Na Pua Li'i Hermitage,

Third Order of St. Francis,

Church of St. Mary and the Angels

A Hawai’i Non-profit Public Benefit Charity

 

ARTICLES OF

INCORPORATION

 

ARTICLE I

NAME

 

1.01   Name

 

The name of this Corporation shall be Na Pua Li'i Hermitage, Third Order of St. Francis, Church of St. Mary and the Angels. The business of the Corporation may also be conducted as Na Pua Li'i Hermitage, Third Order of St. Francis, styled as NPLH in these Articles.  The Corporation is registered as a non-profit public benefit charitable corporation in the State of Hawai'i (Attorney General's Office, Tax & Charities Division) as General Excise Tax # GE-110-680-0640-01, formally recognized as a charity within the State of Hawai'i, and known to the U.S. Internal Revenue Service as a church whose tax identification number is EIN 81-2464259.

 

This religious order and church is conventual in that its members live and work in a convent, known as "Na Pua Li'i Hermitage" or "the Hermitage."  Associated with NPLH are the Tertiaries of Na Pua Li'i, (also known as "TNPL").  By long tradition and usage, Third Order Franciscans (also known as Tertiaries) are not "of the world" but live "in the world."   St. Francis created this additional Order in 1221 (following his founding of First Order Friars and Second Order Poor Clares) to accommodate people who are married or single, clerical or lay in order to pursue religious life following the Franciscan way without leaving their jobs or homes or being required to relinquish claims to private property.  Tertiaries of Na Pua Li'i, living in the world, practice traditional Franciscan Tertiary life as outlined in our Rule of Life (www.pualii.org).   By contrast, the Conventual Tertiaries of Na Pua Li'i Hermitage will live and carry out ministry at Na Pua Li'i Hermitage living under a Rule of Chastity, Poverty, and Obedience.  These Conventual Tertiaries live in community (Apostolic life in common), staffing the Church of St. Mary and the Angels, praying and worshiping together in a daily round of prayers and liturgies, offering hospitality to retreatant guests, and staffing their agricultural ministry helping neighbors in need.   Tertiaries of Na Pua Li'i do not share common life with the Conventual Tertiaries, nor do they live at the Hermitage though they may visit the Hermitage and always share fellowship, prayer, and common purpose with the Conventual Tertiaries.

 

 

ARTICLE II

DURATION

2.01 Duration

 

The period of duration of the Corporation is perpetual.

 

 

ARTICLE III

PURPOSE

 

3.01    Purpose

 

Na Pua Li'i Hermitage, Third Order of St. Francis, Church of St. Mary and the Angels, being a non-profit charitable corporation recognized by the State of Hawai'i, shall operate exclusively for religious and charitable purposes within the meaning of Section 501(c)(3) of the United States Internal Revenue Code or the corresponding section of any future Federal tax code.

 

            Members of NPLH practice the Franciscan spirituality of prayer, religious instruction, manual labor, farming, study, and spiritual reflection.  In particular, the Community administrates and staffs a ministry for

 

Š          providing the sacraments, worship services, and prayers of the Church

Š          agricultural production to sustain itself and to provide for those in need of nutritious food in our geographical region

Š          service and companionship to elderly and shut-ins in our area as need presents itself

Š          retreat and hospitality especially for clergy and religious in need of restoration and refreshment

Š          theological and religious education

Š          daily prayer and spiritual reflection

 

To effect this mission, the Corporation will lease a retreat house, a chapel, a website server, and a barn, and will plant leased acres with produce-yielding crops, and fruit trees.  In addition, it will manage other plantations in exchange for their agricultural production.  Each harvest will assist neighbors in need, sustain the modest needs of the Community, and make provision for its retreatant guests.  A reasonable and customary share of the production of neighboring plantations will be paid to their owners.

 

 

 

3.02     Public Benefit

 

NPLH is designated as a religious and charitable corporation for the public benefit.  This benefit and economic impact will express itself in four ways:

 

 

The Church

 

The Church of St. Mary and the Angels, together with its religious staff, is the Anglican Church on the Big Island of Hawai'i.   We are a mission of the Diocese of Quincy, Anglican Communion, in the care of a Diocesan Bishop of the Anglican Communion.  And we are a religious order in the care of an Anglican Bishop Protector.  St. Mary's is a full-service Anglo-Catholic church offering ministration of the valid sacraments of the ancient Catholic Church as well as daily public worship.  The St. Mary's Church is the religious order, and the religious order is St. Mary's Church.

