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Articles of Incorporation
ARTICLES OF INCORPORATION
GRAPH FOUNDATION, INC.
The undersigned, desiring to form a corporation not for profit under the Non-Profit Corporation Law of Ohio, do hereby certify:
FIRST: The name of said corporation shall be Graph Foundation, Inc.
SECOND: The place in Ohio where the principal office of the corporation is to be located is the City of Wooster, Wayne County, Ohio.
THIRD: The corporation is organized exclusively for charitable, religious, educational and scientific purposes 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, or the corresponding provision of any future federal tax code. The charitable purposes of the corporation include the following:
(a) to further, at no charge, the Open Source development and distribution of graph technology in the areas of software, storage, networking, clustering, parallel and distributed computation, query processing, analytics, visualization, machine learning, artificial intelligence and cloud accessibility, while serving the community with mentoring, leadership and vision for a healthy graph ecosystem;
(b) to receive and administer funds for the benefit of the corporation, or its successor, and to that end to take and hold, by bequest, devise, gift, purchase or lease, either absolutely or in trust, any property, real, personal or mixed, without limitation as to amount or value, except such limitations, if any, as may be imposed by law;
(c) to sell, lease, borrow, encumber, exchange, subdivide, convey and dispose of any such property and to invest and reinvest principal and income thereof and to deal with and expend principal and income therefrom for the purposes set forth in this Article Third without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received or such limitations, if any, as may be imposed by law;
(d) to borrow money and issue evidence of indebtedness in furtherance of the charitable purposes of this corporation and to secure same by mortgage, pledge, or other lien on property;
(e) to own, use, buy, sell, mortgage or encumber real and personal property as will tend to promote the objects of this corporation and the doing of all things necessary or incident to the purposes of this corporation; and
(f) to do such other lawful acts or activities to accomplish its charitable purposes as contemplated by Section 501(c)(3) of the Internal Revenue Code, or the corresponding provision of any future federal tax code, and the nonprofit corporation laws of the State of Ohio;
FOURTH: The following persons shall serve said corporation as directors until the first annual meeting or other meeting called to elect directors:
FIFTH: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, 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 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, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the corporation shall not, except to an unsubstantiated degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.
SIXTH: The corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to tax on undistributed income imposed by Section 4942 of the Internal Revenue Code, or corresponding provisions of any subsequent federal tax code.
SEVENTH: The corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code, or corresponding provisions of any subsequent federal tax code.
EIGHTH: The corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code, or corresponding provisions of any subsequent federal tax code.
NINTH: The corporation shall not make any investments in such a manner as to subject it to tax under Section 4944 of the Internal Revenue Code, or corresponding provisions of any subsequent federal tax code.
TENTH: The corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code, or corresponding provisions of any subsequent federal tax code.
ELEVENTH: Any person, his heirs, executors or administrators, may be indemnified or reimbursed by the organization for reasonable expenses actually incurred (including attorney’s fees, judgments, fines and amounts paid in settlement) in connection with any action, suit or proceeding, civil or criminal, to which he or they shall be made a party by reason of being or having been a member of the Board of Directors, officer, employee or member of the organization if such person acted in good faith and in the manner he reasonably believed to be in or not opposed to the best interests of the organization or (with respect to any criminal action or proceeding) he had no reasonable cause to believe his conduct was unlawful.
The foregoing rights of indemnification or reimbursement shall not be exclusive of other rights to which such person, his heirs, executors or administrators may be entitled as a matter of law or equity.
TWELFTH: Notwithstanding any other provision of these Articles of Incorporation, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by any organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code and Regulations as they now exist or as they may hereafter be amended.
THIRTEENTH: Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the 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 so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation 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.
IN WITNESS WHEREOF, we have hereunto subscribed our names this 15 day of June, 2018.
Bradley Nussbaum, President
Benjamin Nussbaum, Vice President