Amended and Restated Articles of Incorporation of Public Interest Registry (PIR)
The undersigned, Public Interest Registry, a Pennsylvania nonprofit corporation (the “Corporation”), does hereby certify as follows:
I. The name of the Corporation is Public Interest Registry. The name and county of venue of the commercial registered office provider in this Commonwealth is: c/o Corporation Service Company (Dauphin County).
II. The Corporation was incorporated under the provisions of the Pennsylvania Nonprofit Corporation Law of 1988 (the “NPCL”) on October 7, 2002.
III. Pursuant to Sections 5911 and 5915 of the NPCL, these Amended and Restated Articles of Incorporation restate, integrate, and amend in their entirety the provisions of the Corporation’s Articles of Incorporation. These Amended and Restated Articles of Incorporation supersede the Articles of Incorporation of the Corporation and any amendments thereto filed prior to the date hereof in their entirety.
IV. These Amended and Restated Articles of Incorporation were approved by the sole member of the Corporation pursuant to Section 5914 of the NPCL.
V. The text of the Articles of Incorporation is hereby restated and amended to read as follows:
ARTICLE FIRST
The name of the corporation is: Public Interest Registry (the “Corporation”).
ARTICLE SECOND
The name and county of venue of the commercial registered office provider in this Commonwealth is: c/o Corporation Service Company (Dauphin County).
ARTICLE THIRD
The Corporation is incorporated under the Pennsylvania Nonprofit Corporation Law of 1988 (the “NPCL”), and the Corporation does not contemplate pecuniary gain or profit, incidental or otherwise. The Corporation is incorporated exclusively for, and the nature of the activities to be conducted, and the purposes to be promoted by the Corporation exclusively shall be for charitable and educational purposes within the purview of Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding provisions of any subsequent tax laws of the United States (the “Code”). Within the meaning of Section 509 (a)(3) of the Code, the Corporation shall be operated, supervised or controlled by or in connection with the Internet Society (“ISOC”), an organization described in Section 501 (c)(3) and Section 509 (a)(1) of the Code.
Without limiting the generality of the foregoing, the purposes of the Corporation shall be:
(a) To facilitate and support the continuing evolution of the Internet as a research, education and communication infrastructure, and to stimulate the involvement of the non-profit community, and others, in the continuing growth and evolution of the Internet;
(b) To educate the non-profit community and the public at large about technology and the Internet, and to encourage others to do the same;
(c) To stimulate and facilitate effective use of the Internet by non-profit organizations and others;
(d) To take part in the maintenance of a registry of Internet domain names and addresses for Internet users, including non-profit organizations;
(e) To contribute to, support, and enhance the tax-exempt programs and mission of ISOC, the sole member of the Corporation, for so long as ISOC qualifies as an organization described in Section 501 (c)(3), and Section 509 (a)(1) or Section 509 (a)(2) of the Code; and
(f) To do all things which may be necessary, appropriate or convenient to the achievement of the foregoing purposes and which may lawfully be done by a nonprofit corporation under and pursuant to the laws of the Commonwealth of Pennsylvania and which are not otherwise prohibited by its Article of Incorporation or Bylaws.
In connection and consistent with the foregoing, the Corporation is incorporated for the purposes of, and shall be operated for the benefit of, and to carry out the purposes of ISOC for so long as ISOC qualifies as an organization described in Section 501 (c)(3), and Section 509 (a)(1) or Section 509 (a)(2) of the Code, and the Corporation shall be supervised by or in connection with ISOC within the meaning of Section 509 (a)(3) of the Code. The Corporation shall not be controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more Code Section 509 (a)(1) or (2) organizations within the meaning of Section 509 (a)(3)(C) of the Code.
ARTICLE FOURTH
The Corporation shall have perpetual existence.
ARTICLE FIFTH
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any 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, except to the extent permitted by Section 501(h) of the Internal Revenue Code; and the corporation shall not participate in, or intervene in (whether or not by the publication or distribution of statements), any political campaign on behalf of (or in opposition to) any candidate for public office. It is intended that the corporation shall be entitled to exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code and shall not be a private foundation under Section 509(a) of the Internal Revenue Code. Any other provision of these Articles of Incorporation to the contrary notwithstanding, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501(a) and Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provisions of any subsequent tax laws of the United States. Upon the sale or dissolution of the Corporation, surplus shall not be utilized for the private interest of any person. These Articles of Incorporation shall not be altered or amended in derogation of the provisions of this Article.
