ANGELO RC, INC.
SECTION1 PRINCIPAL OFFICE
The principal office of the corporation is located in Tom Green County, State of Texas.
SECTION2 CHANGE OF ADDRESS
The designation of the county or state of the corporation’s principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed nor require an amendment of these Bylaws.
The corporation may also have offices at such other places within or without its state of incorporation, where it is qualified to do business, as its business and activities may require and as the board of directors may from time to time designate.
SECTION1IRC SECTION 501 (c)(3) PURPOSES
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including Charity for the improvement and maintenance of public parks lands and educating the public under Section 501(c)(3) of the Internal Revenue Code.
SECTION2SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and purposes of this corporation shall be: to receive and maintain a fund or funds and real properties subject to the restrictions described in the Articles of Incorporation, to use and apply the whole or any part of the income there from and the principal for charitable and educational public services and development of parklands, especial those not provided or underprovided for in the San Angelo Texas area
(a) Organizing members and volunteers for special projects that will support the improvement and maintenance of public parklands in Tom Green County,
(b) Providing supervised community service activities that benefit membership of Angelo RC, Inc. and the general population of the Tom Green County and San Angelo area,
(c) Maintaining an information network for the general public who wish to learn about maintaining and improvement of public parkland and the avocation model aeronautics including of building designing of radio control equipment and operating radio aircraft,
(d) Expanding and redefining charitable goals from time to time to meet the changing recreational and educational needs of the general community,
(e) Participating in the normal functions, operations, programs and pursuits incidental to a fully recognized and operational nonprofit charitable organization.
Membership in the corporation shall be open to any person without discrimination who is interested in the purposes of the corporation and holds active membership with Academy of Model Aeronautics (A.M.A.)
(a) FULL VOTING MEMBERSHIP – Any individual twenty two (22) years or older who has paid annual membership fee and holds active membership with Academy of Model Aeronautics (A.M.A.),
(b) NON-VOTING ASSOCIATE MEMBERSHIP – Any individual twenty two (22) years or older who is in the Armed Forces, a college student and/or shall reside in San Angelo for six (6) months or less and holds active membership with A.M.A. This membership shall be paid at the prorated rate of the regular annual membership fee for a minimum three (3) month period for a six (6) months period. After six (6) months the member will be considered a full paying member and be required to pay full annual membership fee,
(c) NON-VOTING JUNIOR MEMBERSHIP – Any individual under twenty two (22) years of age who has paid $5.00 dollars annual fee and holds active membership with A.M.A. Upon their twenty second birthday Full membership fee will become effective.
Each November meeting, membership fees and dues shall be reviewed by the Board of Directors and adjusted if desired by a two-thirds (2/3rd’s) vote of the Directors present at the meeting.
(a) Renewal memberships are payable on January 1st of each year or at the first meeting in January,
(b) Any new member joining Angelo RC. INC. at a later date in the year will be required to pay membership fees prorated per annual rate according to the number of months left in the year,
(c) Membership Fees are delinquent on March 1st of each year. Membership may be terminated upon request of the Board of Directors. Any individual who is unable to pay fees due to lack of funds may apply for a member sponsorship, and payment of fees will be waved until applicant is able to pay or donates in-kind services.
SECTION4TERMINATION OF MEMBERSHIP
Membership in Angelo RC, INC. will be subject to termination upon one or more of the following.
(a) Failure of member to pay their annual membership fees on or before the due date or make alternative arrangements, such as in-kind services.
(b) Failure to retain an active membership with A.M.A,
(c) Receipt by the Board of Directors of a written or typed resignation of a member.
Membership termination must be by motion by a Director, seconded, and be approved by a majority two-thirds (2/3’s) vote of the Board of Directors.
Any member who lets their membership cease for any reason shall be required to fill out a new application for membership.
(a) Purpose: The grievance procedure provides a mechanism to enforce existing safety and conduct rules by providing a progressive disciplinary system when needed.
(b) Procedure: Although most complaints can be resolved informally, if a complaint is serious or cannot be resolved informally, the matter should be referred to the Board of Directors for its consideration by means of a Grievance Form (last page of these by-laws) to be filled out and turned into the Board of Directors. At least one witness is required to sign the Grievance Form. At least one witness is required.
(c) Procedural Steps: The following three step actions will occur in sequence only if the violations accrue within a two-year period of time or of such nature that warrants otherwise.
First Violation: Viewpoints of both complainants and accused will be considered. Complainant’s name will be disclosed only to the board. The Board will give a verbal reprimand to the accused, and this will be recorded in the Board minutes.
Second Violation: Complainant’s name will be disclosed. The accused has the right to a written rebuttal, to be reviewed by the Board of Directors. If the Board so decides, the membership privileges of the accused will be suspended for thirty (30) days. Written notice of this shall be issued.
Third Violation: The Board of Directors will notify the accused in writing and the Corporations members via the Corporate newsletter that the Board of Directors will vote on the expulsion of the accused at the next Board meeting. Said expulsion will last for a one-year minimum. (Longer if deemed necessary by the Board).
