ARTICLES OF INCORPORATION
OF
American Philosophical Practitioners Association, Inc.
A NEW JERSEY NONPROFIT CORPORATION
The undersigned incorporator, in order to form a nonprofit corporation under the laws of the state of New Jersey, adopts the following Articles of Incorporation:
ARTICLE FIRST
NAME
The name of this corporation is:
American Philosophical Practitioners Association, Inc.
ARTICLE SECOND
REGISTERED AGENT AND OFFICE
The Corporation shall maintain at all times a registered agent for service of process and registered office at the same address within the State of New Jersey. The name of the initially registered agent of this corporation is: Lou Marinoff, and the registered address is: 50 Glenwood Avenue, Suite #710, Jersey City, New Jersey 07306.
ARTICLE THIRD
PURPOSES
The specific purposes for which this corporation is organized are:
The Corporation is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code.
Notwithstanding other provisions of these bylaws, this Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a Corporation, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code.
The Corporation shall be operated for the benefit of the public, to lend support to and further the understanding of philosophical practice in the United States. Activities shall include: (a) education of the lay public and professionals concerning all aspects of philosophical practice throughout the United States, (c) implementation and administration of a certification program for philosophical practitioners, (d) serving as a liaison between practitioners of philosophical practice in the United States and foreign national organizations of similar purposes and interests, and (e) engaging in any other educational and professional activity in furtherance of the advancement of philosophical practice.
ARTICLE FOURTH
PRINCIPAL PLACE OF BUSINESS
The principle place of business of the Corporation is:
City College of New York, 137th Street at Convent Avenue, New York, New York 10031.
ARTICLE FIFTH
MEMBERSHIP
The corporation shall have members. The qualifications, if any, for membership in the organization shall be as set forth in the bylaws. The rights and limitations of the different classes of membership will also be as set forth in the bylaws.
ARTICLE SIXTH
ELECTION OF DIRECTORS
The method of electing directors shall be as set forth in the bylaws.
ARTICLE SEVENTH
FOUNDING BOARD OF DIRECTORS
The first board of directors shall consist of the following directors:
Keith Burkum, Ph.D., Department of Philosophy, Felician College, 260 South Main Street, Lodi, N.J. 07644
Vaughana M. Feary, Ph.D., 237 Parker Drive, Morris Plains, N.J. 07950
Thomas Magnell, Ph.D., Department of Philosophy, Drew University, 36 Madison Avenue, Madison, N.J. 07940
Lou Marinoff, Ph.D., Department of Philosophy, The City College of New York, 137th Street at Convent Avenue, New York, N.Y. 10031
Paul Sharkey, Ph.D., P.O. Box 222, Lancaster, CA 93584
ARTICLE EIGHTH
DURATION
The duration of the corporation shall be indefinite.
ARTICLE NINTH
INCORPORATOR
The name and address of the incorporator is:
Jennifer Chandler Hauge, Esq., Post Office Box 225, Convent Station, NJ 07961
ARTICLE TENTH
DISSOLUTION
Upon dissolution of this corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government for a public purpose.
ARTICLE ELEVENTH
TAX EXEMPT PROVISIONS
Additional provisions for the operation of the corporation are as follows:
(1) Prohibition Against Private Inurement. No trustee, officer, of director of the corporation shall as such receive or become entitled to receive at any time any part of the net earnings or other net income of the corporation, nor shall any part of the net earnings of the corporation inure to the benefit of any person, except as reasonable compensation for services rendered and reimbursements for expenses incurred in conducting its affairs and carrying out its purpose; nor shall the corporation carry on propaganda or otherwise attempt to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), nor shall the corporation participate or intervene in any political campaign on behalf of any candidate for public office.
(2) In any year in which the Corporation is a private foundation:
(a) The corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax law;
(b) The corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax law;
(c) The corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1986, or any corresponding provisions of any subsequent Federal tax laws; and
(d) The corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986, or corresponding provision of any subsequent Federal tax laws.
The undersigned incorporator hereby declares under penalty of perjury that the statements made in the foregoing Articles of Incorporation, set forth in the preceding four pages, are true.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Incorporation this ____ day of April, 1999.
Jennifer Chandler Hauge, Esq. Dated
Attorney At Law, State of New Jersey
