THE ARRL FOUNDATION, INC.
"for the advancement of amateur radio"
CERTIFICATE OF INCORPORAT1ON
We, the incorporators, certify that we hereby associate ourselves as a body
politic and corporate under the Nonstock Corporation Act of the State of
Connecticut.
- The name of the corporation is The ARRL Foundation, Inc.
- The nature of the activities to be conducted, or the purposes to be promoted
or carried out by the corporation, are as follows:
To operate exclusively for charitable, educational and scientific purposes
entitling the corporation to exemption under the provisions of Section
501(c)(3), and more specifically, to study and contribute to the development of
amateur satellite programs and other innovative programs related to the purposes
of The American Radio Relay League, Inc.
The corporation shall not do anything forbidden under Section 170(c)(2) with
respect to corporations qualified to receive contributions which are deductible
under said section. No part of the net earnings of the corporation shall ever
inure to the benefit of any individual and no part of the activities of the
corporation shall ever include participation in any political campaign on behalf
of any candidate for public office. A substantial part of the activities of the
corporation will not be legislative in nature.
If the corporation shall be or become a private foundation as such term is
defined by Section 509, then the corporation shall be required to distribute its
income for each taxable year at such time and in such manner as not to subject
it to tax under Section 4942, and the corporation shall be prohibited from
engaging in any act of self-dealing (as defined in Section 4941(d), from
retaining any excess business holdings (as defined in Section 4943(c)), from
making any investments is such manner as to subject the corporation to tax under
Section 4944, and from making any taxable expenditures (as defined in Section
4945(d)).
As used in this paragraph 2, the references to certain sections are to those
sections of the Internal Revenue Code of 1954, or the corresponding provision of
such other revenue laws of the United States as shall be in force from time to
time.
- The corporation is nonprofit. No part of the corporation's income or assets
shall be distributable to its directors, officers or any individual, and the
corporation shall not have or issue shares of stock or pay dividends; provided,
that nothing herein shall restrict the right of the corporation to reasonably
compensate its officers, directors or any individual for services rendered to
the corporation.
- Pursuant to the provisions of the General Statutes of Connecticut, Title 33,
Chapter 600, Section 458, the corporation shall have no members; and the
corporation shall operate under the management of its Board of Directors.
Initially, the Board of Directors shall consist of three (3) Directorships. The
first Board shall be elected by the incorporators at the Organization Meeting of
the corporation. At the First Annual Meeting of the Board of Directors, in
January, 1974, the Board of Directors shall be increased to nine (9)
Directorships. The Directors of The American Radio Relay League, Inc., shall, by
a majority vote, elect the nine (9) Directors to commence serving as Directors
at said First Annual Meeting of Directors, with three (3) of said Directors
elected for a term of one (1) year, three (3) of said Directors elected for a
term of two (2) years and three (3) of said Directors elected for a term of
three (3) years. Thereafter, upon the expiration of the term of each Director,
the Directors of The American Radio Relay League, Inc. shall, by a majority
vote, elect a successor Director of the corporation for a term of three years.
Directors may be removed at any time by the Board of Directors of The American
Radio Relay League, Inc. Vacant Directorships shall be filled for the unexpired
term of such Directorships by the Board of Directors of The American Radio Relay
League, Inc. A majority of the Directorships of the corporation shall always be
held by persons who are Directors of the American Radio Relay League, Inc.
- The Certificate of Incorporation and the By-Laws of the corporation may be
amended by majority vote of the Directors of The American Radio League, Inc.
provided any provision in the Certificate of Incorporation and/or By-Laws
requiring a two-thirds (2/3) vote may only be amended by a two-thirds (2/3) vote
of the Directors of the American Relay League, Inc. and provided, further, that
no such amendment shall be adopted which will affect the exempt status of the
corporation under Section 501(c)(3) of the Internal Revenue Code of 1954, as
amended.
- The corporation may be dissolved at any time by majority vote of the
Directors then serving at any meeting of the Board of Directors called to
consider such dissolution. Upon dissolution of the corporation, the assets
remaining after payment of all liabilities shall be distributed to The American
Radio Relay League, Inc. or, if it shall not then be an organization described
in Section 170(c) of the Internal Revenue Code, to such other organization
described in said section 170(c) as the Board of Directors in its sole
discretion shall determine.
- Under the penalties of false statement, we declare that the statements made
in this Certificate are true.
Dated at Hartford, Connecticut, this 21st day of September, 1973.
(s)Robert York Chapman
(s)Larry E. Price
(s)Larry J. Shima
All of the Incorporators
