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Certificate of in corporation - StePs Stewardship Professionals Foundation
The undersigned, for the purpose of organizing a nonprofit, non-stock corporation for the purposes hereinafter stated, under the provisions and subject to the requirements of the laws ofthe State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto and known, identified and referred to as the "General Corporation Law of tlte State of Delaware" or the "DGCL"), hereby certifies as follows:
FIRST: The name of the corporation is: StePs Stewardship Professionals Foundation
SECOND: The address of the registered office of the Corporation in the State of
Delaware is 108 Lake land Ave., Dover, Kent County, DE 19901, and the name of the registered agent of the Corporation in the State of Delaware at such address is Capital Services, Inc.
THIRD: The Corporation is organized as a nonprofit, non-stock corporation. The
Corporation is organized, and at all timcs shall be operated, exclusively for charitable and
educational purposes within the meaning of Section 501 ( c )(3) of the Internat Revenue Code of 1986, as amended, or the corresponding section of any future United States Interna! Revenue
Law ("IRC"). Within the scope of the foregoing, the Corporation is organized and operated
exclusively as a supporting organization described in IRC Section 509(a)(3) to support and
benefit the charitable and educational purposes and activities of StePs -Stewardship
Professionals e.V., a German association. The Corporation shall not expend or disburse any
funds for any purpose or use outside the United States unlcss (i) the expenditure or disbursement is for a specific project or task that has been approved by the Corporation's Board of Directors in its sole discretion as being consistent with the Corporation's purposes; and (ii) the expenditure or disbursement is conditioned on a \,\iTitten agreement with the recipient that the funds so expended or disbursed shall be used solely for the project or task so approved and that the recipient will
provide the Corporation with a füll accounting of the use of the funds to ensure that the funds
were used in accordance with said agreement. The Corporation's Board of Directors may
withdraw the approval of any previously approved gift, grant, or other form of financial
assistance in the event the Board of Directors detern1ines that such gift, grant, or other form of
financial assistance might not be used for the purposes of the Corporation. The Corporation shall refuse to accept any contribution earmarked so that it must in all events be distributed to a
particular person or organization.
FOURTH: The Corporation has no authority to issue capital stock.
FlFTH: The Corporation shall have one or more classes of Members. The number of classes of Members will be regulated by the bylaws ofthe Corporation, as will the
characteristics, qualification, rights, limitations, and obligations attaching to each or any dass of Members and the manner of admission of Members.
SIXTH: The name and the mailing address ofthe incorporator are as follows:
Joe A. Rudberg
MAILING ADDRESS Holland & Knight LLP 1 722 Routh St., Ste. 1500 Dallas, TX 75201
SEVENTH: The powers of the incorporator shall terminate upon the filing ofthis
Certificate of lncorporation, and the following persons will serve as the initial Directors until the first annual meeting of Members entitled to vote in the election of Directors or until their
successors are elected and qualified:
Stephen M. Davis
EIGHTH: All corporate powers shall be exerciscd by or under the authority of, and the affairs ofthe Corporation shall be managed by, its Board ofDirectors. The Board of Directors shall consist of such number of persons as shall be fixed from time to time pursuant to the
Bylaws, but shall not be Iess than the minimum number prescribed by applicable Delaware law at the time the size of the Board is being fixed. The qualifications to serve as a Director, the
rights and powers of the Directors, and the mcthod of appointment or election of Directors shall be as specified in the Bylaws. Elections of Directors need not be by written ballot unless the Bylaws of the Corporation so provide.
NINTH: No part of the assets or any net earnings ofthe Corporation shall inure to the benefit of, or be distributable to, any Officer or Director of the Corporation, or any other private person, except that the Corpora:tion is authorized and empowered (i) to pay reasonable
compensation for personal services rendered to the Corporation, so long as the services are reasonable and necessary to carrying out the exempt purposes of the Corporation, and to
reimburse expenses or advances made for the Corporation that are reasonable in character and
amount, and (ii) to make payments and distributions in furtherance of the Corporation's exempt purposes as set forth in Article THIRD hereof.
