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The Commonwealth of Massachusetts
Corporation Annual Report
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place,
Boston, Massachusetts 02108
ANNUAL REPORT
Filing for November 1, 1997
In compliance with the requirements of Section 26A of Chapter one hundred and eighty (180) of
the General laws:
1.NAME: Mandela Resident Corporative Association, Inc.
2. ADDRESS; 26 Hammond Street, Boston, MA 02120
3. DATE OF THE LAST ANNUAL MEETING:April 1, 1997
4. State the names and addresses of all officers including all the directors of the corporation
and the date on which the term of office of each expires: (PLEASE TYPE OR PRINT).
*NAME OF OFFICE
*NAME
*ADDRESSES Number,
Street, City or Town. State and Zip Code
*EXPIRATION OF TERM OF OFFICE
President: Glenn Hall
26 Hammond Street
Boston, MA 02120
exp: 3/31/98
Treasurer: Rhoda Obas
10 Hammond Street
Boston, MA
exp: 3/31/98
Clerk: Michalene Jackson
24 Hammond Street
Boston, MA 02120
exp: 3/31/98
Directors--(or Officers having the
powers of Directors):
Tracy Banks
560 Shamut Ave.
Boston, MA 02120
exp: 3/31/98
Wille Jones
1855 Washington St.
Boston, MA 02120
exp: 3/31/98
Rotimi Abu
10 Hammond St.
Boston, MA 02120
exp: 3/31/98
Jova Coleman
1855 Washington St.
Boston, MA 02120
exp: 3/31/98
I, the undersigned Glenn Hall being the
President of the above named corporation, in compliance with General Laws. Chapter 180, hereby certify that the information above is true and correct as the dates shown.
IN "WITNESS WHEREOF AND UNDER PENALTIES OF PERJURY. I hereto sign ny name on this 9th day of October, 1997.
Signature: Glenn Hall
Title: President
No. 617-442-4845
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE MICHAEL J. CONNOLLY, Secretary
ONE ASHBURTON PLACE,
BOSTON, MASSACHUSETTS 021O8
ARTICLES OF ORGANIZATION
(Under Ch.180)
ARTICLEI
The name of the corporation is:
MANDELA RESIDENTS COOPERATIVE ASSOCIATION, INC.
ARTICLE II
The purpose of the corporation is to engage in the following activities:
TO PROMOTE SAFE, SECURE, AFFORDABLE HOUSING IN THE ROXBURY SECTION OF BOSTON
...
4. The corporation shall have the following powers In furtherance of its corporate purposes:
(a) The corporation shall have perpetual succession In its corporate name.
(b) The corporation may sue and be sued.
(c) The corporation may have a corporate seal which it may alter at pleasure.
(d) The corporation nay elect or appoint directors, officers, employees and other agents, fix their compensation and define their duties and obligations.
(e) The corporation nay purchase, receive or 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 other interest therein, wherever situated. In an unlimited amount.
(f) 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.
(g) The corporation may sell, convey, lease, exchange, transfer or otherwise dispose of, or rortgage, pledge, encumber or create a securit;
Interest in, all or any of its property, or any interest therein, wherever situated.
(h) The corporation may purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange. transfer, or otherwise dispose of, rortgage, pledge, use and otherwise deal in and with, bonds and other obligations, shares, or other securities or interests Issued by others, whether engaged In silailar or different business, governmental, or other activities.
(I) The corporation may mke contracts, give guarantees In furtherance of its corporate purposes and incur liabilities, borrow mney 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.
(j) The corporation may lend ironey. Invest and reinvest Its,funds, and take and hold real and persona1 property is sec'-r^ty for the payrent of funr'.s so loaned or invested.
(K) The corporation pay do business, carry en its operations, and have offices and exercise the powers grantee by f'assachusetts General Laws, Chapter 180, in any jurisdiction within or without the United States, although the corporation shall not be operated for the primary purpose of carrying on far profit a trade or business unrelatad to its tax exeBpt purposes.
(1) The corporatior. pay pay pensions, establish and carry out pensions, savings, thrift and other retirement and benefit plans, trusts and provisions for any or all of its directors, officers and employees.
(m) The corporation may make donations in such amounts as the members or directors shall determine, irrespective of corporate benefit, for the public welfare or for comnum'ty fund, hospital, charitable, religious, educational, scientific, civic, or similar purposes, and in time of war or other national emergency in aid thereof; provided that, as long as the corporation is entitled to exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code, it shall make no contribution for other than religious, charitable, scientific, testing for public safety, literary or educational purposes or for the prevention of cruelty to children or animals.
(n) The corporation may be an incorporator of other corporations of any type or kind.
(o) The corporation may be a partner in any business enterprise which it would have power to conduct by itself.
(p) The directors may m?ke, anend or repeal the by laws in whole ur in part, except with respect to anyprovision thereof which by law or'the by-laws requires action by the members.
(q) Meetings of the members may be held anywhere in the United States.
(r) 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 50T(c)(3) of the Internal Revenue Code is not affected thereby, indemnify each of its directors, officers, employees and other agents (including persons who serve at its request as directors, officers, employees or other agents of another organization in which it has an interest) against all liabilities and expenses,including amounts paid in satisfaction of judgements, in compromise or as fines and penalties, and counsel fees, reasonably incurred
incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he nay be threatened, while in office or thereafter, by reason of his being or having been such a director, officer, employee or agent, except with respect to any matter as to which he shall have been adjudicated any procesdina not to have acted in pood faith in the reasonable belief his action was in the best interests of the corporation; provided, however, that as to any matter disposed of by a compromise payment by such director, officer, employes or agent, pursuant to a consent decree or otherwise, no indepmification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the corporation, after notice that it involes such indemnification:
(a) by a disinterested majority of the directors then in office; or (b) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing cf independent legal counsel to the effect that such director, officer, efiiployes or agent appears to have acted in good faith in the reassonable belief that his'acticn was-in the best interests of the corporation; or (c) by a majority of the disinterested members entitled to vote. voting as a single class. Expenses including counsel teas, reasonably incurred by any such director, officer, employe0 or agent in connection with the defense or disposition of any such action, suit or other proceeding, may be paid from tir« to time by the corporation in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the amounts so paid to the corporation if he shall be adjudicated tc be not entitled to indemnification under Massachusetts General Laws, Chapter 180, Section 6. The right of indemnifi- cation hereby provided shall not be exclusive of or affect any other rights to which any director, officer, employee or agent pay be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel may be entitled by contract or otherwise under law. As used in this paragraph, the terms "directors," "officers," "employees" and "agents" include their respective heirs, executors and administrators, and an "interested" director is one against whoa in-such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending.
(s) no person shall be disqualified from holding any office by reason of any Interest. In the absence of fraud, any director, officer, or amber of this corporation individually, or any individual having any interest in any concern in which any such directors, officers, members, or individuals have any interest, may be a party to, or may be pecuniarily or otherwise interested in, any contract, transaction, or other act of this corporation, and
(1) such contract, transaction, or act shall not be in any way invalidated or otherwise affected by that fact;
(2) no such director, officer, member, or individual shall be liable to account to this corporation for any profit or benefit realized through any such contract, transaction, or act; and
(3) any such director of this corporation may be counted in determining the existence of a quorum at any meeting of the directors or of any conanittee thereof which shall authorize any such contract, transaction, or act, and may vote to authorize the same;
the term "interest" includinp personal interest and interest as a director,officer, stockholder, trustee, member or beneficiary of any concern; the term "concern" meaning any corporation, association, trust,partnership, firm, person, or other entity other than this corporation.
(t) 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...