Agricultural Institution

NPLH will grow produce, crops, and fruit.   In addition, it will care for other plantations in exchange for corresponding harvests.    All proceeds from agricultural efforts are deposited into NPLH's bank accounts.   Any and all checks written against these accounts are solely for the purpose of sustaining the Community, in the tradition and scale of Franciscan poverty, as well as its ministries assisting neighbors in need on Hawai'i Island.

Charitable Institution

As farmers -- owning heavy equipment, power tools, hand tools, and having expertises in arborology, tree removal, tree care, landscaping, and other nursery-related activities – NPLH will assist elderly people living in poverty or near poverty who can no longer maintain their property.

Religious Institution

 

NPLH is a religious community in the care of an Anglo-Catholic bishop (Anglican Communion), the world's third largest expression of Christianity.  Their Church of St. Mary and the Angels is in the care of a second Anglo-Catholic bishop, the Bishop of the Diocese of Quincy. Nonetheless, the Tertiaries and Conventual Tertiaries of Na Pua Li'i minister to all people regardless of their beliefs or unbeliefs.

 

Living under a rule of simplicity, our Tertiaries serve the public benefit living according to their Christian, religious convictions and personal vows in carrying out this work.   In addition, all Tertiaries intercede in prayer for the public benefit.

 

The Corporation invites all people to discern their religious vocations and to join our ministry as Franciscan Tertiaries living in the world – volunteers who live under a Rule that is scaled to life in the world, whether married or single, clerical or lay.   The religious order's church, the Church of St. Mary and the Angels, offers public liturgies inviting all in the surrounding community to join in Christian worship, including regular, daily prayers (The Liturgy of the Hours, also known as the Divine Office), the Holy Mass, Benediction of the Blessed Sacrament, and particular devotions.  The Church of St. Mary and the Angels will function as a full-service house of worship, administering the sacraments of Baptism, Confirmation (a sacrament of our Bishop), Eucharist, Reconciliation, Christian Marriage, and Unction for Healing.   In addition, St. Mary's will offer the service of Christian burial.  Men called to ordination to the Sacred Priesthood might begin their journey here.

 

NPLH does not discriminate on the basis of religious choice in any of our ministries for the public benefit.  For example, families who benefit from our agricultural production need not be Christian or believers of any kind for that matter.   We seek fellowship with everyone, and we pray for anyone.

 

 

 

 

ARTICLE IV

NON-PROFIT NATURE

 

4.01       Non-profit Nature

 

NPLH is organized exclusively for religious and charitable purposes as specified under IRC Section 501(c)(3).  The Corporation is organized to sustain the members of NPLH enabling them to live the common, Apostolic life, and to equip them to carry out their religious and charitable missions.   No part of the net earnings of NPLH shall inure to the benefit of, or be distributable to, its directors, trustees, officers, or other private persons outside our conventual membership, 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 in the purpose clause hereof.

 

Notwithstanding any other provision of this document, the Corporation shall not carry on any other activities not permitted to be carried on by any organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code.

 

NPLH is not organized and shall not be operated for the private gain of any person other than its members, who live in the common life of religious community. Nonetheless, no member of NPLH shall receive a salary, stipend, or any other form of compensation outside of the common benefit of frugal, Apostolic life.  The property of the Corporation is irrevocably dedicated to its religious and charitable purposes.  No part of the assets, receipts, or net earnings of the Corporation shall inure to the benefit of, or be distributed to any other individual. The Corporation may, however, pay reasonable compensation for services rendered, and make other payments and distributions consistent with these Articles.

                                    

 

4.02    Personal Liability

 

No officer or director of this Corporation shall be personally liable for the debts or obligations of NPLH of any nature whatsoever, nor shall any of the property or assets of the officers or directors be subject to the payment of the debts or obligations of this Corporation.