ARTICLE SIXTH
The Corporation is organized on a non-stock basis.
ARTICLE SEVENTH
The Corporation shall have one or more members. All classifications, conditions, qualifications, requirements, privileges and regulations pertaining to membership, including voting rights, shall be fixed and governed by the Bylaws of the Corporation.
ARTICLE EIGHTH
In the event the Corporation is, or in the future may become, a “private foundation” within the meaning of Section 509 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent tax laws of the United States:
(a) The Corporation shall distribute its income for each taxable year at such time and in such manner as not to be subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent tax laws of the United States.
(b) The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent tax laws of the United States.
(c) The Corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent tax laws of the United States.
(d) The Corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent tax laws of the United States.
(e) The Corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent tax laws of the United States.
(f) Upon dissolution or termination of the Corporation, it shall comply with the requirements of Section 507(b)(1)(A) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent law of the United States.
ARTICLE NINTH
Upon the dissolution of the Corporation, the Corporation shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the exempt purposes of the Corporation in such manner or to such organization or organizations operated exclusively for charitable purposes. 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 organization is then located, exclusively for such purposes.
ARTICLE TENTH
Except as otherwise provided below, the Corporation shall, to the extent legally permissible and only to the extent that the status of the Corporation as an organization exempt under Section 501(c)(3) of the Internal Revenue Code is not adversely affected thereby, indemnify each person who is, or shall have been, a member, director or officer of the Corporation, or who serves at its request as a member, director or officer of another organization or in a capacity with respect to any employee benefit plan (each such person being herein called a “Person”), against all liabilities and expenses (including judgments, fines, penalties and reasonable attorney’s fees and all amounts paid, other than to the Corporation, in compromise or settlement) imposed upon or incurred by such Person in connection with or arising out of, the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be a defendant or with which he may be threatened or otherwise involved, directly or indirectly, by reason of his being or having been such a Person.
The Corporation shall provide no indemnification with respect to any matter as to which such Person shall be finally adjudicated in such action, suit or proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation. Any Person who at the request of the Corporation serves another organization or employee benefit plan in one or more of the above indicated capacities and who shall be finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interest of such other organization or in the best interest of the participants or beneficiaries of such employee benefit plan shall be deemed not to have acted in such manner with respect to the Corporation. The Corporation shall provide no indemnification with respect to any matter settled or compromised, pursuant to a consent decree or otherwise, unless such settlement or compromise shall have been approved as in the best interests of the Corporation, after notice that indemnification is involved, by (1) a majority vote of a quorum of disinterested members of the Board of Directors, (2) if such quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel representing the Corporation, (3) by such other body as may be provided in the Bylaws, or (4) by the members.
Indemnification may include payment by the Corporation of expenses in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Person to repay such payment if it is ultimately determined that such Person is not entitled to indemnification under Section 5746 of the NPCL or pursuant to the provisions of the preceding paragraph. Such an undertaking may be accepted without reference to the financial ability of such Person to make repayment.
As used in this Article Tenth, the terms “director”, “member”, and “officer” include their respective heirs, executors, administrators and legal representatives, and an “interested” member, director or officer is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending.
The right of indemnification provided in this Article Tenth shall not be exclusive of or affect any other rights to which any member, director or officer may be entitled under any agreement, statute or otherwise. The Corporation’s obligation to provide indemnification under this Article shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the Corporation or any other person. Nothing contained in this Article Tenth shall affect any rights to which corporate personnel other than members, directors or officers may be entitled by contract or otherwise.
IN WITNESS WHEREOF, the undersigned, being the Chairman of the Board of Directors of the Corporation has signed these Amended and Restated Articles of Incorporation this _ day of June, 2003.
By:
Name David Maher
Title: Chairman