Pursuant to the provisions of Section 48-60-106 of the Tennessee Business Corporation Act, the undersigned corporation not for profit adopts the following restated charter:

Part 1:

The name of the corporation is Samaritan Counseling Center of the Mid-South, Inc.

The duration of the corporation is perpetual

The address of the registered and principal ofice of the corporation in the State of Tennessee shall be: (34 South Auburndale, Memphis, TN 38104) changed 2/20/04

The name and address of the incorporator of the corporation is (Samaritan Couseling Centers of the Mid South, 34 South Auburndale, Memphis, TN 38104)

The corporation is not for profit

the purpose of purposes for which the corporation is organized are:

  • Exclusively for religions, charitable and/or educational purposes, including such purposes, the making of distributions to organizations that qualify as exempt organizations under the Section 501(c )(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
  • To further the general welfare and mental health of the citizens of Shelby County, Tennessee and the surrounding areas and to provide services in the area of mental health and religious counseling.
  • To operate a program for ministering to the needs of persons with emotional problems, maintaining a core of clinical services directed toward the provision of primary intervention, actual treatment and continuing follow-up counseling.
  • To sponsor and operate activities which seek to prevent the development of mental and emotional difficulties in children and adults and which promote normal, healthy, emotional development and spiritual enrichment.
  • To cooperate with all other mental health and counseling organizations through direct and appropriate referrals. To cooperate with such related organizations as local, county, stand and federal government, area churches and social welfare organizations.

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its directors, orfficers 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 set forth herein. No substantial part of the activity of the corporaiton shall be in the carrying on of propaganda, or otherwise influencing legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Articles, the corporation shall not carry on any other activities not permitted to be carried on by (a) by a corporation exempt from federal income tax under §501(c )(3) of the Internal Revenue Code of 1986 (b) by a corporation, contributions to which are deductible under §170(c )(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

This corporation shall not have members.

This corporation shall be governed by bylaws which may be modified, amended or deleted from time to time.

All new members of the Board of Directors shall be elected by the Board of Directors.

Upons the dissolution of the corporation, the governing board shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all of the assets of the corporaiotn exclusively for the purposes of the corporation in such manner or to such organization or organizations organized and operated exclusively for charitable, educational or scientific purposes as shall at the time qualify as an exempt organizaiton or organizations under Section 501(c )(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). as the governing board shall determine. Any such assets not so disposed of shall be disposed of by the appropriate state court of the county in which the principal office of the corporation has been located, exclusively for such purposes or to such organization or organizations , as said court shall determine, which are organized and operated exclusively for such purposes.


Part II:

The date of the original Charter was filed by the Secretary of State was November 4, 1981

This restated Charter restates the text of the Charter as previously amended, and further amends the Charter as specified below, and was duly adopted at a meeting of the Board of Directors on November 16, 1988.

– Paragraph 1 shall be amended to read as follows:

The name of the corporation is Samaritan Counseling Center of the Mid South, Inc.

Paragraph 3 shall be amended to read as follows:

The address of the registered principal office of the corporation in the State of Tennessee shall be: 102 N. Second Street, Memphis, Tennessee 38103, County of Shelby. (Since amended to read 34 South Auburndale Memphis, Tennseessee 38104) The name of the registered agent at the registered office is The Reverend J. Edward C. Harris. (Since amended to read 34 South Auburndale Memphis, Tennseessee 38104)

The phrase “Internal Revenue Code of 1954” that appears in Paragraphs 5.A. and 6 and the last unnumbered paragraph shall be amended to read as follows:

Internal Revenue Code of 1986

Paragraph 9 is amended to read as follows:

All new members of the Board of Directors shall be elected by the Board of Directors

Paragraph 5.c is amended to read as follows:

To operate a program inistering to the needs of persons with emotional problems, maintaining a core of clinical services directed toward the provision of primary intervention, catual treatment and continuing follow up counseling.

The foregoing amendments were duly adopted by the Board of Directors on November 16, 1988. No other approval by any other person is required pursuant to the Section 48-60-301 of the Tennessee Business Corporation Act.

 

Dated this 14th day of December, 1988

 

Samaritan Couseling Center of the Mid South, Inc

By: /s/

Tom Parrish

Chairman