[version 1.0 | 28 Jan 2000]
The undersigned, all natural persons competent to contract and citizens of the United States over 21 years of age, hereby make and adopt the following Articles of Incorporation for a nonprofit corporation under applicable laws of the State of [to be determined].
The name of the corporation is MEDIAPEDE, INCORPORATED.
The term of the corporation is perpetual.
The corporation is organized on a nonprofit, nonstock basis.
- The corporation is organized exclusively for charitable, educational, scientific and literary purposes as specified under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States federal tax code (hereafter referred to as the IRC), including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under the IRC.
- The specific purposes of this corporation are:
- to improve and extend the study and understanding of communications media worldwide through the collaboration of a broad range of people and institutions; and
- to take any other actions and engage in any other activities necessary and proper to fulfill the above purposes.
- Nondiscrimination: To the best of its ability in all its business and activities, Mediapede shall not discriminate against any person or organization on the basis of color, economic class, ethnicity, gender, language, nationality, physical disability, political affiliation, race, religion, or sexuality.
- Public Access: To the best of its ability, Mediapede shall promote and allow wide public access to information about its policies, business proceedings, and activities.
- IRC Limitations: Notwithstanding any other provisions of these Articles, the corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under IRC Section 501(c)(3), or (b) by a corporation, contributions to which are deductible under IRC Section 170(c)(2).
- Prohibition Against Private Inurement: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors, trustees, officers, 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 its purposes.
- Prohibition Against Self-Dealing: The corporation shall not engage in any act of self-dealing as defined in the IRC.
- Private Foundation Requirements and Restrictions: During any period in which the corporation is treated as a private foundation as defined in IRC Section 509(a), it shall maintain the following practices:
- distribute its income for said period at such time and manner as not to subject it to tax under IRC Section 4942;
- not engage in any act of self-dealing as defined in IRC Section 4941(d);
- not retain any excess business holdings as defined in IRC Section 4943(c);
- not make any investments in such manner as to subject itself to tax under IRC Section 4944; and
- not make any taxable expenditures as defined in IRC Section 4945(d).
- Political Activity Restrictions: No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by IRC Section 501(h)), and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements), a political campaign on behalf of, or in opposition to, any candidate for public office.
- Restriction to Purposes: Notwithstanding any other provision of these Articles, the corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of its purposes as set forth in Article 4 hereof.
- Bylaws of the corporation, as duly adopted or from time to time altered, amended, or repealed by the Board of Directors, shall set forth provisions for the regulation of the internal affairs of the corporation, including:
- the composition and the manner for election of the Board;
- the composition and powers of committees of the Board or its directors;
- the manner of selection, designations, qualifications, and duties of officers of the corporation; and
- any such other matters as may be designated by the Board.
- Any action to be taken at a meeting of the Board may be taken without a meeting if a written consent or consents, setting forth the action so taken, shall be signed by the number of directors necessary to authorize or take action at a meeting at which all directors entitled to vote were present and voted.
- Meetings of the Board may be held via any form of telecommunication or by other means as set forth in the Bylaws or as otherwise designated by the Board.
- The corporation may have one or more classes of members.
- The designation of such class or classes of members, the manner of their election or appointment, and the qualifications and rights of the members of each class shall be as set forth in the Bylaws.
Limitation of director liability shall be as set forth in the Bylaws.
The names and addresses of the corporation’s initial Board of Directors are:
[to be determined]
- Amendments to these Articles may be proposed by any voting director of the corporation, as long as such proposed amendments are provided to the Board in accordance with procedures as set forth in the Bylaws.
- These Articles may be amended by a vote of the Board, with such vote carried out in accordance with procedures as set forth in the Bylaws.
- In the event of the dissolution or final liquidation of the corporation, the Board shall, after paying or making provision for the payment of all the lawful debts and liabilities of the corporation, distribute all remaining assets of the corporation exclusively to one or more of the following categories of recipients as the Board shall designate:
- A nonprofit organization or organizations which may have been created to succeed the corporation, as long as such organization or each of such organizations is organized and operated exclusively within the meaning of IRC Section 501(c)(3).
- A nonprofit organization or organizations having similar purposes as the corporation as set forth in these Articles, as long as such organization or each of such organizations is organized and operated exclusively within the meaning of IRC Section 501(c)(3).
- Any such assets not so disposed of shall be disposed of in accordance with the purposes of the corporation as set forth in these Articles by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall designate, which are organized and operated exclusively for such purposes.
[to be determined]
The name and address of the incorporator is:
[to be determined]
- Should any of the provisions of these Articles be held unenforceable or invalid for any reason, the remaining provisions and portions of these Articles shall be unaffected by such holding.
- All references in these Articles to a section or sections of the Internal Revenue Code or IRC shall be to sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding portions of any future federal tax code.
IN WITNESS WHEREOF, the incorporator of the above-named nonprofit corporation attests that the matters set forth above are true to his/her knowledge and he/she signs the same freely and voluntarily on this [date] day of [month], [year].
/s/[to be determined]