ARTICLES OF INCORPORATION FOR A TAX-EXEMPT NONSTOCK CORPORATION

FIRST: The undersigned Chariya Punyanitya whose address is 12801 William Beanes Road, Upper Marlboro, Maryland 20772, being at least eighteen years of age, does hereby form a corporation under the laws of the State of Maryland.

 

SECOND: The name of the corporation is OrchidRoots Corporation

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THIRD: The purposes for which the corporation is formed are as follows: OrchidRoots Corporation provides for the public an open access, comprehensive and scientifically organized visual database of orchid species and hybrids.

Said corporation is organized exclusively for educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 

FOURTH: The street address of the principal office of the corporation in Maryland is 12801 William Beanes Road, Upper Marlboro Maryland 20772

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FIFTH: The name of the resident agent of the corporation in Maryland is Chariya Punyanitya whose address is 12801 William Beanes Road, Upper Marlboro Maryland 20772

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SIXTH: The corporation has no authority to issue capital stock.

 

SEVENTH: The number of directors of the corporation shall be 3 which number may be increased or decreased pursuant to the bylaws of the corporation. The name(s) of the director(s) who shall act until the first meeting or until their successors are duly chosen and qualified are Chariya Punyanitya, Pim Little and Visespong Punyanitya

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EIGHTH: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, 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 set forth in Article Third hereof. 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, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

 

 

 

 

 

IN WITNESS WHEREOF, I have signed these articles acknowledge the same to be my act.

 

SIGNATURE(S) OF INCORPORATOR(S):

 

 

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I hereby consent to my designation in and this document as resident agent for this corporation

 

SIGNATURE OF RESIDENT AGENT LISTED IN FIFTH:

 

 

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Chariya Punyanitya

 

 

 

 

Filing party's return address:

 

12801 William Beanes Road,

Upper Marlboro, Maryland 20772