ARTICLES OF AMENDMENT
ADVENTURE-LIFE REFORMED CHURCH
Pursuant to the provision of Section 504.1005 of the Revised Iowa Nonprofit Corporation
Act, the following Articles of Amendment to Adventure Life Reformed Church (the
"Corporation's") Articles of Incorporation are hereby submitted to the Secretary of State.
Each of these Amendments was duly approved by the Corporation’s members in a manner
required by the Corporation's Articles of Incorporation and Bylaws on September 4, 2022.
Article I. of the Incorporation’s Articles of Incorporation is amended to state as follows:
ARTICLE I. NAME
That the name of this Corporation shall be ADVENTURE LIFE CHURCH.
Article III. of the Incorporation’s Articles of Incorporation is amended to state as follows:
ARTICLE III. OBJECTS, PURPOSES AND POWERS
Section 1. The Corporation is organized and operated exclusively for religious purposes
in accordance with Section 501(c)(3) of the Internal Revenue Code of 1986 (or a
corresponding provision of any future United States Internal Revenue law. More
specifically, the Corporation’s purpose is to be a people that exude the Fruit of the
Spirit, experience an ever-deepening intimacy with the Triune God, and live with ever-increasing sacrificial generosity.
Section 2. This corporation shall have the power to acquire, secure, hold, improve,
encumber, sell, convey, and dispose of property, both real and personal, in fee simple and
otherwise, absolute or in trust, and to administer for the same pursuant to the corporations
Bylaws and shall have and exercise all of the rights, powers, privileges, and immunities
conferred by law upon such corporation; and shall have the power to do any and all acts
and things necessary, incident, and convenient to the achievement of its object and
purposes, and the exercise of the rights, powers, privileges, and immunities herein
conferred.
Article IV. of the Incorporation’s Articles of Incorporation is amended to state as follows:
ARTICLE IV. MEMBERSHIP
The members of this Church corporation shall be members of Adventure Life Church. The
members shall have only those voting rights, if any, assigned to them by the Bylaws. The control
of the Corporation (including, but not limited to, the sole authority to adopt and amend Bylaws)
shall be vested in its Leadership Team/Board of Directors.
Article V. of the Incorporation’s Articles of Incorporation is amended to state as follows:
ARTICLE V. OFFICERS AND BOARD OF DIRECTORS
Section 1. The Board of Directors of this corporation shall be the Leadership Team. A Leadership Team shall be chosen or elected by the congregation pursuant to the Bylaws of the Corporation. Section 2. The officers and Leadership Team shall be vested with the responsibility for the administration, government and management of the business affairs and property of the Corporation. Section 3. The Leadership Team shall elect the following officers of said Board: President (who shall be the then senior Pastor), Vice President, Clerk, and Treasurer. Section 4. The Leadership Team shall hold meetings as prescribed in the corporation’s Bylaws and may hold other meetings as may be called upon timely notice of the President and/or the Vice President of the Leadership Team.
Article VII. of the Incorporation’s Articles of Incorporation is amended to state as follows:
ARTICLE VII. ANNUAL MEETING OF CORPORATION There shall be an Annual Meeting organized and conducted as prescribed by the Bylaws. The President of the Leadership Team shall preside at said meeting.
Article VIII. of the Incorporation’s Articles of Incorporation is amended to state as follows:
ARTICLE VIII. TITLE TO PROPERTY
Section 1. This corporation has historically been a member church of the Reformed Church in America (“the RCA”). The corporation has now filed a Petition to Withdraw from the RCA pursuant to the Mutually Generous Separation regulation adopted by the General Synod of the RCA. If that Petition to Withdraw is Approved, then: 1. The Corporation shall no longer be a member of the RCA; and 2. The following language shall come into effect: The RCA’s Classis of Central Iowa has granted Adventure Life Church leave to withdraw from the RCA and transfer to another denomination. As consideration for approval of Adventure Life Church’s leave to withdraw, Adventure Life Church agrees in the event of the dissolution of Adventure Life Church, or its successor organization, within a period of five years after the date that Classis of Central Iowa shall have approved the Petition to Withdraw from the RCA, such property of Adventure Life Church or it’s successor organization, both real and personal, or the proceeds of sale of such property, shall be conveyed, transferred or delivered to the Classis of Central Iowa, or its successor organization.
Section 2. The title to all property heretofore or hereafter acquired shall be taken, held and transferred in the name of the Corporation.
Section 3. The property of the Corporation may be sold or mortgaged by the Leadership Team only under the direction and approval of the Membership of the Church, in accordance with the provisions of the laws of the State of Iowa, and all conveyance, mortgages and deed of Trust shall be authorized by a majority vote of the Leadership Team and of the membership at any regular or any special meeting called for that purpose. Said conveyances, mortgages or Deeds of Trust shall be executed by the President and Treasurer of the Leadership Team.
Article IX. of the Incorporation’s Articles of Incorporation is amended to state as follows:
ARTICLE IX. BY-LAWS This Corporation shall have the power at any regular or special meeting of the Leadership Team to adopt, amend, or repeal Bylaws, rules and regulations for the direction and management of the affairs of the corporation, and affiliated organizations, subject to the Articles of Incorporation and Articles of Amendment and the Bylaws of this Corporation.
Article XI. of the Incorporation’s Articles of Incorporation is amended to state as follows:
ARTICLE XI. AMENDENT TO ARTICLES OF INCORPORATION
Section 1. These Articles of Incorporation, except Article X, may be amended by a majority vote of the membership at any regular or special meeting called for that purpose, provided written notice of the proposed amendment shall have been given to each member not less than ten (10) days prior to the date of the meeting at which time said amendment is to be presented to said meeting. No amendment may be adopted in conflict with the laws of the State of Iowa.
Section 2. Amendments, when adopted shall be signed by the President and Treasurer of Leadership and filed or recorded as required by law.
Article XII. of the Incorporation’s Articles of Incorporation is amended to state as follows:
ARTICLE XII. CORPORATE EXISTENCE This Corporation shall be perpetual, unless dissolved by the vote of the members, or by operation of law.
ARTICLE XIV is added to the Article of Incorporation as follows:
ARTICLE XIV. ADDITIONAL PROVISIONS
Section 1. The Corporation, being organized exclusively for religious purposes, may make distributions to organizations and individuals in furtherance of its exempt purposes and in accordance with Section 501(c)(3) of the Internal Revenue Code 4 (hereinafter “the Code”). Under no circumstances shall the Corporation make any distributions that are inconsistent with its purpose statement above.
Section 2. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its directors, officers, members, 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 distribution in furtherance of the purposed set for in Article III above.
Section 3. 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 distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Section 4. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (2) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 5. Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation, exclusively for the purposes of the Corporation in such manner, or to such organization(s) organized and operated exclusively for religious purposes, as shall at the time qualify as an exempt organization(s) under section 501(c)(3) of the Code, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the appropriate court of law of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization(s), as said court shall determine, which are organized and operated exclusively for exempt purposes.