Articles of Incorporation
of
College of Fellows
of ASHRAE, Inc.
Article 1
Name
The name of the corporation (the “Corporation”) is College of Fellows of ASHRAE, Inc.
Article 2
Registered Agent and Address
The street address of the Corporation’s initial registered office is 1791 Tullie Circle, N.E.
Atlanta, Georgia 30329-2309, and the name of its initial registered agent is Cindy M. Simmons.
Article 3
Name and Address of the Incorporator
The name and address of the incorporator is Donald G. Rich, 121 Cashin Drive, Fayetteville, NY 13066.
Article 4
Membership
The Corporation shall have members.
Article 5
Address of Principal Office
The address of the principal office is 1791 Tullie Circle, N.E., Atlanta, Georgia 30329-2309.
Article 6
Organization
The Corporation is organized pursuant to the Georgia Nonprofit Corporation Code.
Article 7
Purpose
The Corporation is organized and shall be operated exclusively for charitable, educational and scientific purposes within the meaning of Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States internal revenue law) and for such related purposes as may be permitted to corporations which are organized under the Georgia Nonprofit Corporation Code and which are described in the foresaid provision of the United States Internal Revenue Code.
Article 8
Limitations
No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its 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 of the Corporation. 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 or in opposition to any candidate for public office. Notwithstanding any other provision of these Articles, 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 (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 (or the corresponding provision of any future United States internal revenue law).
Article 9
Dissolution
Upon the dissolution of the Corporation, the Board of Directors, after paying or making provisions for the payment of all of the liabilities of the Corporation, shall dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation, either directly or by transfer to such organization or organizations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law), as the Board of Directors shall determine. Any such assets not so disposed of by the Board of Directors shall be disposed of by the Superior Court of the County in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations which are organized and operated exclusively for such purposes, as said Court shall determine.
IN WITNESS WHEREOF, the undersigned incorporator executed these Articles of Incorporation on this 28th day of October, 2003.
_________________________
Donald G. Rich
Incorporator