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:
I . 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:
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
Detroit Receiving
Hospital
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