 

 

4.03     Assets and Dissolution

 

(a) Nonprofit Legal Status.  Na Pua Li'i Hermitage, Third Order of St. Francis, Church of St. Mary and the Angels is a seamless non-profit public benefit corporation in Hawai'i, recognized as a tax-exempt charity under Hawai'i State law and as a church by the U.S. Internal Revenue Service.  As such the Corporation governs itself in a way that conforms to Section 501(c)(3) of the Internal Revenue Code.

 

(b) Exempt Activities Limitation.  Notwithstanding any other provision of these Articles or the Corporation's Bylaws, no director, officer, employee, member, or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended.  No part of the net earnings of the Corporation shall inure to the benefit or be distributable to any director of the board, 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 in the Articles of Incorporation and the Bylaws.

 

 (c)  Assets.  All Corporation assets are held equally and in common among Conventual Tertiary members.  No Conventual Tertiary, no member of TNPL, no directors, officers or other private person or individual shall be compelled to make any gift or endowment to the Corporation at the point of its legal creation as a 501(c)(3) organization.   Following creation of NPLH, however, any asset acquired or financial obligation entered into by a member of NPLH shall become the responsibility or possession of all NPLH members equally and in common.

 

That is, any existing asset or financial obligation belonging to a member individually prior to the formation of the Corporation shall continue to be held as individual, private property or as financial responsibility at the discretion of its owner and the discretion of NPLH.  Following creation of NPLH, however, all newly acquired assets or debts and obligations are the common property of NPLH.  Moreover, NPLH shall be responsible for the lodging, feeding, clothing, health care, and other reasonable and customary needs of its members.

 

(d)  Community Earnings.  While NPLH is a religious community whose primary purpose is religious -- public prayer and worship in the context of common life.  NPLH will also function as an agricultural operation whose primary purpose is charitable works.   NPLH will plant, cultivate, and harvest from crops and fruit orchards whose harvests are to be distributed to sustain itself as a community and to assist neighbors in need.   In addition, NPLH will manage and maintain neighboring plantation(s) whose production will inure to the modest needs of the NPLH community and after that to benefit neighbors in need.  Any monetized assets realized from this agricultural work, above and beyond its distributions of food, will be deposited into accounts titled exclusively in the name of NPLH, which accounts are dedicated to the missions described under the Purpose clause (Article III, Section 3.01).

 

Upon creation of Na Pua Li'i Hermitage, Third Order of St. Francis, Church of St. Mary and the Angels, all members shall assign any and all ordinary income, dividends, interest, royalties, or gifts to the Corporation, and these shall be deposited into bank account(s) titled exclusively in the name of Na Pua Li'i Hermitage, Third Order of St. Francis, Church of St. Mary and the Angels.

 

(e)  Community Expenses.  NPLH shall support itself from its own assets paying the reasonable and customary costs of community living (e.g., food stuffs, clothing, auto insurance, medical bills, agricultural and hardware supplies, housewares, utility bills, etc.).   Community expenses shall be substantially underwritten as a consequence of permanent gratis leases of both land and buildings to NPLH, which leases are donated by the Stephen W. Lally Trust of 2001.   These leases expire upon dissolution of NPLH or upon the death of its last living member, whichever comes first.

 

(f) Distribution Upon Dissolution or Departure.  Upon termination or dissolution of NPLH, any assets lawfully available for distribution shall be distributed in equal portions to NPLH members.

 

No member shall have the right to pass any asset of the Corporation to his or her heirs or assigns.

 

 

4.04    Prohibited Distributions

 

No part of the net earnings or properties of this Corporation, upon dissolution or otherwise, shall inure to the benefit of, or be distributable to, its directors, officers or other private person or individual other than its members, 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 in Article III, Section 3.01.

 

 

4.05    Restricted Activities

 

No substantial part of the Corporation’s activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office.