(d) Reapplication for membership by expelled member: The expelled member may reapply for membership after the expiration of the expulsion time period.
(e) Actions in case of retaliatory action by member accused of a violation: Any member receiving a Grievance , who directs any retaliation action against the person filing said Grievance or any other Member of the Corporation or its Board of Directors, will be subject to immediate expulsion from the organization and legal actions. Retaliatory action is to include threats, intimidation, physical harm, intentional equipment damage, or any other action deemed to be retaliatory by the Board.
SECTION 5MEMBERSHIP MEETINGS
The regularly scheduled Membership meeting shall be held on the second Thursday of each month, at a time and place previously announced. Regular work day meeting will be on the Saturday following a regular meeting. Special meetings may be called as deemed necessary by the Board of Directors.
At the regularly scheduled Membership meeting in the month of November nominations from anyone who is Full Voting Member may be made for any positions of Directors of the Corporation’s Board expiring in December of the same year will be made. Voting for those Directors positions nominated in November will be done by anyone who is Full Voting Member at the Annual Meeting of the Corporation and Membership in December of each year.
BOARD OF DIRECTORS
SECTION1NUMBER OF DIRECTORS
The corporation shall have no more than 5 directors and collectively they shall be known as the Board of Directors.
Directors shall be of the age of majority in Texas, but need not be residents of Texas or members of the corporation. Directors must be Full Voting Member of the Corporation or must become one immediately following their nomination. Although no further limiting qualifications shall be imposed on the makeup of this group of individuals, the incorporators encourage selective diversity in the allocation of director positions and access to a personal computer and the Internet
Subject to the provisions of the laws of Texas and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
It shall be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws; (b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation; (c) Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly: (d) Meet at such times and places as required by these Bylaws; (e) Register their addresses with the Secretary of the corporation, and notices of meetings mailed or emailed or faxed to such addresses shall be valid notices thereof. SECTION5TERM OF OFFICE
Each director shall hold office for a period of three years, except for the initial years of operation, and may be subsequently reelected to serve additional terms, not to exceed a total of three consecutive terms as Officers of the Board. In order to assemble a seasoned board with practical experience in dealing with the corporate affairs of this organization, the Secretary will, at the third annual meeting for the election of directors in 2010, assign each director to a numbered group (numbered one, two, and three), and shall make a chance selection among numbered lots in order to provide for staggered terms of office, electing or reelecting three directors each year thereafter. Each director shall hold office until his or her successor is elected and qualifies.
SECTION6ELECTION OF DIRECTORS
Directors whose normal expiration of term is expires in December of a the current year shall be nominated and voted on by the membership of the corporation who are eligible to vote at the annual meeting of the Corporation in November of each year.
Directors shall serve without compensation except as reasonable reimbursement of expenses incurred in the performance of their duties.
SECTION8 PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such other place as may be designated from time to time by resolution of the Board of Directors.
A regular annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after and at the same place as the initial meeting of the Board. The Board of Directors may provide by resolution of the time and place, for the holding of additional regular meetings of the Board without other notice than such resolution, including business conducted via the Internet.
Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.
SECTION11NOTICE OF MEETINGS
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:
(a) Regular Meetings No notice need be given of any regular meetings of the Board of Directors.
(b) Special Meetings Whenever possible, at least two days notice shall be given to each director of each special meeting of the Board. Such notice may be oral or written, may be given personally, by mail, e-mail, telephone or by facsimile machine and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification, the director to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty four hours of the first transmission.
(c) Waiver of Notice Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or provisions of law, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
SECTION12QUORUM FOR MEETINGS
A quorum shall consist of a majority of the directors in attendance at a directors meeting, as long as the percentage in no case numbers less than the three required by Texas statute. (Directors represented by proxy may not be counted toward a quorum.) If a quorum is not present, directors shall adjourn.
SECTION13MAJORITY ACTION AS BOARD ACTION
Every decision made by a majority of the directors present at a meeting duly held by the required number of directors is an action of the Board of Directors.
SECTION14CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the President of the Board, or in his or her absence, by the Vice President or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary shall act as secretary of all meetings of the board, excepting that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by Deshler’s Rules of Order, Robert’s Rules of Order, or any such procedures as may be approved from time to time by the Board of Directors to introduce and discuss items of business at Board Meetings.
Vacancies on the Board of Directors other than those occurring from normal expiration of term shall exist on the resignation, removal or death of any director. Any director may resign effective upon giving written notice to the presiding officer or other member of the Board, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the office of the Attorney General or other appropriate agency of the State of Texas.
Directors may be removed from office with or without cause as permitted by and in accordance with the laws of this state.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies other than those from normal expiration of term on the Board may be filled by approval of the Board of Directors. If the number of directors then in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the Board of Directors shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.
SECTION16NON-LIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION17INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
SECTION18INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.
SECTION1DESIGNATION OF OFFICERS
The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer. The corporation may also have other officers with such title as may be determined from time to time by the Board of Directors. One person may hold multi-offices simultaneously.
