CERTIFICATE OF INCORPORATION
OF
OPEN LIBRARY SOCIETY, INC.
Under Section 402 of the Not-For-Profit Corporation Law
Filed by
Thomas Krichel
Palmer School of Library and Information Science
720 Northern Boulevard
Greenvale, NY 11548-1300
USA
CERTIFICATE OF INCORPORATION
OF
OPEN LIBRARY SOCIETY, INC.
Under Section 402 of the Not-For-Profit Corporation Law
The Undersigned, a natural person of the age of eighteen years or
over, for the purpose of forming a corporation pursuant to Section 402
of the Not-For-Profit Corporation Law of the State of New York, does
hereby certify and set forth:
FIRST The name of the
corporation is the OPEN LIBRARY SOCIETY, INC. (hereinafter referred
to as “the Corporation”).
SECOND The Corporation
is a “corporation” as defined in subparagraph (a)(5) of
Section 102 (Definitions) of the Not-For-Profit Corporation Law and
shall be a Type B corporation pursuant to Section 201 of the
Not-For-Profit Corporation Law.
THIRD The Corporation
deals with Digital Documents. For the purpose of this certificate,
Digital Documents are hereby defined as works of academic, artistic
or historical significance if born digital or digital surrogates of
such works or digital data about other aspects of reality that are
related to such works.
The purpose or purposes for which the Corporation is formed are as
follows:
- To promote access to Digital Documents by offering them to the
public over the Internet at no charge;
- To coordinate work by providers of Digital Documents to establish
catalogs of Digital Documents for public access over the
Internet at no charge;
- To hold the copyright to collections of public-access Digital
Documents and to catalogs of Digital Documents in order to
ensure that the copyrighted material remains available for
public access over the Internet at no charge, has liberal usage
conditions attached, and does not become the object of
commercial interest;
- To solicit, collect and otherwise raise money and to expend such
funds in furtherance of the goals and activities of the
Corporation;
- To aid, assist, cooperate, co-sponsor and otherwise engage in
concerted action with private, educational and governmental
organizations and associations on all issues and matters
concerning the provision of public-access Digital Documents and
public-access catalogs of Digital Documents;
- Alone or in cooperation with other persons or organizations to do
any and all lawful things which may be necessary, useful,
suitable or proper for the furtherance, accomplishment or
attainment of any or all of the purposes or powers of the
Corporation. To do any other act or thing incidental or
connected with the foregoing purposes or in advancement thereof,
but not for the pecuniary effort or financial gain of its
directors or officers except as permitted under Article 5 of the
Not-for-Profit Corporation Law.
FOURTH
In furtherance of its corporate purposes, the Corporation shall have
all the general powers enumerated in Section 202 of the Not-For-Profit
Corporation Law, and other such powers as are now or hereafter
permitted by law for a corporation organized for the forgoing
purposes, including, without limitation, the power to solicit grants
and contributions for any corporate purposes and the power to maintain
a fund or funds of real and/or personal property in furtherance of
such purposes.
FIFTH
Notwithstanding any other provisions of these articles, the Corporation
is organized exclusively for one or more of the purposes as specified in
Section 501(c)(3) of the Internal Revenue Code of 1986, and shall not carry on
any activities not permitted to be carried on by an organization exempt from
Federal income tax under the Internal Revenue Code Section 501(c)(3) or
corresponding provisions of any subsequent law.
Nothing herein shall authorize the Corporation, directly or indirectly, to
engage in or include among its purposes, any of the activities mentioned in the
Not-For-Profit Corporation Law, Section 404(b) through (v).
The Corporation is not formed and shall not be conducted nor operated for
pecuniary profit or financial gain. No part of the net earnings of the
Corporation shall inure to the benefit of any member, trustee, director, or
officer of the Corporation or any private individual, except that reasonable
compensation may be paid for services rendered to or for the Corporation. No
member, trustee, officer of the Corporation or any private individual shall be
entitled to share in the distribution of any assets on dissolution of the
Corporation.
No substantial part of the activities of the Corporation shall be carrying on
propaganda, or otherwise attempting to influence legislation (except as
otherwise provided by Internal Revenue Code Section 501 (h)) or participating
in, or intervening in (including the publication or distribution of
statements), any political campaign on behalf of any candidates for public
office.
Nothing herein shall authorize the Corporation to engage in the practice of
law, except as provided by subdivision 7 of Section 495 of the Judiciary Law,
or of any of the professions designated in Title VIII of the Education Law, or
to conduct a school of any such professions.
Nothing herein shall authorize the Corporation to operate or maintain a charter
school, nursery school, kindergarten, elementary school, secondary school,
institution of higher education, cable television facility, educational
television station pursuant to Section 236 of the Education Law, museum, or
historical society, or to maintain a historic site, or to grant degrees.
SIXTH
In any taxable year in which the Corporation is a private foundation as
described in Section 509(a) of the Internal Revenue Code of 1986, the
Corporation shall distribute its income for said period at such time and manner
as not to subject it to tax under Section 4942 of the Code; and the Corporation
shall not
- engage in any act of self-dealing as defined in Section 4941(d) of the
Code;
- retain any excess business holdings as defined in Section 4943(c) of the
Code;
- make any investments in such manner as to subject the Corporation to tax
under Section 4944 of the Code; or
- make any taxable expenditures as defined in Section 4945(d) of the Code
or corresponding provisions of any subsequent Federal tax laws.
SEVENTH
The offices of the Corporation are to be located in the county of
Nassau.
EIGHTH
The names and addresses of the initial directors of the Corporation are
as follows:
José Maunel Barrueco Cruz
Biblioteca de Ciéncies Socials “Gregori Maians”
Campus dels Tarongers s/n
46071 València
Spain
William L. Goffe
Department of Economics
431 Mahar Hall
SUNY Oswego
Oswego, NY 13126
USA
Thomas Krichel
Palmer School
720 Northern Boulevard
Greenvale, NY 11548-1300
USA
NINTH
The Secretary of State is designated as agent of the Corporation upon
whom process against it may be served. The post office address to which the
Secretary of State shall mail a copy of any process against the Corporation
served upon him is:
c/o Thomas Krichel
Palmer School
720 Northern Boulevard
Greenvale, NY 11548-1300
USA
TENTH In the event of
dissolution, all of the remaining assets and property of the
Corporation shall, after payment of all necessary expenses thereof,
be distributed to organizations that qualify under Section 501(c)(3)
of the Internal Revenue Code of 1986, or corresponding provisions of
any subsequent Federal tax laws, or to the Federal government, or
State or local governments for a public purpose, subject to the
approval of a Justice of the Supreme Court of the State of New York.
IN WITNESS WHEREOF, this certificate has been subscribed to this
second day of February 2006 by the Undersigned who affirms that the
statements made herein are true under penalties of perjury.
Thomas Krichel, INCORPORATOR
