KNOW ALL MEN BY THESE PRESENTS:
That the undersigned have this day formed a nonprofit
corporation for the transaction of business, and the promotion and conduct
of the objects and purposes hereinafter stated, under and pursuant to the
laws of the State of Nevada.
AND I DO HEREBY CERTIFY THAT
I
The name of the corporation, which is hereinafter referred
to as "the corporation" is: Academy for Ancient Texts.
II
The Resident Agent for this Corporation will be Timothy
R. Carnahan, who's address is: 204 Simone Ave. , Carson City, Nevada 89701.
Offices for the transaction of any business of the corporation and
where the meetings of the Board of Trustees and of the stockholders may
be held, and where the books of the corporation may be kept, may be established
and maintained in any other part of the State of Nevada, or in any other
state, territory or possession of the United States of America, the District
of Columbia, or in any foreign county.
III
The nature of the business and objects and purposes proposed
to be transacted, promoted or carried on by the corporation are:
To engage in any lawful activity.
IV
The amount of the total authorized capital stock of this corporation
is: NONE.
V
The governing board of this corporation shall be
known as trustees, and the number of trustees may from time to time be
increased or decreased in such manner as shall be provided by the bylaws
of this corporation, the term of office of a trustee shall be six years,
provided that the number of trustees shall not be reduced to less than
ONE (1), the name and address of the first board of trustees, which shall
be ONE in number, are as follows: Timothy R. Carnahan, whose address is
204 Simone Ave., Carson City, NV 89701.
VI
The names and the addresses of the incorporators are the same as the
trustees listed in Article V above.
VII
The corporation is to have perpetual existence.
VIII
1. The Board of Trustees shall have the power and authority to make
and alter, or amend, the bylaws.
2. The Board of Trustees shall, from time to time, determine
whether, and to what extent, and at which times and places, and under what
conditions and regulations, the accounts and books of this corporation,
or any of them, shall be open to the inspection of the members; and no
member shall have the right to inspect any account, book or document of
this corporation except as conferred by the Statutes of Nevada, or authorized
by the Trustees or by resolution of the members.
3. No sale, conveyance, transfer, exchange
or other disposition of all or substantially all of the property and assets
of this corporation shall be made unless approved by the vote or written
consent of the members entitled to exercise two-thirds (2/3) of the voting
power of the corporation.
4. The members and trustees shall have the power to hold
their meetings, and keep the books, documents and paper of
the corporation outside of the State of Nevada, and at such places as may
from time to time be any past or future action taken or authorized and
approved by him or any omission to act as such officer or trustee, at the
time of the incurring or imposition of such
costs, expenses, or liabilities, except such costs, expenses
or liabilities as shall relate to matters as to which he shall in such
action, suit or proceeding, be finally adjudged to be liable by reason
of his negligence or willful misconduct toward the corporation or such
other corporation in the performance of his duties as such officer or trustee.
As to whether or not a trustee or officer was liable by reason of his negligence
or willful misconduct toward the corporation or such other corporation
in the performance of his duties as such officer or trustee, in the absence
of such final adjudication of the existence of such liability, the Board
of Trustees and each officer and trustee may conclusively rely upon an
opinion of legal counsel selected by or in the manner designated by the
Board of Trustees. The foregoing right of indemnification shall not be
exclusive of other rights to which any such officer or trustee may be entitled
as a matter of law or otherwise, and shall inure to the benefit of the
heirs, executors, administrators and assigns of each officer or trustee.
IX
Authority is hereby granted to the members of this corporation
entitled to vote, to change from time to time the authorized number of
trustees of this corporation by a duly adopted amendment to the bylaws
of this corporation.
The undersigned, being the original incorporators hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Nevada, and in pursuance of the general corporation law of the State of Nevada, does make and file this certificate, hereby declaring and certifying that the facts hereinabove stated are true, and accordingly have hereunto set our hands this___________day of __________________, 2002
_________________
Timothy R. Carnahan
AMENDMENTS
ARTICLE III
PURPOSE
This corporation is organized exclusively for literary and educational research purposes, more specifically to compile, organize and provide, for public use, an electronic library of ancient metaphysical, religious, philosophical, mythological, magical, historical, and alchemical texts written previous to the year 1600 C.E. and to provide modern cross-referencing texts to facilitate comprehensive study material for students of ancient ways of life.
To this end, the corporation shall at all times be operated exclusively
for charitable purposes within the meaning of Section 501(c)(3) of the
Internal Revenue Code of 1986, as now enacted or hereafter amended, 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 of 1986, as now enacted or hereafter amended. All funds, whether income
or principal, and whether acquired by gift or contribution or otherwise,
shall be devoted to said purposes.
ARTICLE X
EXEMPTION REQUIREMENTS
At all times shall the following operate as conditions restricting the operations and activities of the corporation:
1. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the purpose clause hereof.
2. No part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
3. Notwithstanding any other provisions of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
ARTICLE XI
DISSOLUTION
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or 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 disposed of by the District Court of the county in which the principal office of the organization 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.