 

 

 

4.06    Prohibited Activities

 

Notwithstanding any other provision of these Articles, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax as an organization described by Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 

 

 

 

ARTICLE V

BOARD OF DIRECTORS

 

5.01   Governance

 

NPLH shall be governed by its Members and by its Board of Directors.   Members shall be responsible for governing the day-to-day operations of the Corporation while a 2/3 vote of a quorum of the Directors shall be required to approve the following:

 

Š          subtractions from, additions to, or revision in the Articles or Bylaws

Š          acceptance of new Members of NPLH

Š          substantial changes in Apostolic ministry

Š          major capital expenditures (> $2,500)

Š          annual budget

 

 

5.02   Directors

 

The initial directors of the Corporation shall be

 

The Rt. Rev’d Keith L. Ackerman, SSC, Keller, TX

Celse A. Berard (Vice President), Washington, MO

Susan N. Berard (Treasurer), Washington, MO

The Rev’d Dr. Stephen W. Lally (President & Secretary), Kapa’au, HI

The Rt. Rev'd Alberto J. Morales, OSB, Bartonville, IL

Andrew F. Reardon, Esq., Marco Island, FL

Raymond A. Yorke, St. Petersburg Beach, FL

 

Board membership shall always include at least one member of NPLH.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ARTICLE VI

MEMBERSHIP

6.01   Membership

 

NPLH shall have three charter members:

 

The Rev'd Sr. Anne, TOSF. (Superior & Treasurer)

The Rev'd Fr. Stephen Lally, TOSF (Vicar, President, & Secretary)

The Rev'd Sr. Martha, TOSF (Hermitage Guardian)

 

The management of the affairs of the Corporation shall be vested in the members locally and in a board of directors for more general decisions, as defined in the Corporation’s bylaws.  

 

ARTICLE VII

AMENDMENTS

7.01   Amendments 

 

Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors. 

 

 

ARTICLE VIII

ADDRESSES OF THE CORPORATION

 

8.01   Corporate Address

 

The address of the Corporation is:

 

Na Pua Li'i Hermitage,

Third Order of St. Francis,

Church of St. Mary and the Angels

54-519 Kapa’au Rd.

Kapa’au, HI  96755

 

The mailing address of the Corporation is:

 

Na Pua Li'i Hermitage,

Third Order of St. Francis,

Church of St. Mary and the Angels

PO Box 481

Kapa’au, HI  96755

 

 

 

 

 

 

ARTICLE IX

appointment of registered agent

 

 

9.01   Registered Agent

 

The registered agent of the Corporation shall be:

 

The Rev’d Dr. Stephen W. Lally, TOSF                   PO Box 481, Kapa’au, HI  96755

 

 

 

 

 

ARTICLE X

INCORPORATOR

 

The incorporators of the Corporation are as follow:

 

The Rev’d Dr. Stephen W. Lally, TOSF                      PO Box 481, Kapa’au, HI  96755

 

 

 

CERTIFICATE OF ADOPTION OF Articles of Incorporation

 

We, the undersigned, do hereby certify that the above stated Articles of Incorporation of NPLH were approved by the board of directors on the 11th day of June, 2016 and constitute a complete copy of Articles of Incorporation of NPLH.

 

                                       

The Rt. Rev’d Keith L. Ackerman, SSC             _______________________________________

1609 Scots Lane, Keller, TX  76248

 

Celse A. Berard                                                   _______________________________________

27 Forest Hills Dr., Washington, MO  63090

 

Susan N. Berard                                                   _______________________________________

27 Forest Hills Dr., Washington, MO  63090

 

The Rev'd Fr. Stephen W. Lally, TOSF    _______________________________________

P.O. Box 481, Kapa'au, HI  96755

 

The Rt. Rev'd Aberto J. Morales, OSB               _______________________________________

Saint Benedict's Abbey

7561 W Lancaster Rd, Bartonville, IL 61607

 

Andrew F. Reardon, Esq.                                    _______________________________________

530 Collier Blvd., Unit #601,  Marco Island, FL  34145

 

Raymond A. Yorke                                              _______________________________________

230 Isle Dr.,  St. Petersburg Beach, FL  33706

 

 

 

 

 

 

 

acknowledgment of conSENT

to APPOINTMENT as REGISTERED AGENT

 

 

I, The Rev'd Dr. Stephen W. Lally, TOSF, agree to be the registered agent for Na Pua Li'i Hermitage, Third Order of St. Francis, Church of St. Mary and the Angels as appointed herein.

 

____________________________     

The Rev'd Dr. Stephen W. Lally, TOSF,  Registered Agent

 

Date: _______________________