ARTICLES OF INCORPORATION
NATIONAL AVIATION AND SPACE EDUCATION ALLIANCE, INC.
A New Hampshire Non-Profit Corporation
The Articles of Incorporation of the National Aviation and Space Education Alliance, Inc., are hereby set forth as follows:
ARTICLE 1. NAME
The name of this corporation shall be the National Aviation and Space Education Alliance, Inc. The corporation (hereinafter referred to as the "Alliance") may also be known by the acronym "NASEA."
ARTICLE 2. PURPOSES
The Alliance shall be a non-profit public benefit corporation formed for the purposes of: utilizing exposure to aviation and space topics to stimulate enthusiasm for learning among students; encouraging the use of aviation and space oriented curricula in schools and other educational institutions; fostering and improving the public awareness of aviation and aerospace; enhancing communications and cooperation among governmental agencies, educational institutions, industry, and other organizations in support of aviation and space education; and engaging in any activities permitted for a non-profit corporation for purposes as may be set forth from time to time by the Directors of the Alliance.
ARTICLE 3. ADDRESS
The Alliance shall maintain its principal office within the State of New Hampshire at a location designated from time to time by the Directors of the Alliance.
The name and address in the State of New Hampshire for this corporation's initial agent for service of process are:
Name: Phillip B. Duncan
Address: 3 Kessler Farm Drive, Suite 120 Nashua, New Hampshire 03063
ARTICLE 4. NON-PROFIT ORGANIZATION
The Alliance shall be a non-profit corporation and shall not have the authority to issue any capital stock. The Alliance is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes and it is not organized for the private gain of any person.
ARTICLE 5. EXEMPT STATUS
Notwithstanding any other provisions of these articles, this corporation is organized and operated exclusively for one or more of the purposes specified in or within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. This corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under IRC Section 501(c)(3) or corresponding provisions of any subsequent Federal tax laws, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended..
No substantial part of the activities of the corporation shall consist of legislative lobbying or propaganda or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code Section 501(h)), and this corporation shall not participate in or intervene in (including by the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
ARTICLE 6. INCOME AND DISTRIBUTION
The property of this corporation is irrevocably dedicated to charitable, scientific, or charitable purposes and no part of the
net earnings or assets of this corporation shall inure to the benefit of any member, trustee, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation or for reimbursement of expenses incurred on behalf of the corporation), and no member, trustee, officer of the corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation.
In any taxable year in which the corporation is a private foundation as described in IRS Section 509(a), the corporation shall distribute its income for said period at such time and manner as not to subject it to tax under IRC Section 4942, and the corporation shall not:
(a) engage in any act of self-dealing as defined in IRC Section 4941(d), retain any excess business holdings as defined in IRC Section 4943(c),
(b) make any investments in such manner as to subject the corporation to tax under IRC Section 4944, or (c) make any taxable expenditures as defined in IRC Section 4945(d) or corresponding provisions of any subsequent Federal tax laws.
ARTICLE 7. DISTRIBUTION UPON DISSOLUTION
In the event of dissolution all of the remaining assets and property of the corporation shall, after payment or provision for payment of all debts and liabilities of this corporation, be distributed to (a) another organization organized and operated for charitable, scientific, and/or educational purposes and which is exempt under IRC Section 501(c)(3), or corresponding provisions of any subsequent Federal tax laws, or (b) to the Federal government or state or local government for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of New Hampshire.
ARTICLE 8. DISCRIMINATION POLICY
The Alliance shall conduct its activities without discrimination against any person or persons with respect to race, national origin, special needs, religion, age, color, or gender or any other unlawful basis of discrimination.
ARTICLE 9. DURATION OF THE CORPORATION
The duration of the Alliance shall be perpetual unless terminated in accordance with its By-Laws.
Dated at ___________________________, _________________________,
this ______ day of _____________________, 1997.
(Signed Original on File)