TENTH: No substantial part of the activities ofthe Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation. The Corporation shall not participate in or intervene in any political campaign (including the publishing or distributing of statements) on behalf of or in opposition to any candidate for public office.
ELEVENTH: Notwithstanding any other provision of this Certificate, the Corporation shall not carry on any activities not permitted to be carried on (i) by a corporation qualifying for exemption from federal income tax as an organization described in IRC Section 50l(c)(3), or the corresponding section of any future United States Interna! Revenue Law, and (ii) by a
corporation, contributions to which are deductible under IRC Section l 70(c)(2), or the
corresponding section of any future United States lntemal Revenue Law.
TWELFTH: Upon the dissolution or final liquidation of the Corporation, the Board of Directors shall, after paying, satisfying, discharging, or making adequate provision for payment of all the liabilities and obligations of the Corporation, dispose of all the assets of the
Corporation exclusively for the excmpt purposes of thc Corporation, or to such organization or organizations that are themselves at that time exempt from federal income taxation as
organizations described in IRC Section 50l(c)(3) or the corresponding section of any future
United States Internat Revenue Law, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the appropriate court of the jurisdiction in which the principal office of the Corporation is then located, exclusively for such purposes or to such
organization or organizations, as said court shall determine, which are organized and operated for such purposes.
THIRTEENTH: The Corporation shall indemnify its incorporator, Officers and
Directors, and rnay indemnify its employees and agents against any cost, expenses or liabilities incurred as a result of their being an Officer, Director, employee or agent to the füllest extent
perrnitted by Section 145 of the DGCL, as the same may be amended from time to time, and to the further extent that the Board of Directors may provide, and shall further pay for or reirnburse the reasonable expenses incurred by any such Officer and Director, and rnay pay for or reimburse the reasonable expenses incurred by any such employee or agent to the extent and in the manner provided by applicable law. The indemnification provided for herein shall not be dcemed
exclusive of any other rights to which any person may be entitled under any Bylaw, resolution of Directors, agrecment, or otherwise, subject only to limits created by applicable Delaware general corporation law (statutory or non-statutory), with respect to actions for breach of duty to this
Corporation and others. Appropriate liability insurance may be provided for every Officer,
Director, and agent of the Corporation in amounts determined frorn time to time by the Board of Directors, subject to the limitations of Article ELEVENTH. Any repeal or modification of this Article THIRTEENTH shall be prospective only and shall not adversely affect any right or
protection of: or any limitation of the liability of, an Officer or Director of the Corporation
existing at, or arising out of facts or incidents occurring prior to, the effective date of such repeal or rnodification.
FOURTEENTH: No Director ofthe Corporation shall be liable to the Corporation for monetary damages for breach of fiduciary duty as a Director, provided that this provision shall not eliminate or limit the liability of a Director (a) for any breach of the Director's duty of
loyalty to the Corporation; (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation oflaw; (c) under Section 174 of the DGCL
(relating to liability of directors for unlawful payment of dividcnd or unlawful stock purchase or redemption); or (d) for any transaction from which the Director derived an improper personal
FIFTEENTH: The Corporation reserves the right from time to time to amcnd or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter
prescribed by the laws ofthe State of Delaware, and all rights, preferences and privileges
conferred upon the Directors or any other persons by and pursuant to this Certificate of
Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article FIFTEENTH.
SIXTEENTH: The initial Bylaws of the Corporation shall be adopted by the Board of Directors of the Corporation. This Certificate of Incorporation may be amended or restated, and the Bylaws of the Corporation may be amended, repcaled or restated, upon the adoption of a
resolution by a majority ofthe Board ofDirectors and the affirmative vote of a majority ofthe Mcmbers then serving. IN WITNESS WHEREOF, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, hereby certifies that the facts herein stated are true, and accordingly executes this Certificate oflncorporation on the 28th day of November, 2022.