Notice is hereby given that on March 19, 2001 the following Articles of Incorporation were filed in the Department of State of the Commonwealth of Pennsylvania for the purpose of organizing a non-profit, educational, literary and research corporation under section 501(c)3 of the Internal Revenue Code. The purpose of this corporation is to conduct all those activities permitted under the Pennsylvania Non-profit Corporation Act of 1988.
Articles of Incorporation of the undersigned, a citizen of the United States, desiring to form a non-profit corporation under the Pennsylvania Non-Profit Corporation Law of 1988, 15 Pa.C.S.A. § 5301, and in compliance with the requirements of 15 Pa.C.S.A. § 5306, does hereby certify:
Section 1.01. Name. The name of the Corporation is "International Institute for Sport and Olympic History."
Section 1.02. The name of this corporation is consistant with the Ted Stevens Olympic and Amateur Sports Act of 1999 § 220506, as the name of the corporation is not intended to cause confusion or mistake, to deceive, or to falsely suggest a connection with the United States Olympic Committee or any Olympic, Paralympic, or Pan-American Games activity, or the International Olympic Committee or any of its activities.
Section 1.03. The Corporation does not intend to use its name for any commercial purpose, for the purpose of trade, to induce the sale of any goods or services, or to promote any theatrical exhibition, athletic performance, or competition, but only for the educational, literary and research purposes stated in these Articles, and those activities permitted under the Pennsylvania Non-Profit Corporation Law of 1988.
Section 2.01. Registered Office and Agent. The name of the registered agent and the street address of the registered office of the Corporation are as follows:
Harvey L. Abrams
PO Box 732
State College, PA 16804
Section 3.01. Purpose. The corporation is incorporated under the Nonprofit Corporation Law of 1988 for the purposes of educational, literary and research activities and for the transaction of any or all lawful business for which non-profit corporations may be incorporated under the laws of Pennsylvania.
Specifically, this corporation is being formed to operate a library and museum devoted to the history of sport, history of the ancient and modern Olympic Games, history of physical education in ancient and modern times, history of recreation, history of dance, sport in art and all related subject areas as determined by the Board of Directors.
Section 3.02. Purpose. The Corporation is organized exclusively for charitable purposes and for the promotion of community welfare. The charitable purposes of the organization includes but are not limited to collecting, preserving and maintaining books, printed matter, film, videos, medals, posters, artwork, collectibles and other material in the library and museum in order to preserve for posterity the historical, cultural and artistic heritage of sport in all times and places, giving public exhibitions both within and outside the museum, conducting or supporting research and publishing in the subject areas of the institution, offering educational activities such as seminars or conferences, and any other activities which further the purposes of the corporation.
Section 3.03. Powers.The Corporation shall have the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, subject to any limitations or restrictions imposed by applicable law or these Articles.
Section 4.01. Non-profit. The corporation does not contemplate pecuniary gain or profit, incidental or otherwise.
Section 5.01. Non-Stock Basis. This corporation is organized upon a non-stock basis.
Section 6.01. Members. The Corporation shall have no members.
Section 7.01. Name and Address. The name and address of the Incorporator of the Corporation is as follows:
Harvey L. Abrams
PO Box 732
State College, PA 16804
Section 8.01. Number. The number of directors of the Corporation shall be not less than three and specified by the Code of Bylaws, which number may be increased or decreased from time to time by amendment of the Bylaws.
Section 8.02. Qualifications. The members of the Board of Directors must be 21 years of age.
Section 9.01. Code of Bylaws. The Board of Directors of the Corporation shall have the sole power to make, alter, amend, or repeal the Bylaws of the Corporation, subject to the restriction that a unanimous vote of the Directors is necessary to take these actions.
Section 9.02. Indemnification. The Corporation shall indemnify a director or officer of the Corporation who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because the director or officer is or was a director or officer of the Corporation against reasonable expenses incurred by the director or officer in connection with the proceeding.
Section 10.01. Limitations. 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 Article Three hereof. 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. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 11.01. Dissolution. In the event of dissolution, either voluntary or involuntary, assets shall be used to pay debts and liabilities of the Corporation. Any remaining assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Any such assets not so disposed of shall be disposed of 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 determine, which are organized and operated exclusively for such purposes.
Section 12.01. Effective date. This corporation will begin to exist on the date the Articles of Incorporation are filed in the Department of State of the Commonwealth of Pennsylvania.
Section 12.02. This corporation is to have perpetual existence.
(Signed) Harvey L. Abrams
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