ARTICLES
OF INCORPORATION
OF
PARTNERSHIP
FOR PROGRESS ON THE DIGITAL DIVIDE
The
undersigned, desiring to form a public benefit corporation under the
Ohio Nonprofit Corporation Law, as contained in Chapter 1702 of the Ohio
Revised Code, does hereby certify as follows:
FIRST. The
name of the Corporation shall be Partnership for Progress on the Digital
Divide.
SECOND. The
place in Ohio where the principal office of the Corporation is to be
located is the City of Cleveland, Cuyahoga County.
THIRD. The
Corporation is organized and shall be operated exclusively for public
charitable, scientific, literary, and educational purposes, by:
1.
Engaging in activities that are designed to reduce the disparity
between those members of the general public who have access to
information and communication technology, including, but not limited to,
computer and Internet technology, and those members of the general
public who do not have access to such technology, such as low-income and
minority individuals (“bridging the digital divide”);
2.
Bringing together (a) academics that possess knowledge,
experience, and/or expertise in information and communication technology
(“scholars”), (b) government officials that possess knowledge,
experience, and/or expertise in information and communication technology
(“policy makers”), and (c) organizations and individuals that
provide access to information and communication technology
(“practitioners”) in an effort to bridge the digital divide;
3.
Utilizing the knowledge, experience, and/or expertise of the
scholars, policy makers, and practitioners (a) to make access to
information and communication technology more available to those members
of the general public who do not have access to such technology, such as
low-income and minority individuals, (b) to improve the effectiveness of
those practitioners that already make information and communication
technology available to those members of the general public who have
difficulty obtaining and utilizing such technology, and (c) to educate
interested members of the general public on the use of information and
communication technology and its availability;
4.
Promoting the creation of scholarly and critical research on
issues pertaining to information and communication technology and the
digital divide, disseminating research results to the general public,
scholars, policy makers, and practitioners to allow such persons to make
informed decisions in their efforts to bridge the digital divide, and
encouraging the recognition of the digital divide as an important social
problem among diverse disciplines of study, research, and education;
5.
Acquiring or receiving from any individuals, estates,
associations, corporations, trusts, foundations, or other entities, or
any governmental subdivision, unit, or agency, by deed, gift, purchase,
bequest, devise, or otherwise, cash, securities, or other property,
tangible or intangible, real or personal, and holding, managing,
investing, reinvesting, distributing, and disbursing income and/or
principal solely for the purposes identified in this Article THIRD; and
6.
Doing whatever is deemed necessary, useful, advisable, or
conducive, directly or indirectly, to carry out any of the purposes of
the Corporation described in this Article THIRD, including the exercise
of all other authority enjoyed by corporations generally by virtue of
the provisions of the Ohio Nonprofit Corporation Law.
The
Corporation shall carry on only such activities as are consonant with
the purposes set forth in this Article THIRD.
No part of the net earnings of the Corporation shall inure to the
benefit of or be distributed to any incorporator, Member, or Director of
the Corporation, or of any other private individual, except that the
Corporation is authorized and empowered to pay reasonable compensation
for services rendered and to make payments and distributions in
furtherance of the purposes set forth in this Article THIRD.
No
substantial part of the activities of the Corporation shall consist of
carrying on propaganda or otherwise attempting to influence legislation;
and no activity of the Corporation shall consist of participating in, or
intervening in (including the publishing or distributing of statements),
any political campaign on behalf of or in opposition to any candidate
for public office.
It
is intended that the Corporation shall have the status of an
organization: (a) that is exempt from federal income tax under Section
501(a) of the Internal Revenue Code as an organization described in
Section 501(c)(3) of the Internal Revenue Code and that is other than a
private foundation by qualifying as an organization described in Section
509(a) of the Internal Revenue Code, (b) to which contributions are
deductible for federal income tax purposes under Section 170(c)(2) of
the Internal Revenue Code, (c) to which gifts and bequests are
deductible for federal gift and estate tax purposes, as long as such
taxes apply. These Articles
shall be construed, and all authority and activities of the Corporation
shall be limited, accordingly.
FOURTH.
The qualifications for membership in the Corporation shall be as
provided in the Code of Regulations of the Corporation.
FIFTH.
The following persons shall serve as the initial Directors of
the Corporation until their successors are elected and qualify:
Susan Kretchmer
24620 Twickenham Drive
Cleveland, OH 44122-1326
Rod
Carveth
2616 40th Street
Lubbock, TX 79413
Nancy Kranich
334 W 89th Street, 4R
New York, NY 10024
SIXTH.
The Corporation may be dissolved upon the affirmative vote of
a majority of all the Voting Members of the Corporation at a
meeting held for the purpose of adopting a resolution of dissolution or,
without a meeting, by the written consent of all the Voting Members.
Upon the dissolution of the Corporation, the Board of Directors,
after paying or making provision for the payment of all the liabilities
of the Corporation, shall distribute all of the assets of the
Corporation to, as the Board of Directors shall determine, an
organization or organizations organized and operated exclusively for
public charitable, scientific, literary, and educational purposes that
shall be exempt from federal income tax and described in Section
501(c)(3) of the Internal Revenue Code as the Board of Directors shall
determine.
SEVENTH.
These Articles may be amended, or Amended and Restated Articles
of Incorporation may be adopted, by the affirmative vote of a majority
of the Voting Members of the Corporation at a meeting held for such
purpose or without a meeting, by the written consent of all of the
Voting Members.
EIGHTH.
All references in these Articles to Sections of the Internal
Revenue Code shall be considered references to the Internal Revenue Code
of 1986, as from time to time amended, to the corresponding provisions
of any similar law subsequently enacted, and to all regulations issued
under such Sections and provisions.
IN WITNESS WHEREOF, the undersigned has hereunto
ubscribed her name at Cleveland, Ohio, this
day of October, 2002.
Susan Kretchmer
Incorporator
PARTNERSHIP
FOR PROGRESS ON THE DIGITAL DIVIDE
ORIGINAL
APPOINTMENT OF STATUTORY AGENT
The undersigned, Partnership for Progress on the Digital Divide,
an Ohio public benefit corporation with its principal office in
Cleveland, Cuyahoga County, Ohio, hereby appoints Susan Kretchmer as its
statutory agent upon whom any process, notice, or demand required or
permitted by statute to be served upon the Corporation may be served.
The complete address of said statutory agent is 24620 Twickenham
Drive, Cleveland, Ohio 44122-1326.
PARTNERSHIP
FOR PROGRESS
ON
THE DIGITAL DIVIDE
October
, 2002
By:_________________________________
Susan
Kretchmer
Incorporator
ACCEPTANCE
OF APPOINTMENT
The
undersigned named herein as the statutory agent for Partnership for
Progress on the Digital Divide, hereby acknowledges and accepts the
appointment of statutory agent for Partnership for Progress on the
Digital Divide.
October
, 2002
_________________________________
Susan Kretchmer
