ARTICLES OF INCORPORATION
OF ASCOLTANDO INC.

ARTICLE I: NAME

The name of the corporation is Ascoltando Inc. (hereinafter referred to as "the Corporation").

ARTICLE II: DURATION

The Corporation shall have perpetual existence unless legally dissolved in accordance with Idaho law.

ARTICLE III: PURPOSE

This Corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (hereinafter "IRC"), or the corresponding provision of any future federal tax law. The specific purposes of the Corporation include, but are not limited to:

  • Promoting classical music and Italian culture.

  • Providing assistance and advocacy for individuals suffering from hearing loss.

  • Conducting educational programs, concerts, and community outreach initiatives.

  • Engaging in any other lawful activities permitted under Idaho nonprofit corporation law.

ARTICLE IV: NONPROFIT STATUS & RESTRICTIONS

4.1 Nonprofit Nature

  • The Corporation is organized as a nonprofit public benefit corporation and shall not engage in any activities that would jeopardize its tax-exempt status under IRC Section 501(c)(3).

4.2 Restrictions on Activities

  • No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, 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 tax-exempt purposes.

  • The Corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office.

  • The Corporation shall not engage in any substantial lobbying activities inconsistent with Section 501(c)(3) of the IRC.

ARTICLE V: REGISTERED AGENT

The registered agent of the Corporation shall be:
Registered Agents Inc
784 S. Clearwater Loop STE R
KOOTENAI COUNTY
Post Falls, ID, 83854, USA

ARTICLE VI: INCORPORATOR

The incorporator of the Corporation is:

Name: Luciano Marazzo
Address: 1141 J Street, Eureka, CA, 95501

ARTICLE VII: BOARD OF DIRECTORS

7.1 Governance & Minimum Requirements
The Corporation shall have a Board of Directors responsible for governance and oversight. The Board shall consist of at least three (3) directors, as required by Idaho Code § 30-30-601.

7.2 Initial Directors
The original founding directors of the Corporation are:

  • Luciano Marazzo (Founder & President)

  • Lael Mark (Secretary)

  • Kevin Valenzuela (Treasurer)

7.3 Appointment & Powers

  • The Founder, Luciano Marazzo, shall have the authority to appoint and remove directors at his discretion.

  • The Board shall act as an advisory and governing body, ensuring financial compliance and strategic planning.

ARTICLE VIII: MEMBERSHIP

The Corporation shall not have members. Governance and decision-making shall be conducted solely by the Board of Directors and the Founder.

ARTICLE IX: TAX-EXEMPT COMPLIANCE & DISSOLUTION

9.1 Compliance with Federal and State Tax Law

  • The Corporation shall operate in compliance with Section 501(c)(3) of the Internal Revenue Code and applicable Idaho laws governing nonprofit corporations.

9.2 Dissolution Clause

  • In the event of dissolution, all remaining assets shall be distributed exclusively to another 501(c)(3) nonprofit organization aligned with the Corporation’s mission, as required by Idaho Code § 30-30-1105.

ARTICLE X: INDEMNIFICATION

To the fullest extent permitted by law, the Corporation shall indemnify its directors, officers, employees, and agents against liabilities arising from their duties performed on behalf of the Corporation, except in cases of gross negligence or willful misconduct.

ARTICLE XI: AMENDMENTS

11.1 Authority to Amend

  • The Founder retains sole authority to amend, repeal, or modify these Articles of Incorporation at any time, provided such amendments do not violate federal or Idaho nonprofit laws.

  • The Board of Directors may submit amendment proposals for consideration, though final approval remains with the Founder.

ARTICLE XII: EMPLOYER IDENTIFICATION NUMBER (EIN)

The Corporation is assigned the following Employer Identification Number (EIN) by the IRS: 47-4710816.

CERTIFICATION

The undersigned incorporator certifies that these Articles of Incorporation have been executed in accordance with Idaho law and are submitted for filing with the Idaho Secretary of State.

Dated: 09/15/2015

Incorporator:
✍️ Luciano Marazzo
📍 Address: 1141 J Street, Eureka, CA, 95501
📅 Date: 09/15/2015

 

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