Articles of Incorporation for a Tax-Exempt Nonstock Corporation

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First

The undersigned

  • Adam D Bachman whose address is on the paper document
  • Patrick Roanhouse whose address is on the paper document
  • Kelly P. Egan whose address is on the paper document
  • Steve Stowell whose address is on the paper document
  • Mark Huson whose address is on the paper document
  • Jonathan D Lesser who address is on the paper document

being at least eighteen years of age, do hereby form a corporation under the laws of the State of Maryland.

Second

The name of the corporation is Baltimore Node Corporation.

Third

The purposes for which the corporation is formed are as follows: to create and sustain an environment that promotes the creative use of technology for the benefit of art, science and culture. 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, or the corresponding section of any future federal tax code.

Fourth

The street address of the principal office of the corporation in Maryland is on the paper document.

Fifth

The name of the resident agent of the corporation in Maryland is Adam D Bachman whose address is on the paper document.

Sixth

The corporation has no authority to issue capital stock.

Seventh

The number of directors of the corporation shall be six (6) which number may be increased or decreased pursuant to the bylaws of the corporation. The names of the directors who shall act until the first meeting or until their successors are duly chosen and qualified are

  • Adam D Bachman whose address is on the paper document
  • Patrick Roanhouse whose address is on the paper document
  • Kelly P. Egan whose address is on the paper document
  • Steve Stowell whose address is on the paper document
  • Mark Huson whose address is on the paper document
  • Jonathan D Lesser who address is on the paper document

Eighth

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, 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 Third hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other 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 the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, 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. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

IN WITNESS WHEREOF, I have signed these articles and acknowledge the same to be my act.

SIGNATURES OF INCORPORATORS:


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I hereby consent to my designation in this document as resident agent for this corporation.

SIGNATURE OF RESIDENT AGENT LISTED


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Filing party's return address: on the paper document

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