CERTIFICATE OF INCORPORATION
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
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.
27597 Parkview #9205
Warren, MI 48092