FIRST: The name of this corporation is Open Root Server Confederation, Inc.
SECOND: Its registered office in the State of Delaware is to be located at:
3431 Hillock Lane
New Castle County
Wilmington Delaware, 19808
The registered agent in charge thereof is John B. Berryhill at the same address.
THIRD: The nature of the business and the objects and purposes proposed to be transacted, promoted and carried on, are to do any and all the things herein mentioned, as fully and to the same extent as natural persons might or could do, in any part of the world. This is a non-stock, non-profit corporation. The purpose of the corporation is to engage in any lawful act or activity for which non-profit corporations may be organized under the General Corporation Law of Delaware. Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). FOURTH: The corporation shall not have any capital stock, and the conditions of membership shall be stated in the By-Laws. FIFTH: The name and mailing address of the Incorporator is: John B. Berryhill
3431 Hillock Lane
Wilmington, DE 19808
SIXTH: The powers of the Incorporator are to terminate upon filing of the Certificate of Incorporation, and the name and address of the person who is to serve as Director until his successors are elected are as follows:
17301 Drey Lane
Huntington Beach, California 92647
SEVENTH: The activities and affairs of the corporation shall be managed by a Board of Directors. The number of directors which shall constitute the whole Board shall be such as from time to time shall be fixed by, or in the manner provided in the By-Laws, but in no case shall the number be less than one. The directors need not be members of the corporation unless so required by the By-Laws or by Statute. The Board shall be elected by the members of the corporation to be held on such date as the By-Laws may provide, and shall hold office until their successors are respectively elected and qualified. The By-Laws shall specify the number of directors necessary to constitute a quorum. The Board may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees which, to the extent provided in said resolution or resolutions or in the By-Laws of the corporation, shall have and may exercise all the powers of the Board in the management of the activities and affairs of the corporation. They may further have power to authorize the seal of the corporation to be affixed to all papers which may require it; and such committee or committees shall have such name or names as may be stated in the By-Laws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors. The directors of the corporation may, if the By-Laws so provide, be classified as to term of office. The corporation may elect such officers as the By-Laws may specify, subject to the provisions of the Statute, who shall have titles and exercise such duties as the By-Laws may provide. The Board of Directors is expressly authorized to make, alter, or repeal the By-Laws of this corporation. This corporation may in its By-Laws confer powers upon its Board of Directors in addition to the foregoing, and in addition to the powers and authorities expressly conferred upon them by the Statute. This is true, provided that the Board of Directors shall not exercise any power of authority not conferred herein or by Statute upon the members.
EIGHTH: Meetings of the members may be held without the State of Delaware, and in the manner as may be provided in the By-Laws. The books of the corporation may be kept (subject to any provisions contained in the Statutes) outside the State of Delaware at such place or places as may be from time to time designated by the Board of Directors.
NINTH: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors, 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 carry on any activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or by a corporation to which contributions are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
TENTH: Upon the dissolution of the corporation, the Board shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization(s) operated exclusively for charitable, educational , religious, or scientific purposes as shall at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Law) as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas for the County of New Castle, Delaware, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such designated purposes. ELEVENTH: The corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Corporation, in the manner now or hereafter prescribed by Statute, and all rights conferred upon members herein are granted subject to their reservation. TWELFTH: Directors of the corporation shall not be liable to either the corporation or its members for monetary damages for a breach of fiduciary duties unless the breach involves: (1) a Director's duty of loyalty to the corporation or its members; (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) a transaction from which the Director derived an improper personal benefit.
I, THE UNDERSIGNED, being each of the incorporators and the registered agent hereinbefore named, for the purpose of forming a non-profit corporation pursuant to Chapter 1 of Title 8 of the Delaware Code, do make this certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand thisday of , A.D. 1998; John B. Berryhill
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