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:

ARTICLE 1. NAME

The name of this corporation is ASCOLTANDO INC.

ARTICLE 2. DURATION

The period of duration for this corporation shall be perpetual or until such time as the Board of Directors shall adopt a resolution recommending that the corporation be dissolved pursuant to the State of Idaho Nonprofit Corporation Act.

ARTICLE 3. PURPOSES

This corporation is organized exclusively for charitable and educational purposes within the meaning of section 501(c)(3). The organization will engage in activities permissible under section 501(c)(3) including: conducting research and educating the public on issues related (but not limited) to:

  • Promotion of Italian Culture and Heritage
  • Assistance to individuals with hearing deficiencies

ASCOLTANDO INC. commits to advocating on behalf of those issues to the extent that no substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation, except as is otherwise provided by section 501(h) of the Internal Revenue Code. No part of any activities of the organization will include participating in or intervening in any political campaign on behalf of or in opposition to any candidate for public office. This corporation is not organized for profit, and no part of the net earnings of this corporation shall inure to the benefit of any member of the Board of Directors or any other individual except that this corporation may make payments of reasonable compensation for services rendered. The corporation shall never be operated for the primary purpose of carrying on a trade or business for profit. Notwithstanding any provision of these Articles of Incorporation, this corporation shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law).

ARTICLE 4. MEMBERS

This corporation shall have one class of members as provided in the Bylaws and pursuant to the State of Idaho Nonprofit Corporation Act.

ARTICLE 5. STOCK

This corporation shall not have authority to issue capital stock.

ARTICLE 6. REGISTERED OFFICE AND AGENT

The address of the initial registered office of this corporation is 1600 Connecticut Avenue, N.W, Washington, D.C. 20009, and the name of its initial registered agent at such address is __________________, residing in the District of Columbia.

ARTICLE 7. AMENDMENTS TO ARTICLES OF INCORPORATION

This corporation reserves the right to amend or repeal, by the affirmative vote of a majority of the members of its Board of Directors, any of the provisions contained in these Articles of Incorporation.

ARTICLE 8. FUNDS AND ASSETS

This corporation shall use its funds only to accomplish the purposes stated in these Articles of Incorporation. Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed
to, and only to, one or more charitable organizations.

ARTICLE 9. DIRECTORS

The manner in which Directors shall be elected or appointed shall be provided in the By-Laws of the corporation. The names and addresses of the persons who are to serve as initial Directors until their successors are elected and qualified are:
NAME ADDRESS

John Smith 1801 Cedar Lane, NW, Washington, DC 20036

Rob Jones 88 Eighth Avenue, New York, NY

Mary Brown 7115 Stone St., Alexandria, VA 22037

ARTICLE 10. INCORPORATORS

The names and addresses of the incorporators are:
NAME ADDRESS

Barbara Jennings 1600 Connecticut Avenue, N.W. Washington, D.C. 20009

Martin Jeffreys 1600 Connecticut Avenue, N.W. Washington, D.C. 20009

Arthur Black 1600 Connecticut Avenue, N.W. Washington, D.C. 20009

ARTICLE 11. BY-LAWS

The Board of Directors shall have the power to adopt, amend or repeal the By-Laws of this corporation. The By-Laws shall govern the operation of this corporation unless any By-Law conflict with these Articles of Incorporation, in which case the Articles of Incorporation shall be controlling.

 

I, _________________, a Notary Public, hereby certify that on the ___________ day of ________________, 2008:

 

______________________________
Barbara Jennings

______________________________

Martin Jeffreys

______________________________

Arthur Black

 

appeared before me and signed the foregoing document as incorporators, and have averred that the statements therein contained are true.
_____________________________

Notary Public

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