Articles of Incorporation
Certification of Incorporation Of The American Parliamentary Debate Association, INC. Under 402 of the Not-For-Profit Corporation Law
The Undersigned, for the purpose of forming a not-for-profit corporation under the Not-For-Profit Corporation Law of the State of New York, hereby certifies:
FIRST: The name of the Corporation is the American Parliamentary Debate Association, Inc.
SECOND: The Corporation is a corporation defined in subparagraph (a)(5) of 102 of the Not-for-Profit Corporation Law.
THIRD: The Corporation is organized and shall be operated exclusively for the charitable and educational purposes within the meaning of 501 (c) (3) of the Internal Revenue Code of 1986 as now in effect or may hereafter be amended (the Code). The purposes for which the Corporation is formed are to promote extemporaneous parliamentary debate in American colleges and universities, to represent the United States in the World Debating council, and to assist in the operation of the National Debate Championship, the North American Debate Championship, and other Debates the Corporation may deem fit to create.
In furtherance thereof, the Corporation may receive property by gift, devise or bequest, invest and reinvest the same and apply the income and principal thereof, as the Board of Trustees may from time to time determine, either directly or through contributions to any charitable organization or organizations, exclusively for charitable or educational purposes, and engage in any lawful act or activity for which corporations may be organized under the Not-for-Profit Corporation Law.
In furtherance of its corporate purposes, the Corporation shall have all of the general powers enumerated in 202 of the Not-For-Profit Corporation Law, as now in effect or as may hereafter be amended, together with the power to solicit grants and contributions for such purposes.
FOURTH: The Corporation shall be a Type B corporation under 201 of the Not-For-Profit Law.
FIFTH: The office of the Corporation within the State of New York is to be located in the County of New York. The post office address of an office of the Corporation without the State at which the books and records of account of the Corporation shall be kept is: One Whig
Hall, Princeton University, Princeton, New Jersey 08544.
SIXTH: The names and addresses of the individuals who are to serve as the initial directors of the Corporation until the first annual meeting or until their successors are elected and qualify are:
(current President) Matthew A. Schwartz 37 Tompkins Road Scarsdale, New York 10583
(current VP-Operations) Jordan D. Factor MB 3253 Brandeis University Waltham, MA 02454-9110
(current VP-Finance) Jeremiah T. Gordon 113 1939 Hall Princeton University Princeton, New Jersey 08544
(current Member at Large) Daniel B. Schwarcz
(current Member at Large) David S Gamage P.O. Box 13515 Stanford, CA 94309
(current Member at Large) Scott B. Luftglass 2 Old Scots Road Marlboro, NJ 07746
(current Outside Trustee)
(current Outside Trustee)
SEVENTH: The President, Vice President for Operations, Vice President for Finance, and three Members-at-Large shall be elected by the members and shall be ex-officio members of the Board of Trustees, with full voting rights and shall retain such board membership during the term of their office.
EIGHTH: The Corporation hereby designates the Secretary of State of the State of New York as agent of the Corporation upon whom process against it may be served. The post office address without the State of New York to which the Secretary of State shall mail a copy of any process against the Corporation which is served upon him is: One Whig Hall, Princeton University, Princeton, New Jersey 08544.
NINTH: The Corporation shall have one class of members. Each member shall have one vote.
TENTH: Whenever under the provision of law, the Certificate of Incorporation or these Bylaws, members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed two-thirds of the members entitled to vote thereon. Written consent thus given by two-thirds of the members entitled to vote shall have the same effects as a two-thirds vote of the members
ELEVENTH: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to any member, trustee or officer of the Corporation, or any private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to or for the Corporation and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof.
No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise permitted by 501(h) of the Code in any corresponding laws of the State of New York), and the Corporation shall not participate in or intervene in (including the publishing or distribution of statements concerning) any political campaign on behalf of (or in opposition to) any candidate for public office.
During such period, or periods, of time as the Corporation is treated as a private foundation pursuant to 509 of the Code, the trustees must distribute the Corporations income at such time and in such manner so as not to subject the Corporation to tax under 4944 of the Code, and the Corporation is prohibited from engaging in any act of self-dealing (as defined in 4943(c) of the Code), from retaining any excess business holdings (as defined by 4943(c) of the Code) which would subject the Corporation to tax under 4944 of the Code, from making any investments of otherwise acquiring assets in such manner so as to subject the Corporation to tax under 4944 of the Code, from retaining any assets which would subject the Corporation to tax under 4944 of the Code if the trustees have acquired such assets, and from making any taxable expenditures (as defined in 4945(d) of the Code).
Notwithstanding any other provision of the Certificate of Incorporation, the Corporation shall not directly or indirectly carry on any activity which would prevent it from obtaining exemption from Federal income taxation as a corporation described in 503(c)(3) of the Code, or cause it to lose such exempt status, or carry on any activity not permitted to be carried on by a corporation, contributions to which are deductible under 170(c )(2) of the Code.[check 2055(a)(2) and 2522(a)(2) as well]
TWELFTH: In the event of dissolution or final liquidation of the Corporation, all of the remaining assets and property of the Corporation shall, after paying of making provision for the payment or all the liabilities and obligations of the Corporation and for any necessary expenses thereof, be distributed to such organization or organizations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization or organizations under 502(c)(3) of the Code. In the event of voluntary dissolution, such organization or organizations shall be selected in the discretion of the trustees, subject to approval of the plan of dissolution and distribution of assets upon an order of a Justice of the Supreme Court of the State of New York.
In Witness whereof the undersigned, natural persons at least eighteen years of age, have subscribed this Certificate this 18 day of September, 1999, and affirmed under penalties of perjury that the statements made herein are true.
Matthew A. Schwartz
37 Tompkins Road
Scarsdale, New York 10583
Jordan D. Factor
MB 3253 Brandeis University
Waltham, MA 02451-9110
Jeremiah T. Gordon
113 Class of 1939 Hall
Princeton, New Jersey 08544