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Certificate of Incorporation

New York State

Department of State

Division of Corporations

Albany, NY 12231

 

CERTIFICATE OF INCORPORATION

OF

AOH CHARITABLE GIFT CORP.

 

Under Section 402 of the Not-for-Profit Corporation Law

 

FIRST: The name of the corporation is AOH Charitable Gift Corp.

 

SECOND: The corporation is a corporation as defined in subparagraph (a)(5) of §102 of the Not-for-Profit Corporation Law.

 

THIRD: The purposes for which the corporation is formed are as follows:

 

The corporation is organized exclusively for charitable purposes and shall be engaged in the solicitation of goods, services and monetary donations that will provide financial and other support and make distributions to entities which are formed and recognized pursuant to §501(c)(3) of the Internal Revenue Code of 1954 (the “IRC”) or the corresponding section of any future federal tax code.

 

The stated purposes of the corporation do not require any consents pursuant to §404 of the Not-for-Profit Corporation Law. Furthermore, the corporation shall not engage in nor perform any of the activities stated in §404(b) – (v) of the Not-for Profit Corporation Law without first obtaining the required consents and filing a Certificate of Amendment with the Secretary of State.

 

FOURTH: The Corporation shall be a Type B corporation pursuant to §201 of the Not-for-Profit Corporation Law.

 

FIFTH: The office of the corporation is to be located in the County of Westchester, State of New York.

 

SIXTH: The names and addresses of the initial directors of the corporation are:

 

Terrence M. Tierney – 245 E. 54^th Street, #9S, New York, NY 10022

Dermot F. Kelly – 54 Fenimore Street, Lynbrook, NY 11563

Francis A. Corcoran – 185 Prospect Park SW, Brooklyn, NY 11218

 

 

SEVENTH: The Secretary of State is designated as agent of the corporation upon whom process against it may be served. The address within this state to which the Secretary of State shall mail a copy of any process accepted on behalf of the corporation is:

 

AOH Division 7,  P.O. Box 7473, FDR Station, New York, NY 10150.

 

 

EIGHTH: The name and street address in this state of the registered agent upon whom process against the corporation may be served is:

 

Terrence M. Tierney, 110 Washington Avenue, Pleasantville, NY 10570.

 

NINTH: Notwithstanding any other provisions of these articles, the corporation is organized exclusively for one or more of the purposes as specified in §501(c)(3) of the IRC and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under §501(c)(3) or the corresponding provisions of any subsequent Federal tax laws.

 

No portion of the net earnings of the 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 on behalf of the corporation), and no member, trustee, director, officer of the corporation or any private individual shall be entitled to share in the distribution of the corporation’s assets upon dissolution of the corporation.

 

No substantial part of the activities of the corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided for by IRC §501(h)), and the corporation shall not participate in, or intervene in (including the distribution or publication of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.

 

In the event of dissolution of the corporation, any and all remaining assets and property of the corporation shall, after necessary expenses thereof, be distributed to another organization exempt under IRC§501(c)(3), or corresponding provisions of any subsequent Federal tax laws, or to the Federal government, or state or local government for a public purpose, subject to approval of a Justice of the Supreme Court of the State of New York.

 

In any taxable year in which the corporation is a private foundation as described in IRC§509(a), the corporation shall distribute income for said period at such time and manner as not to subject it to tax under IRC §4942, and the corporation shall not (a) engage in any act of self-dealing as defined in IRC §4941(d), retain any excess business holdings as defined in IRC §4943(c), (b) make any investments in such manner as to subject the corporation to tax under IRC §4944, or (c) make any taxable expenditures as defined in IRC §4945(d) or corresponding provisions of any subsequent Federal tax laws.