State of California. Secretary of State. ln WITNESS WHEREOF, lexecute this certificate and affix the Great Seal of the State of California this day of

Transcription

1 295hL6B State of California Secretary of State l, DEBRA BOWEN, Secretary of State of the State of California, hereby certify: That the attached transcript of b page(s) has been compared with the record on file in this office, of which it purports to be a copy, and that it is full. true and correct. ln WITNESS WHEREOF, lexecute this certificate and affix the Great Seal of the State of California this day of,h* MAY Z "** DEBRA BOWEN Secretary of State Sec/State Form CE-l07 (REV 1/2007) ffi oseoa svu

2 295ttt+68 ARTICLES OF INCORPORATION OF EruDEs Article I The name ofthe corporation is Etudes. Hil"?ro#,?,,F'?.; of lhe Stateof Catiforhia i,,tay Article II This corporation is a nonprofit Fublic Benefit Corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public and charitable purposes. The specific putposes of this corporation are the following: 1. To foster the development of the open technology Etudes application framework and associated teaching, learning, resemch and collaboration tools and related components, for support of collaboration, research, and leaming; 2, To support research, collaboratiorl and development on relevant collaboration, learning and research environments, tools, and components by the larger community; 3. To promote collaboration, sharing of good practices, and dissemination of results of innovative approaches to applying open technology architectures and systems in general in education and research contexts; 4. To support the delivery and management of teachingn learning, research, and collaboration through the Etudes application. 5. To solicit grants and other funding to permit the development and refinement of the Etudes application framework, and the development of related tools and capabilities; 6. To engage in such activities permitted under the Califomia Nonprofit Corporation Law incident or beneficial to the foregoing purposes. Article III The name and address of the initial agent of this corporation for service of process is: Vivie Sinou 14 Spinnaker Place Redwood City, CA 94065

3 The names of the incorporators of this corporation are as follows: Vivie Sinou 14 Spinnaker Place Redwood City, CA Diane Rosner One College Drive South Lake Talroe, CA John Wagstaff Crenshaw Blvd. Torrance, CA Charles Severance 1537 Holbrook Drive Holt, MI Article IV This corporation is organized and operated exclusively for charitable purposes within the meaning of Internal Revenue Code section 501(cX3). No part of the net eamings of the corporation shall inure to the benefit of or be distibutable to its memberso if the corporation has members, its directors, fustees, officerso or otlter 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 forttr herein. No substantial part of the activities of the corporation shall be for 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 distibution of statements) any political campaign on behalf of any candidate forpublic offtce. Notwithstanding any other provisions of these Articles, the corporation shall not carry on any other activities not permitted to be carried on by: (l) an organization exempt from federal income toration under Section 501(a) of the lntemal Revenue Code of 1986 as an organization described in Section 501(cX3) of such Code; (2) an organization described in Section 509(aXl), (2) or (3) ofthe Intemal Revenue Code of 1986 (as the case may be); and/or (3) an organization, contributions to which are deductible under Section 170(c)(2), 2055(aX2), or 2522(a)(2) of the Internal Revenue Code of 1986.

4 Article V Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the coqporation in such a manner, or to such organization or organizations organized and operated exclusively said pu{poses as shall at the time qualifr as an exempt organization or organizations under Section 501(c)(3) of the Intemal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall deterrrine. Any of such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation is then located, or any other county which is a proper venue, exclusivelyo for such pu{poses or to such organization or organizationso as the said court shall determine, which are organized and operated exclusively for such pu{poses. I, (We), the incorporator(s) sign my (our) name(s) this 19 day of. May.?008. I Si gnat ur e of Inc orpor at or J Vivie Sinou, Incorporator 14 Spinnaker Place Redwood City, CA 94065

5 L (lffe), the incorporato(s) sql my (our) name(s) this day of -Ms* 2008' WttE&IW Ngffit'r ollnwrporatorj Diane Rosner, IncorPorrtor one Collego Drive Sourh l*ke Tatroe, CA 961'50

6 S5/L9/zBEB l6:39 31.SEEEFL48 g$tle,/zsei 23:3:l ?1.34 ELCAMII.III ETIDES PRT].IICT PAGE BE PA(*. rji: I, (We), the'irrorporatods) sign nry (orr) namdt) this 1? dny of _ lvlsy,?008. i I Signnnra of lrrcorporatorl John Wrgetdf, lnporporrrtor Crenshaw Blvd, Tonance, CA 90506

7 s) sign my (oru) name(s) this -_ 19 day of Mq& 200q. I 1537 Holbrook Drive Holt, MI48843