THE SOCIETY OF NEW CONCORD
CERTIFICATE OF INCORPORATION
This Instrument Witnesseth
That the Board of Regents for and on behalf of the Education Department of the State of New York at their meeting of March 13, 2017.
An application having been made by and on behalf of the trustees of The Society of New Concord that its provisional charter be amended and, as so amended replaced by and restated as a Regents certificate of incorporation, it was
Voted, That the provisional charter of The Society of New Concord, located in East Chatham, county of Columbia, state of New York, which was granted by the Board of Regents on November 14, 2011 be, and the same hereby is replaced by and restated in its entirety as a Regents certificate of incorporation, to read as follows:
First: The name of the corporation is The Society of New Concord.
Second: The purposes of the corporation shall be to:
To preserve and protect the New Concord Historic District;
To help promote and recognize the Hamlet of New Concord as a historic and unified community;
To foster local historical preservation, to promote neighborhood cohesion and social enjoyment, and to rehabilitate historic buildings and cemeteries.
Nothing herein shall authorize the corporation to operate or maintain an historical society with collections as defined in 8 NYCRR 3.27, a library, a museum, an archive, or to otherwise own or hold collections.
Third: Stephen R. Anderson, Richard H.S. Karpinski, Barry McWilliams, Warren T. Smith,Deborah Gallant, Karla A. Kavanaugh, William E. Sohmer, Albert T. Spangenberger, Kevin B. Weldon, David Pearce, and Fault T. Veillette shall constitute the board of trustees. The board shall have power to adopt bylaws, including therein provisions fixing the method of election and the term of office of trustees, and shall have power by vote of two-thirds of all the members of the board of trustees to change the number of trustees to be not more than twenty-five nor less than five.
Fourth: The corporation hereby created shall be a nonstock corporation organized and operated exclusively for educational purposes, as defined in section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future Federal tax code), and no part of the net earnings or net income shall inure to the benefit of any member, trustee, director or officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation), and no member, trustee, director or officer of the corporation, or any private individual, shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation.
Fifth: 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 of 1986 (or the corresponding provision 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 of 1986 (or the corresponding provision of any future Federal tax code).
Sixth: No substantial part of the activities of the corporation shall be devoted to carrying on propaganda, or otherwise attempting to influence legislation, (except to the extent authorized by Internal Revenue Code section 501(h) as amended, or the corresponding provision of any future Federal tax code, during any fiscal year or years in which the corporation has chosen to utilize the benefits authorized by the statutory provision) and the corporation shall not participate in or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office.
Seventh: Upon dissolution of the corporation, the board of trustees shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of the remaining assets of the corporation exclusively for one or more exempt purposes, within the meaning of section501(c)(3) of the InternalRevenueCode of 1986 (or the corresponding provision of any future Federal tax code), or shall distribute the same 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 order of the Supreme Court of the State of New York in the judicial district where the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, organized and operated exclusively for such purposes, as said Court shall determine.
Eighth: The principal office of the corporation is located at 2689 County Route 9, PO Box 3, East Chatham, Columbia County, New York 12060.
Ninth: The Commissioner of Education is designated as the representative of the corporation upon whom process in any action or proceeding against it may be served.
Granted,
March 13, 2017 by the Board of Regents of the University of the State of New York, for and on behalf of the State Education Department, and executed under the seal of said University and recorded as Number 26,613.
Signed:
Betty A. Rosa, Chancellor
Mary Ellen Elia, President of the University and Commissioner of Education
