| The name for this corporation is: SAN DIEGO SCIENCE FICTION CONVENTIONS, INC. |
| This corporation is a nonprofit public 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 purposes. The public purposes of the corporation are: (1) to promote and conduct one or more conferences, conventions, or congresses relating to the field of Science Fiction and Fantasy; (2) to bring together, on an international level, and provide meeting space for, persons interested in Science Fiction and Fantasy literature, for general discussions of that literature as published throughout the world; (3) to provide for the viewing and discussion of such visual media as are appropriate to the Science Fiction and Fantasy field; (4) to provide space for the display and sales of Science Fiction and Fantasy artwork and products; (5) and to provide a forum and mechanism for the awarding of the annual Science Fiction Achievement Awards and other such awards appropriate to the Science Fiction and Fantasy field. Such purposes for which this corporation is organized are exclusively literary and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954. | ||
| Notwithstanding any other provision of these articles, the corporation shall not carry on any 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 1954 (or the corresponding provision of any future United States Internal Revenue Law), or (b) by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954. |
| The name of the initial agent of the corporation for service of process is JAMES M. BRIGGS, whose complete residential address is 2155 Crenshaw Street, San Diego, CA 92105. |
| (a) Directors. The manner in which Directors shall be chosen and removed from office, their qualifications, powers, duties, compensation, and tenure of office, the manner of filling vacancies on the Board, and the manner of calling and holding meetings of Directors, shall be as stated in the Bylaws. | ||
| (b) Members. The authorized number, if any, and qualifications of members of the corporation, the filling of vacancies, the different classes of membership, if any, the property, voting, and other rights and privileges of members, and their liability to dues and assessments and the method of collection, and their termination and transfer of membership shall be as stated in the Bylaws. |
| No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in or intervene in (including the publishing or distribution of statements) of any political campaign on behalf of any candidate for public office. |
| (a) This corporation is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits, or dividends to the members thereof or to any private shareholder, as defined for purposes of Section 501(c)(3) of the Internal Revenue Code of 1954, or individual. | ||
| (b) The property, assets, profits, and net income of this corporation are dedicated irrevocably to the purposes set forth in Article Two, above, and no part of the profits or net income of this corporation shall ever inure to the benefit of any director, trustee, officer, shareholder, or member thereof or to the benefit of any private individual. | ||
| (c) Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets of this corporation shall be distributed to an non-profit fund, foundation, or corporation, which is organized and operated exclusively for literary or educational purposes, including the encouragement of art, and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954 and which is qualified for exemption for taxation under Section 23701d of the California Revenue and Taxation Code. |
| Notwithstanding any provision contained in these articles or in any other governing instrument of this corporation, this corporation is required to distribute its income for each taxable year at such times and in such manner as not to subject the corporation to tax under Section 4942 of the Internal Revenue Code of 1954. In addition, this corporation shall not, during any period and to the extent that it is a private foundation described in Section 509 of such Code, (a) engage in any act of self-dealing (as defined in Section 4941(d) of said Code); (b) retain any excess business holdings (as defined in Section 4943(c) of said Code); (c) make any investment in such manner as to subject the corporation to tax under Section 4944 of said Code; or (d) make any taxable expenditures (as defined in Section 4943(d) of said Code). |
| IN WITNESS WHEREOF, the undersigned, being the incorporators of SAN DIEGO SCIENCE FICTION CONVENTIONS, INC., have executed these articles of Incorporation on January 8th, 2001. |
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We are the persons whose names are subscribed below. We collectively are all of the incorporators of SAN DIEGO SCIENCE FICTION CONVENTIONS, INC., and we have executed these Articles of Incorporation. The foregoing Articles of Incorporation are our act and deed, joint and severally. |