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Action by Sole Incorporator in Lieu of
Organizational Meeting of Incorporator
The undersigned, Edward G. Black, intending to act as the sole incorporator and to form a corporation under the General Corporation Law of the State of Delaware, hereby consents to and adopts the following resolutions in lieu of the organizational meeting of the incorporator:
RESOLVED: That the by-laws in the form submitted to the incorporator be, and they hereby are, adopted as the By-laws of this Corporation and shall be filed with this resolution.
RESOLVED: That the number of directors of this Corporation, until changed in accordance with the By-laws, is fixed at 2.
RESOLVED: That the following entities be, and they hereby are, elected as the initial Members of the Corporation, in accordance with the By-laws:
The International Council of Museums
The J. Paul Getty Trust
RESOLVED: That the following persons be, and they hereby are, elected as the initial directors of this Corporation to serve in accordance with the by-laws:
Deborah Gribbon
Kenneth Hamma
A copy of this Consent shall be filed with the minutes of meetings of stockholders of this Corporation.
Edward G. Black
c/o Ropes & Gray
One International Place
Boston, Massachusetts 02110-2624
Incorporator
DATED: September __, 2000
FIRST. The name of this corporation shall be: "The Museum Domain Management Association".
SECOND. The name and mailing address of its registered agent in the State of Delaware is Corporation Service Company, 2711 Centerville Road, in the City of Wilmington, County of New Castle, and its registered office is at such address.
THIRD. The nature of the business and the objects and purposes to be transacted, promoted and carried on, are to do any or all the things herein mentioned, as fully and to the same extent as natural persons might or could do, and in any part of the world, viz: The Corporation is organized exclusively for charitable purposes, specifically:
To form, maintain and operate a top-level domain registry on the Internet for the benefit of the global community of museums and to transact any such business for the benefit of such community as may be allowed by law.
FOURTH. This corporation is not organized for a profit and is not to have authority to issue capital stock. The conditions of membership shall be as stated in the by-laws.
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 of the Certificate of Incorporation. 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 this certificate, 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, as amended (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 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law).
No part of the income of this corporation shall inure to the benefit of any individual and in the event of dissolution all assets, real and personal, shall be distributed exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized exclusively for charitable, educational, scientific or other exempt purposes as at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
FIFTH. The name and mailing address of the incorporator is as follows:
Edward G. Black, Esq.
c/o Ropes & Gray
One International Place
Boston, MA 02110-2624
SIXTH. The activities and affairs of the corporation shall be managed by a Board of Directors. The number of directors which shall constitute the whole board shall be such as from time to time shall be fixed by, or in the manner provided in, the by-laws, but in no case shall the number be less than two or more than twelve. The directors need not be members of the corporation unless so required by the by-laws. The board of directors shall be elected at the annual meeting of the corporation to be held on such date as the by-laws may provide, and shall hold office until their successors are respectively elected and qualified. The by-laws shall specify the number of directors necessary to constitute a quorum. The board of directors may, by resolution or resolutions, passed by a majority of the whole board, designate one or more committees, which to the extent provided in said resolution or resolutions or in the by-laws of the corporation shall have and may exercise all the powers of the board of directors in the management of the activities and affairs of the corporation and may have power to authorize the seal of the corporation to be affixed to all papers which may require it; and such committee or committees shall have such name or names as may be stated in the by-laws of the corporation or as may be determined from time to time by resolution adopted by the board of directors. The directors of the corporation may, if the by-laws so provide, be classified as to term of office. The corporation may elect such officers as the by-laws may specify, who shall, subject to the provision of the Statute, have such titles and exercise such duties as the by-laws may provide. The board of directors is expressly authorized to make, alter or repeal the by-laws of this corporation.
The corporation may in its by-laws confer powers upon its board of directors in addition to the foregoing, and in addition to the powers and authorities expressly conferred upon them by the Statute, provided that the board of directors shall not exercise any power or authority conferred herein or by Statute upon the members.
SEVENTH. Meetings of members may be held outside the State of Delaware, if the by-laws so provide. The books of the corporation may be kept (subject to any provision contained in the Statutes) outside of the State of Delaware at such place or places as may be from time to time designated by the board of directors.
EIGHTH. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the Statute, and all rights conferred upon members herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the sole incorporator, for the purpose of forming a corporation, in pursuance of an Act of the Legislature of the State of Delaware entitled "An Act Providing a General Corporation Law" (approved March 10, 1899) and the acts amendatory thereof and supplemental thereto, do make and file this certificate of incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly hereunto have set my hand and seal this ___ day of September, 2000.
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Edward G. Black, Incorporator