Articles of Incorporation
In compliance with the requirements of the Nonprofit Corporation Law of 1988 of the Commonwealth of Pennsylvania, P.L. 19444, No. 177, 15 Pa. Con. Stat. Ann. § 5306 (relating to Articles of Incorporation), the undersigned, who is of full age, desiring to incorporate a nonprofit corporation, according to law, hereby certifies that:
FIRST: The name of the corporation is INTERNATIONAL EMPLOYERS FORUM.
SECOND: The address of the initial registered office of the corporation in the Commonwealth of Pennsylvania is 201 King of Prussia Road, Suite 630, Radnor, Pennsylvania 19087.
THIRD: (a) This corporation is created exclusively within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the "Code"), and more specifically, as a non-profit organization for an association of representatives of organizations that have the same business interest in learning about international employment law and employment practices.
(b) Notwithstanding any provision of these Articles, this corporation shall not support or engage in any program or activity not permitted to be carried on (i) by a corporation exempt from Federal income tax under Section 501(c)(6) of the Code, or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.
FOURTH: In furtherance of the purposes set forth in Article THIRD above, this corporation shall have all of the powers created by law, as long as they are consistent with requirements of Section 501(c)(6) of the Code, including but not limited to, the power to accept gifts, grants, devises or bequests of funds, or any other property from any public or bequests of funds, or any other property from any public or governmental body and any private person who shall include, but not be limited to, private and public foundations, corporations and individuals.
FIFTH: This corporation does not contemplate pecuniary gain or profits, incidental or otherwise, and no part of the net earnings of this corporation shall inure to the benefit of or be distributable to its directors, 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 above.
SIXTH: This corporation shall have perpetual existence.
SEVENTH: This corporation shall be organized upon a non-stock basis.
EIGHTH: This corporation shall have members, as well as a Board of
Directors. The initial Board of Directors shall consist of William Wright, Celia Joseph, Thomas Lord, Beth Albright, Mariette Mooyman, David Nocek and Heather Howard.
NINTH: The name and address of the incorporator is:
William Wright, Esquire
Fisher & Phillips LLP
201 King of Prussia Road
Radnor, PA 19087
TENTH: Should there be a dissolution of this corporation, the directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, then the Directors shall apply to the appropriate court for judicial supervision of the dissolution (as provided in 15 Pa. Con. Stat. Ann. § 5976) and the remaining assets shall be transferred, to one or more "qualified organizations" (defined below) as may be ordered by the court having jurisdiction of the dissolution. Any provision of law to the contrary notwithstanding, the corporation shall not be merged or consolidated with any corporation other than a qualified organization. As used in this Article 10, the term "qualified organization" shall mean an organization described in Section 501(c) or Section 170(c)(1) of the Code (but only if the remaining assets to be transferred to such organization described in Section 170(c)(1) are to be used for exclusively public purposes).