Anyone except a family member of a current director may serve as officer of this corporation.
SECTION3ELECTION AND TERM OF OFFICE
Officers shall be elected by the Board of Directors at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
SECTION4REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board of Directors at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superceded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
Any vacancy cause by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors, In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the president until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.
SECTION6DUTIES OF PRESIDENT
The President shall be the Chairperson of the Board of Directors and preside at all meetings of the Board and supervise and control the affairs of the officers and their activities at such meetings. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, sign with the Chief Executive Officer any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other agent or officer of the corporation.
SECTION7DUTIES OF SECRETARY
The Secretary shall: Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date;
Keep at the principal office of the corporation or at such other place as the Board may determine, a book of minutes of all meetings of the directors and, if applicable, meetings of committees of directors and advisories, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof;
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
Be custodian of the records and of the seal of the corporation, if any and affix the seal as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation;
Keep at the principal office of the corporation a membership book containing the name and address of each and any members of advisories, of volunteers, of the Board and the dates on which membership began and, if such is the case, ceased;
Exhibit at all reasonable times to any director of the corporation, or to his/her agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation;
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION8DUTIES OF TREASURER
The Treasurer shall: Supervise, monitor or directly have charge and custody of and be responsible for all funds and securities of the corporation and the deposit of all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors;
Supervise, monitor or directly receive and give receipt for monies due and payable to the corporation from any source whatsoever;
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, and the taking of proper vouchers for such disbursements;
Supervise, monitor or directly keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses;
Exhibit or give written approval for the exhibition of the books of account and financial records to any director of the corporation, or to his or her attorney, on request therefore, at all reasonable times;
Render or order rendered to the President and directors, wherever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation;
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports;
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
Reimbursements and other reasonable compensations to the officers, if any, shall be determined from time to time by resolution of the Board of Directors. In all cases, any salaries received by officers of this corporation shall be given in return for services actually rendered to or for the corporation.
The Board of Directors may, by a majority vote of its members, designate an Executive Committee including two or more Board members and may delegate to such committee the powers and authority of the Board in the management of the business and of affairs of the corporation, to the extent permitted, and except as may otherwise be provided by provisions of law. A majority of the Executive Committee must by directors, since this committee exercises the authority of the full Board and remains responsible to it.
The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records and report the same to the Board from time to time as the Board may require. One member of this committee shall be designated Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and its activities.
By a majority vote of its members, the Board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below two (2) the number of the members of the Executive Committee, and fill vacancies on the Executive Committee from the members of the Board or as otherwise determined in these Bylaws.
The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board.
SECTION3MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION1EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined in specific instances, Unless so authorized, no office, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION2CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the corporation shall be signed by the Treasurer or President and countersigned by a designated executive of the corporation.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the not-for-profit purposes of this corporation.
CORPORATE RECORDS, REPORTS AND SEAL
SECTION1MAINTENANCE OF CORPORATE RECORDS
At its principal office the corporation shall keep:
(a) Minutes of all meetings of directors and committees of the Board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given and the names of those present and the proceedings thereof;
(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets liabilities, receipts, disbursements, gains and losses;
(c) A record of its Board, committee and advisory members, indicating their names and addresses, their titles or duties and dates of service;
(d) A copy of the corporations’ Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the advisors of the corporation at all reasonable times during office hours.
The Board of Directors may adopt, use and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however shall not affect the validity of any such instrument.
SECTION3DIRECTORS’ INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind, unless prohibited by laws of confidentiality, and to inspect the physical properties of the corporation at reasonable times, as well as the other holdings of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws and provisions of law.
SECTION4RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts consistent with the provisions of these Bylaws, state and federal statutes
The Board shall cause the annual and periodic reports required under law to be prepared and delivered to the Secretary of State of Texas. Upon request, and on the form provided, will be written the corporate name and jurisdiction, the name and address of its registered agent, and the directors and officers names and addresses.
IRC 501 (c) (3) TAX EXEMPTION PROVISIONS
SECTION1LIMITATIONS ON ACTIVITIES
No substantial part of the activities of this corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation (except as otherwise provided by Section 501 (h) of the Internal Revenue Code) and this corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c) (3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
SECTION2PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or 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 of this corporation.
SECTION3DISTRIBUTION OF ASSETS
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distributions shall be made in accordance with all applicable provisions of the laws of this state.
ARTICLE 9. AMENDMENT OF BYLAWS
Subject to the power of the members, if any, of this corporation to adopt, amend or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any part of them, may be altered, amended or repealed and new Bylaws adopted by approval of the Board of Directors.
CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation of Angelo RC, INC. which were filed in the Office of the Secretary of State of Texas on December 18, 2006, Corporations Section, Charter number 800747454.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
ADOPTION OF BYLAWS
We the undersigned are the initial directors and officers of this corporation and we consent to and hereby do adopt the foregoing Bylaws, consisting of this and the thirteen preceding pages as the Bylaws of this not-for-profit corporation: