CERTIFICATE OF INCORPORATION

 

OF

 

THE H.W.B. (Hippocrates, Winslowand Babbage) FOUNDATION

FOR THE IMPROVEMENT OF MEDICALPRACTICE

 

Under Section 402 of the Not‑for‑Profit Corporation Law

 

The undersigned incorporator, a naturalperson of the age of eighteen or over, for the purpose of forming a not‑for‑profitcorporation pursuant to Section 402 of the Not‑for‑ProfitCorporation Law of the State of New York, hereby certifies as follows:

 

1.   The name of theCorporation is THE H.W.B. (Hippocrates, Winslow andBabbage) FOUNDATION FOR THE IMPROVEMENTOF MEDICAL PRACTICE.

 

2.    The Corporation is a corporation as defined in subparagraph (a)(5) ofSection 102 of the Not‑for‑Profit Corporation Law of the State ofNew York and is a Type B corporation as defined in Section 201 of the Not‑for‑ProfitCorporation Law.

 

3.    The Corporation has not been formed for pecuniary profit or financialgain, and no part of the assets, income or profit of the Corporation shall bedistributable to, or shall inure to the benefits of, its members, directors orofficers, except to the extent permitted under the Not‑for‑ProfitCorporation Law.

 

4.    The purposesfor which the Corporation is formed are:

 

·     To support development and evaluation of measures designed toadvance the quality of medical care.

 

·    To advance thequality and efficiency of medical data collection and dissemination.

 

·     To do any other act or thing incidental to or connected with theforegoing purposes with regard to the art, science, knowledge, and humanitarianaspect of medicine.

 

Nothing herein shall authorize the Corporation to own, operate ormaintain an institution of higher learning or to grant degrees.

 

5.    Notwithstanding any other provision of these articles, the Corporationis organized exclusively for one or more of the purposes specified in Section501(c)(3) of the Internal Revenue Code of 1986, as amended and shall not carryon any activities not perinitted to be carried on  by a corporation exempt fromFederal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986as amended.

 

6.    In furtherance of its corporate purposes,  the Corporation shall have the general powers described inSection 202 of the Not‑for‑Profit Corporation Law of the State of NewYork‑, together with the power to solicit grantsand contributions for corporate purposes.

 

7.    Nothing herein shall authorize this Corporation directly or indirectlyto engage in or include among its purposes any of the activities mentioned inNot 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 theCorporation 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

Detroit ReceivingHospital

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 theCorporation shall inure to the benefit of any member, trustee, director orofficer of the Corporation, or any private individual (except that reasonablecompensation may be paid for services rendered to or for the Corporationaffecting one or more of its purposes), and no member, trustee, officer of theCorporation or any private individual shall be entitled to share in thedistribution of any of the corporate assets upon dissolution of theCorporation.

 

11.                      No part of the activities of theCorporation shall be carrying on propaganda, or otherwise attempting toinfluence, legislation, or participating in, or intervening in (including thepublication or distribution of statements) any political campaign on behalf ofany candidate for public office.

 

12.                      Ifthe Corporation shall be a private foundation as that term is defined inSection 509 of the Internal Revenue Code of 1986, as amended, the Corporationshall distribute its income for  eachtaxable year at such time and in such manner as not to be subject to tax underSection 4942 of the Code, and the Corporation shall not (a) engage in any actof self‑dealing as defined in Section 4941(d) of the Code; (b)

retain any excess business holdings as defined in Section 4943(c) ofthe Code; (c) make any investments in such manner as to subject the Corporationto tax under Section 4944 of the Code; or (d) make any taxable expenditures asdefined in Section 4945(d) of the Code.

 

13.                       In the event of dissolution, all remainingassets and property of the Corporation shall after necessary expenses thereofbe 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 aJustice of the Supreme Courl of the State of New York.

 

14.                      The Secretary of State isdesignated as the agent of the Corporation upon whom process in any action orproceeding against the Corporation may be served. The post office address towhich the Secretary of State shall mail a copy of any process served upon himis c/o Jeffrey Mast, M.D., 15822 Lake View Court, Grosse Pointe Park, DetroitMichigan 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