Wesbury/Newcorp/Articles



Applicant's Acct. No.      Filed this        day of               , A.D. 2008.

Commonwealth of Pennsylvania

                             Department of State

COMMONWEALTH OF PENNSYLVANIA

    DEPARTMENT OF STATE

      CORPORATION BUREAU    Secretary of the Commonwealth

ARTICLES OF INCORPORATION

of

THE SOCIETY FOR RICOEUR STUDIES

In compliance with the requirements of the Nonprofit Corporation Law of 1988, 15 Pa.C.S.

§ 5301 et seq., as amended, the undersigned, desiring to incorporate a nonprofit corporation, hereby certifies that:

1. Name. The name of the corporation is The SOCIETY FOR RICOEUR STUDIES (the “Society”).

2. Registered Office. The location and post office address of the initial registered office of the Society in this Commonwealth is University of Pittsburgh, 3900 Forbes Avenue, Pittsburgh, PA 15260.

3. Organization. The Society is incorporated under the provisions of the Nonprofit Corporation Law of 1988.

4. Purposes. The purposes for which the corporation is organized are exclusively charitable, scientific or educational within the meaning of § 501(c)(3) of the Internal Revenue Code of 1986, as amended, including without limitation, all purposes, powers and privileges conferred upon the corporation by the Pennsylvania Nonprofit Corporation Law of 1988, 15 Pa.C.S., §§ 5101 through 5989, as amended, as well as for the specific purpose of critical engagement with and extension of

the work of philosopher Paul Ricoeur.

5. Pecuniary Gain or Profit. The Society does not contemplate pecuniary gain or profit, incidental or otherwise.

6. Nonstock Basis. The Society is organized on a nonstock basis.

7. Members. The Corporation is a membership corporation.

8. Incorporator. The name and post office address of the Incorporator is:

Professor George Taylor

University of Pittsburgh

3900 Forbes Avenue

Pittsburgh, PA 15260

9. Management. The management of the Society is vested in a Board of Directors in the specific number to be fixed by the Bylaws and to be selected and constituted, from time to time, as provided in the Bylaws of the Society.

10. Dissolution. In the event of dissolution, liquidation or termination of the Society, the Board of Directors shall, after paying or making provisions for the payment of all the costs and liabilities thereof, distribute the remaining assets of the Society to another charitable organization or organizations as the Board of Directors in its sole discretion, shall select; provided, however, that such organization or organizations shall qualify, at the time of the distribution, as an organization or organizations described in § 501(c)(3) of the Internal Revenue Code of 1986, as amended, and none of the assets shall be distributed to any Officer or Director of the Society or to any private person.

11. Personal Liability of Directors. To the fullest extent that the laws of the Commonwealth of Pennsylvania currently in effect, or as thereafter amended, permit elimination or limitation of the liability of Directors, no Director of the Society shall be personally liable for monetary damages as such for any action taken, or any failure to act, as a Director. Any amendment or repeal of this Article or adoption of any Bylaw which has the effect of increasing Director liability shall operate prospectively only and shall not affect any action taken, or any failure to act, prior to its adoption.

12. Exempt Organization; Earnings.

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

(b) No part of the net earnings of the Society shall inure to the benefit of or be distributable to its Directors, Officers or other private persons except that the Society 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 herein.

(c) Notwithstanding any other provisions set forth herein, the Society shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax laws, or (ii) by a corporation, contributions to which are deductible for Federal income tax purposes.

13. Code. References in these Articles to a section of the Code shall be construed to refer both to such section and to the regulations promulgated thereunder, as they now exist or may hereafter be amended, and to the corresponding provisions of any future federal tax code and the regulations thereunder.

IN TESTIMONY WHEREOF, the Incorporator has signed these Articles of Incorporation this ______ day of ________________ 2008.

____________________________________

George Taylor

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