Corporation. 5 t 7. Indemnification. The Corporation shall have the power to indemnify directors, officers, employees and agents of the Corporation to the full extent permitted bythe provisions of Section 355.476 of the Missouri Nonprofit Corporation Act. 8. Insurance TheCorporationshallhavetherightandpowerfopurchaseandmaintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation against anyliability asserted against him in such capacity, or arising out ofhis status as a director, officer, employee or agent ofthe Corporation whether ornotthe Corporationwouldhave the power to indemnify him against such liability. 9. Additionatrowers. Tohave andexerciseallpowersnecessaryorconvenientto effect any or all of the purposes for which it is organized, including without limitation, those powers granted in Section 355.131 RSMo.; but only so much thereof as do not conflict with its stated objectives as a nonprofit corporation within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. ARTICLE IX A. . Inurement ofIncome: No part ofthe net earnings ofthe Corporation shall inure to the benefit of, orbe distributable to, its members, directors, officers or otherprivatepersons except thatthe Corporation shallbe authorizedandempoweredto payreasonable compensation for services rendered. B. Legislative or Political Activities: No substantial part of the activities of the Corporation shall be the carrying on ofpropaganda or otherwise attempting to influence legislation and the Corporation shall not participate in or intervene (including the publishing or distribution of statements) in anypolitical campaign on behalf of any candidate for public office. 6 C. OverationalLimitations: Notwithstandinganyotherprovisions ofthesearticles,the Corporation shall not canyon anyother activities notpermittedto be carried on (a)bya corporation exempt fromFederal Income Taxunder Section 501(c)(3) ofthe InternalRevenue Code of1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) ofthe Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law). D. Dissolution: Upon the dissolution of the Corporation, the Board ofDirectors shall, afterpaying ormakingprovisions forthepayment ofall ofthe liabilities ofthe corporation, dispose ofall the assets ofthe Corporation exclusively for the purposes ofthe Corporation in such manner, or to such organization or organizations organized and at the time qualifying as an exempt organization or organizations under Section 501(c)(3) ofthe Internal Revenue Code of 1986 (orthe corresponding provision of any future United States Internal Revenue Law), but giving special consideration to distribution to the Cities and the County for use in the furtherance of the same purposes as expressed in these Articles ofIncolporation, as the Board ofDirectors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of Christian County, Missouri, exclusively for such purposes or to such organization or organization, as said Court shall determine, which are organized and operated exclusively for such purposes. ARTICLE X This Corporation shall be a nonprofit organization. No part ofthe property or net earnings of the.Corporation shall be distibuted to, used for or inure to the benefit of any private member, director, individual, firm or corporation whomsoever. 7 ARTICLE XI The Corporation shall operate as a nonprofit corporation as definedin Section 509(a) of the , Internal Revenue Code of 1986, as amended. The Corporation shall nonetheless make every effort to structure its investmentanddistributionpolicies so asto conformwiththerequirements onprivate foundations as defined by Sections 4941, 4942, 4943 and 4944 of the Internal Revenue Code of 1986, as amended. The taxable investment income of the Corporation for such taxable year shall be distributed at such time and in such amount so as to not subject the Corporation to the tax imposed upon undistributed investment income under Section 4942 ofthe Internal Revenue Code of 1986; as amended; and Section 355.530(2) RSMo. The Corporation shallbeprohibited from (1) engaging in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1.986, as amended; (ii) retaining any excess business holdings as defined in Section 4943(c) ofthe Internal Revenue Code of 1986, as amended, which would jeopardize its charitable purposes and subject the Corporation to tile tax imposed by Section 4944 ofthe Internal Revenue Code of 1986; and (iv) making expenditures which would result in the amount expended being a taxable expenditure as defined in Section 4945(d) of the Internal Revenue Code of 1986. INWITNESSWHEREOF, theseArticlesofIncorporationhavebeenexecutedonthislnt W93 day of plub'-'si- ,2016. lixa. Missouri Rick Uardner, Mayor i ' A k, Missouri Lk, ll), DI U Ray Weter, residing Cominissioner of the County Commission ofChristian County 8 IN WITNESS WHEREOF, the parjes hereto have hereunto set their hands and affixed their seals this A day of Uu,y@P , 2016 at Christian County, Missouri. DATED: Z·14 Ray Wd* Presiding Commissioner DATED: 09)19/ /6 £20 *»24\ BilI Barnett, Western Commissioner 041 01- DATED: 9* 0% M Ve --Sue Ann Childers, Eastern Commissioner COUNTY CLERK: Cay Bro@n Auditor Certification: I certify that the expenditure contemplated by this document is within the purpose ofthe appropriation to which it is to be charged and that there is an unencumbered balance of ticipated revenue appropriate&for payment of same. 4-a-14 Eatey Hpf- vl--- , ur . Christial(Countditor 51 APPROVEkn-rO#ORM: Y Rpy at Law Jo)61-Obs&y;Xii 90/St. Lgdis StreegdOtt Floor &#ringfie(d, M9,658{)6 Phone: 417=866-7777 Fax: 417-866-1752