501(c)(3) Articles of Incorporation

We, the undersigned natural persons, of the age of eighteen years or more, acting as Incorporators of a corporation pursuant to the NONPROFIT CORPORATION ACT (D.C. Code, Title 29, Chapter 3), do adopt the following Articles of Incorporation:

ARTICLES OF INCORPORATION OF ASCOLTANDO INC. Pursuant to the provisions of the Idaho Nonprofit Corporation Act, the undersigned incorporator, Luciano Marazzo, hereby adopts the following Articles of Incorporation for the formation of a non-profit corporation to be known as Ascoltando Inc.

ARTICLE I: NAME

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

ARTICLE II: PURPOSE

The Corporation is a non-profit corporation organized under the Idaho Nonprofit Corporation Act and shall be subject to all laws and regulations of the Idaho Nonprofit Corporation Act and the laws of the State of Idaho.

ARTICLE III: PURPOSE

The Corporation is organized exclusively for charitable and educational. The Corporation is organized and operated exclusively for the purposes of promoting Italian culture and providing assistance to those who suffer from hearing loss. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, 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 the purposes set forth in the Articles. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

ARTICLE IV: INCORPORATOR

The Corporation shall have one (1) incorporator, Luciano Marazzo, who shall have sole and exclusive authority to modify the Articles of Incorporation and bylaws. Furthermore, Luciano Marazzo is the only one capable to appoint and remove members of the Board of Directors. Luciano Marazzo shall have the power to supersede the authority of any other person in the Corporation. This is in accordance with the laws of the State of Idaho.

ARTICLE V: MEMBERS

The Corporation shall have members. The members shall have no voting rights, shall not be responsible for the debts, liabilities or obligations of the Corporation, and shall not be entitled to the distribution of the Corporation’s assets. The Board of Directors may establish classes of members and may fix the criteria for admission to each class. The Board of Directors may also prescribe the rights, privileges, and duties of each class of members. The Board of Directors may increase or decrease the number of members or the classes of members, or change or repeal the criteria for admission to each class. Each member shall be entitled to notice of all meetings of the members.

ARTICLE VI: MEETINGS

The Board of Directors may choose to hold meetings while traveling or online if necessary, and the Corporation's principal office need not be a fixed physical location. The Corporation's principal office may be a virtual office, or other online setting, and the Board of Directors may choose to meet in person, via conference call, or by video conference, as the Board of Directors deems appropriate. The Board of Directors may also choose to communicate by email, or other electronic means, and may conduct business without the need for a physical location. The Board of Directors may, however, choose to designate a physical office in the State of Idaho, if deemed necessary.

ARTICLE VII: CHAPTERS

The offices and chapters opened in those different states shall be all governed with the same bylaws as the bylaws governing the original office or chapter opened in the State of Idaho. Furthermore, the Board of Directors may from time to time amend the bylaws governing any office or chapter in any state, provided that any such amendments shall be binding upon all offices and chapters of the Corporation. Chapters shall be established in any state where the Corporation has more than three members and shall be open to any member of the Corporation who is a resident of that state. Each chapter shall be headed by a president, who shall be appointed by the Board of Directors, and the president shall oversee the operations of the chapter and report the same to the Board of Directors. The Board of Directors shall have the authority to designate the authority and duties of the president, as well as the other officers and members of the chapter. All officers and members of the chapter shall be subject to the bylaws of the Corporation, and shall be responsible for carrying out the duties of the chapter consistent with such bylaws.

ARTICLE VIII: SEAL

The Corporation shall have the power to adopt, use and alter at will a corporate seal and to adopt and alter at will a corporate logo.

ARTICLE IX: POWERS

The Corporation shall have all of the powers granted to non-profit corporations under the laws of the State of Idaho and all of the powers necessary or convenient to carry out its purposes.

ARTICLE X: DURATION

The Corporation shall have perpetual duration, unless sooner dissolved in accordance with the laws of the State of Idaho.

ARTICLE XI: DIRECTORS

The number of Directors of the Corporation shall be such number as may be fixed from time to time by the Board of Directors. The Board of Directors shall have the power to appoint and remove officers and agents of the Corporation and to delegate to such officers and agents such powers and duties as the Board of Directors may determine.

ARTICLE XII: BORROWING

The Corporation shall have the authority to borrow money, to issue bonds, notes and other evidences of indebtedness, and to secure the payment of any such bonds, notes and other evidences of indebtedness by mortgage, pledge, or other lien upon all or any part of its property or assets, real or personal.

ARTICLE XIII: EXCHANGES

The Corporation shall have the power to purchase, receive, take by grant, gift, devise, bequest, or otherwise, own, hold, improve, employ, use, and otherwise deal in and with, real or personal property or any interest therein, wherever situated.

ARTICLE XIV: PROPERTY

The Corporation shall have the power to sell, convey, mortgage, pledge, lease, exchange, or otherwise dispose of all or any part of its property and assets. ARTICLE XV The Corporation shall have the power to make donations for the public welfare or for charitable, scientific, literary or educational purposes. ARTICLE XVI The Corporation shall have the power to do all such other lawful acts and things as are incident to, or necessary or convenient to, the conduct, promotion and attainment of the purposes for which the Corporation is organized.

ARTICLE XVII: CAPITAL STOCK

The Corporation shall not have authority to issue capital stock.

ARTICLE XVIII: ISSUING

The Corporation shall not have authority to issue shares, certificates, or other written evidences of the ownership of capital stock.

ARTICLE XIX: CERTIFICATES OF MEMBERSHIP

The Corporation shall not have authority to issue certificates of membership.

ARTICLE XX: CERTIFICATES OF BENEFICIAL INTEREST

The Corporation shall not have authority to issue certificates of beneficial interest.

ARTICLE XXI: CERTIFICATES OF BENEFICIAL OWNERSHIP

The Corporation shall not have authority to issue certificates of beneficial ownership.

ARTICLE XXII: CERTIFICATES OF PARTNERSHIP INTEREST

The Corporation shall not have authority to issue certificates of partnership interests.

ARTICLE XXIII: CERTIFICATES OF CORPORATE INTEREST

The Corporation shall not have authority to issue certificates of corporate interests.

ARTICLE XXIV: ASSETS

The Corporation shall not have authority to issue certificates of beneficial interest in the assets of the Corporation.

ARTICLE XXV: INDEMNITY

The Corporation shall have the authority to indemnify its Directors, Officers, Employees and Agents to the full extent permitted by the Idaho Nonprofit Corporation Act.

ARTICLE XXVI: INSURANCE

The Corporation shall have the authority to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, Employee or Agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, Employee or Agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the Idaho Nonprofit Corporation Act.

ARTICLE XXVII: CONTRACTS

The Corporation shall have the authority to make and enter into any and all contracts and other arrangements which may be necessary, useful, suitable or proper for the furtherance of the purposes of the Corporation and to do anything necessary, useful, suitable or proper to carry out the foregoing powers.

ARTICLE XXVIII: AMENDMENTS

The Corporation shall have the authority to amend, alter, change or repeal the Articles of Incorporation in accordance with the Idaho Nonprofit Corporation Act.

ARTICLE XXIX: AUTHORITY

The Corporation shall have the authority to exercise all powers and privileges conferred upon non-profit corporations organized under the Idaho Nonprofit Corporation Act.

 

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation this ____ day of ________, 20___. _______________________________

 

Luciano Marazzo,
Incorporator