CERTIFICATE OF INCORPORATION
OF
THE H.W.B. (Hippocrates, Winslow
and Babbage) FOUNDATION
FOR THE IMPROVEMENT OF MEDICAL
PRACTICE
Under Section 402 of the Not‑for‑Profit Corporation Law
The undersigned incorporator, a natural
person of the age of eighteen or over, for the purpose of forming a not‑for‑profit
corporation pursuant to Section 402 of the Not‑for‑Profit
Corporation Law of the State of New York, hereby certifies as follows:
1.
The name of the
Corporation is THE H.W.B. (Hippocrates, Winslow and
Babbage) FOUNDATION FOR THE IMPROVEMENT
OF MEDICAL PRACTICE.
2. The Corporation is a corporation as defined in subparagraph (a)(5) of
Section 102 of the Not‑for‑Profit Corporation Law of the State of
New York and is a Type B corporation as defined in Section 201 of the Not‑for‑Profit
Corporation Law.
3. The Corporation has not been formed for pecuniary profit or financial
gain, and no part of the assets, income or profit of the Corporation shall be
distributable to, or shall inure to the benefits of, its members, directors or
officers, except to the extent permitted under the Not‑for‑Profit
Corporation Law.
4. The purposes
for which the Corporation is formed are:
· To support development and evaluation of measures designed to
advance the quality of medical care.
·
To advance the
quality and efficiency of medical data collection and dissemination.
· To do any other act or thing incidental to or connected with the
foregoing purposes with regard to the art, science, knowledge, and humanitarian
aspect of medicine.
Nothing herein shall authorize the Corporation to own, operate or
maintain an institution of higher learning or to grant degrees.
5. Notwithstanding any other provision of these articles, the Corporation
is organized exclusively for one or more of the purposes specified in Section
501(c)(3) of the Internal Revenue Code of 1986, as amended and shall not carry
on any activities not perinitted to be carried
on by a corporation exempt from
Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986
as amended.
6. In furtherance of its corporate purposes, the Corporation shall have the general powers described in
Section 202 of the Not‑for‑Profit Corporation Law of the State of
7. Nothing herein shall authorize this Corporation directly or indirectly
to engage in or include among its purposes any of the activities mentioned in
Not for Profit Corporation Laix, Section 404(b), (d) (o) and (q), (r) and (s).
8. The county within the State of New York in which the office of the
Corporation is to be located is the County of Orange.
9. The names and addresses of the initial directors of the Corporation are:
Jeffrey Mast, M.D.
15822 Lake View Court
Grosse Pointe park
Detroit, Michigan 48230
Hansjurg Holdener, M.D.
Chief, Division of Orthopedics
4201 St. Antoine Street
Suite 7C
Detroit, MI 48201
David Karges, D.O.
27597 Parkview #9205
Warren, MI 48092
10.
No part of the income of the
Corporation shall inure to the benefit of any member, trustee, director or
officer of the Corporation, or any private individual (except that reasonable
compensation may be paid for services rendered to or for the Corporation
affecting one or more of its purposes), and no member, trustee, officer of the
Corporation or any private individual shall be entitled to share in the
distribution of any of the corporate assets upon dissolution of the
Corporation.
11.
No part of the activities of the
Corporation shall be carrying on propaganda, or otherwise attempting to
influence, legislation, or participating in, or intervening in (including the
publication or distribution of statements) any political campaign on behalf of
any candidate for public office.
12.
If
the Corporation shall be a private foundation as that term is defined in
Section 509 of the Internal Revenue Code of 1986, as amended, the Corporation
shall distribute its income for each
taxable year at such time and in such manner as not to be subject to tax under
Section 4942 of the Code, and the Corporation shall not (a) engage in any act
of self‑dealing as defined in Section 4941(d) of the Code; (b)
retain any excess business holdings as defined in Section 4943(c) of
the Code; (c) make any investments in such manner as to subject the Corporation
to tax under Section 4944 of the Code; or (d) make any taxable expenditures as
defined in Section 4945(d) of the Code.
13.
In the event of dissolution, all remaining
assets and property of the Corporation shall after necessary expenses thereof
be distributed to such organizations as shall qualify under Section 501(c)(3)
of the Internal Revenue Code of 1986, as amended, subject to the order of a
Justice of the Supreme Courl of the State of New York.
14.
The Secretary of State is
designated as the agent of the Corporation upon whom process in any action or
proceeding against the Corporation may be served. The post office address to
which the Secretary of State shall mail a copy of any process served upon him
is c/o Jeffrey Mast, M.D., 15822 Lake View Court, Grosse Pointe Park, Detroit
Michigan 48230.
IN WITNESS WHEREOF, I have made,
subscribed and acknowledged this certificate
This day of 1992.
DAVID KARGES
27597 Parkview #9205
Warren, MI 48092
(313) 558‑9593