|
Articles
of the
FIRST: The name of the proposed corporation (hereinafter called the "corporation") is AMERICAN MENSA, LTD. SECOND: The corporation is a corporation as defined in subparagraph (a) (5) of Section 102 of the Not-for Profit Corporation Law, and a Type B corporation as defined in Section 201 thereof. THIRD: The purposes for which the corporation is to be formed are: a) To engage, on a voluntary basis and free of charge, in research in behavioral science in the State of New York, elsewhere in the United States of America and in other places where such research may be conducted. b) To provide, on a voluntary basis and free of charge, test panels of persons of high intelligence quotient for research projects conducted by institutions of higher learning, foundations or other organizations engaged in such research. c) To promote, on a voluntary basis and free of charge, social and professional contact between persons of high intelligence quotients. d) To exchange information, through the International General Committee of MENSA, having headquarters n London, Great Britain, with affiliated organizations in foreign countries composed of persons of high intelligence quotient. e) To purchase, acquire, receive, hold, use, convey, own, sell, mortgage, pledge, lease and otherwise acquire and dispose of property of every kind and nature, real and personal or mixed, for any one or more of the purposes of the corporation. f) To obtain funds or gifts needed for any of the purposes of the corporation by voluntary subscriptions or otherwise in conformity with the laws of the State of New York. g) To contract with others and to employ agents, employees and servants and to make and perform contracts, leases, licenses and agreements for any lawful purpose for or incidental to the performance of its purposes. h) To borrow money and to mortgage, pledge and otherwise transfer or hypothecate any and all of its property - real, personal or mixed - as security therefor. i) To have all the rights, privileges and powers now or hereafter conferred by the laws of the State of new York upon corporations organized under the Not-for Profit Corporation Law or under any act amendatory thereof or supplemental thereto or substituted therefor; to do and perform all acts and things necessary, convenient or proper and desirable for the accomplishment of the purposes or the attainment of the objects hereinbefore set forth insofar as the same may be lawful under the laws of the State of New York. FOURTH: No part of the earnings of the corporation shall inure to the benefit of any individual. No member, officer or employee shall receive or be lawfully entitled to receive any pecuniary profit from the operations of the corporation, except reasonable compensation for services actually rendered in effecting one or more of its purposes. In the event of dissolution, liquidation, or winding up of the corporation; no member, officer or employee shall be entitled to receive distribution of any of the corporate assets and the same shall be disposed of by the directors pursuant to law for such nonprofit purpose or purposes as they shall in their absolute discretion select or as the Supreme Court may direct. FIFTH: The territory in which the operations of the corporation are to be principally conducted is the territory of the United States of America. SIXTH: The office of the proposed corporation is to be maintained in New York City, in the County and State of New York. Amended June 1, 1989 as follows: The office of the Corporation shall be maintained in Brooklyn, in the County of Kings and State of New York. SEVENTH: The post-office address to which the Secretary of State shall mail a copy of any notice required by law is: 50 East 42nd Street, New York, N.Y. 10017. Amended February 2, 1976 to change the address to Suite 1R, 1701 West Third Street (Kings County), Brooklyn, NY 11223 Amended June 1, 1979 as follows: The Secretary of State of the State of New York is hereby designated the agent of the corporation upon whom process against it may be served. The post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him as agent of the corporation is 2626 East 14th Street, Brooklyn, NY 11235-3992. Amended July 19, 1995 as follows: To change the post office address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served on him from 2626 E. 14th St., Brooklyn, NY 11235 to c/o CT Corporation System, 1633 Broadway, New York, NY 10019 as its registered agent in New York upon whom all process against the corporation may be served. Amended September 16, 1999 to change the address of CT Corporation System to 111 Eighth Avenue, New York, New York 10011 EIGHT: The number of the directors of the corporation is to me not less than five nor greater than twenty. Amended December 17, 1979 as follows: The number of directors of the corporation is to be not less than five nor greater than thirty. The manner in which this amendment to the Certificate of Incorporation was authorized was by vote of the membership, 5,710 for to 414 against, in May, 1979. NINTH: The names and post-office addresses of the directors of the corporation until the first annual meeting are set forth below:
TENTH: Nothing herein shall authorize this corporation, directly or indirectly, to engage in or include among its purposes any of the activities mentioned in Not-For-Profit Corporation Law, Section 404, or Social Services Law, Section 35, except as defined in paragraph (d) of said Section 404. ELEVENTH: No part of the activities of the corporation shall be carrying on propaganda, or otherwise attempting to influence legislation, or participating in, or intervening in (including the publication or distribution of statements), any political campaign of bahalf of any candidate for public office. TWELFTH: In the event of dissolution, all of the remaining assets and property of the corporation shall after necessary expenses thereof be distributed to such organizations as shall qualify under Section 501 (c) 3 of the Internal Revenue Code of 1954 amended, subject to an order of a Justice of the Supreme Court of the State of New York. THIRTEENTH: The corporation shall distribute its income for each taxable year at such time and in such manner as not to subject it to tax under Section 4942 of the Internal Revenue Code of 1954, as amended, and the corporation shall not (a) engage in any act of self-dealing as defined in Section 4941 [d] of the Code; (b) retain any excess business holdings as defined in Section 4943[c] of the Code; (c) make any investments in such manner as to subject the corporation to tax under Section 4944 of the Code; or (d) make any taxable expenditures as defined in Section 4945 [d] of the Code. FOURTEENTH: Whenever members of the corporation are authorized by the Bylaws or required by the Not-For-Profit Corporation Law to vote on corporation matters, a minimum of one hundred (100) members must vote in order for such action to be valid. FIFTEENTH: Whenever members of the corporation are authorized by the Bylaws or required by the Not-For-Profit Corporation Law to vote on corporation matters, the members may act by written consent and without a meeting provided that a majority of written votes cast on the matter support taking such action and that a minimum of one hundred (100) members vote on the matter. |