ARTICLES OF INCORPORATION

OF

ASSOCIATION FOR CONFLICT RESOLUTION -

NORTH CAROLINA CHAPTER, INC.

            The undersigned incorporator is an individual eighteen years of age or older and adopts the following articles of incorporation to form a Nonprofit Corporation pursuant to North Carolina Statutes (GS 55A-2-02).

ARTICLE I

 NAME

The name of the corporation is:

Association for Conflict Resolution – North Carolina Chapter, Inc.

ARTICLE II

INCORPORATOR

            I, the undersigned incorporator, certify that I am authorized to sign these articles and that the information in these articles is true and correct.  I also understand that if any of this information is intentionally or knowingly misstated that criminal penalties will apply as if I had signed these articles under oath:

Deborah B. Isenhour

214 Stone Wall Rd.

Pittsboro, NC  27312

ARTICLE III

 PURPOSES

            A.            The corporation shall engage in activities that support and further the purpose described in the following section.

            B.            The corporation is organized and shall at all times be operated exclusively for charitable and educational purposes as specified in Section 501 (c)(3) of the United States Internal Revenue Code of 1986, as amended, including:

1.   To increase public understanding and acceptance of appropriate dispute resolution and collaborative decision making processes and of the roles of dispute resolvers and facilitators of collaborative decision making processes, with full attention to the range of cultural values which may influence these processes;

2.   To advance the educational and professional interests of all persons engaged in the resolution of disputes and collaborative decision making processes;

3.   To enhance the professional skills of mediators, facilitators, conciliators, fact finders, arbitrators, hearing officers, trial examiners, ombuds and other dispute resolvers and facilitators of collaborative decision making processes;

4.   To promote the recruitment, training, continuing education and skill development of persons involved in dispute resolution and collaborative decision making in all areas of society while encouraging the widest possible diversity;

5.   To improve the structure and institutions through which dispute resolution and collaborative decision making services are provided;

6.   To promote the professionalism of dispute resolvers and facilitators of collaborative decision making processes at the local, regional, national and international levels, whether paid or volunteer;

7.   To sponsor research leading to the development of innovative impasse resolution and collaborative decision making techniques and procedures; and

8.   To serve as a clearinghouse of information for research data in the fields of dispute resolution and collaborative decision-making.

ARTICLE IV

 MEMBERSHIP

            A.             The corporation shall have voting members.

B.   All provisions regarding membership shall be set forth in the By-laws of the corporation. 

ARTICLE V

 POWERS

The corporation shall have, and may exercise, in furtherance of its corporate purposes, the following powers:

1.      The corporation shall have perpetual succession in its corporate name.

2.      The corporation may sue and be sued.

3.      The corporation may have a corporate seal, which it may alter at its pleasure.

4.      The corporation may elect or appoint directors, officers, employees, and other agents, fix their compensation and define their duties and obligations, and indemnify such corporate personnel.

The corporation may purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold improve, employ, use, and otherwise deal in and with, real or personal property, or any interest therein, wherever situated, in an unlimited amount.

6.      The corporation may solicit and receive contributions from any and all sources and may receive and hold, in trust or otherwise, funds received by gift or bequest.

7.      The corporation may sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage, pledge, encumber or create a security interest in, all or any of its property, or any interest therein, wherever situated.

8.      The corporation may purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employee, sell, lend, lease, exchange, transfer, or otherwise dispose of, mortgage, pledge, use and otherwise deal in and with, bonds and other obligations, shares, or other securities or interests issue by others, whether engaged in similar or different business, governmental, or other activities.

9.      The corporation may make contracts, give guarantees and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage, pledge or encumbrance of, or security interest in, all or any of its property or any interest therein, wherever situated.

10.      The corporation may lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested.

11.  The corporation may do business, carry on its operations, and have offices and exercise the powers granted by law to a not-for-profit corporation in the state of North Carolina and in any jurisdiction within or without the United States of America. The corporation shall not be operated for the primary purpose of carrying on for profit a trade or business.

12.      The corporation may make donations, in such amounts as the directors shall determine, for religious, charitable, scientific, literary and educational purposes consistent with the corporation’s organizational purposes.

13.      The corporation may pay pensions, establish and carry out pension, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions for any or all of its directors, officers and employees.

14.      The corporation may have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is formed; provided that no such power shall be exercised in a manner inconsistent with the laws governing not-for-profit corporations in the state of North Carolina or Section 501(c)(3) of the Internal Revenue Code.

15.      The By-Laws of the corporation may provide that the directors may make, amend, or repeal the By-Laws in whole or in part, except with respect to any provision thereof which by law or the By-Laws requires action by the members.

16. Meetings of the members may be held anywhere in the United States of America.

17.  The corporation shall, to the extent legally permissible and only to the extent that the status of the corporation as an organization exempt under Section 501 (c) (3) of the Internal Revenue Code is not affected thereby, indemnify each of its directors and officers in accordance with North Carolina law governing not-for-profit corporations.

18. No part of the assets of the corporation and no part of any net earnings of the corporation shall be divided among or inure to the benefit of any officer or director of the corporation or any private individual or be appropriated for any purposes other than the purposes of the corporation as herein set forth; and no substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to ) any candidate for public office. It is intended that the corporation shall be entitled to exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code and shall not be a private foundation under Section 509(a) of the Internal Revenue Code.

19.      Upon the liquidation or dissolution of the corporation, after payment of all of the liabilities of the corporation or due provision therefore, all of the assets of the corporation shall be disposed of pursuant to North Carolina law governing not-for-profit corporations and in compliance with the provisions of Section 501 (c) (3) of the Internal Revenue Code.

20. No officer or director of the corporation shall be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as an officer or director notwithstanding any provision of law imposing such liability; provided, however, that the foregoing provision shall not eliminate or limit the liability of an officer or director of the corporation (1) for any breach of the officer’s or director’s duty of loyalty to the corporation or its members, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (3) for any transaction from which the officer or director derived an improper personal benefit. To the extent permitted by law, no amendment or deletion of the foregoing provision shall apply or be effective with respect to actions or omissions of any officer or director of the corporation occurring prior to the date said amendment or delegation became effective. 

      All references herein to the Internal Revenue Code shall be deemed to refer to the United States Internal Revenue Code of 1986, as now in force or as hereafter amended. 

ARTICLE VI

REGISTERED OFFICE AND AGENT/ PRINCIPAL OFFICE

                  The name and address of the initial registered agent is:

Deborah B. Isenhour

214 Stone Wall Rd.

Pittsboro, NC  27312

       The above address is in Chatham County.

       The address of the principal office is:

     214 Stone Wall Rd.

     Pittsboro, N.C.  27312

                    The above address is in Chatham County.

            IN WITNESS WHEREOF, I have hereunto executed these Articles of Incorporation this                   day of                          , 2004.

                        Deborah B. Isenhour,  Incorporator