Articles of Incorporation

Article I, Name

1.01 Name

The name of this corporation shall be Anderman Charities. The business of the corporation may be conducted as Andermani Charities.

Article II, Purpose

2.01 Purpose

Anderman Charities is a non-profit corporation and shall operate exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code.

Anderman Charities’ purpose is to organize and manage fundraisers for other 501(c) entities who would like to carry out fundraising activities for charitable organizations within their membership, but do not have the means or background to execute such a program.

Will provide education and support to 501(c) organizations to help them establish, manage and run their own charitable fundraising programs.

At times, per the discretion of the board of directors, we may provide other logistics and material support for other charitable and non-profit organizations and their activities.

Anderman Charities is a politically neutral corporation and shall never knowingly engage in political or legislative activities or fundraising.

Article III, Organization

3.01

The corporation is formed upon a nonstock basis

3.02 Initial Assets

Anderman Charities shall be created with no real property assets and no personal property assets. The corporation will be solely funded through charitable donations from the general public.

3.03 Governance

Anderman Charities shall be governed by its board of directors.

3.04 Initial Directors

The initial directors of the corporation shall be:

• President: Nathan Balyeat
• Vice President: Dan Sparks-Jackson
• Treasurer: Geoffrey Zoeller
• Secretary: David Westover
• At Large: Cory Snedden

3.05 Membership

Anderman Charities shall have no members. The management of the affairs of the corporation shall be vested in the board of directors, as defined in the corporation’s bylaws.

Article IV, Appointment of Registered Agent

4.01 Registered Agent

The register agent of the corporation shall be:

David Westover 3132 Stoneleigh Dr Lansing, MI 48910

Article V, Incorporation

The incorporators of the corporation are as follow:

• David Westover, 3132 STONELEIGH DR LANSING, MI 48910
• Geoffrey Zoeller, 12 VISTA DRIVE BOONTON, NJ 07005
• Daniel Sparks-Jackson, 502 MCKINLEY ST CHELSEA, MI 48118
• Nathan Balyeat, 6 N VISTA DR AUBURN HILLS, MI 48326
• Cory Snedden, 22033 RAYMOND ST ST. CLAIR SHORES, MI 48082

Article VI, Non-Profit Nature

6.01 Non-profit Nature

Anderman Charities is organized exclusively for charitable and educational 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 corresponding section of any future federal tax code. No part of the net earnings of Anderman Charities 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 the purpose clause hereof.

Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Anderman Charities is not organized and shall not be operated for the private gain of any person. The property of the corporation is irrevocably dedicated to its charitable and educational purposes. No part of the assets, receipts, or net earnings of the corporation shall inure to the benefit of, or be distributed to any individual. The corporation may, however, pay reasonable compensation for services rendered, and make other payments and distributions consistent with these Articles.

6.02 Indemnification

Each person who is or was a director of an officer of this corporation, and each person who serves or has served at the request of this corporation, as a director, officer, agent or committee member of any other corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the corporation to the fullest extent permitted by the corporation laws of the the State of Michigan as they may be in effect from time to time. This corporation may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify such person against such liability under the laws of the State of Michigan.

6.03 Director/Officer Liability

No member of the Board of Directors of the corporation who is a volunteer director, as that term is defined in the act, or a volunteer officer of the corporation shall be personally liable to this corporation for monetary damages for a breach of the director’s or the volunteer officer’s fiduciary duty arising under the act or other applicable law; provided, however, that the provision shall not eliminate or limit the liability of a director of volunteer officer for any of the following:

The amount of a financial benefit received by a director or volunteer officer to which he or she is not entitled; Intentional infliction of harm on the corporation, its shareholders (if any), or members (if any); A violation of section 551 of the act; An intentional criminal act; or A liability imposed under section 497(a) of the act.

If the act is amended after the filing of these articles of incorporation to authorize the further elimination or limitation of the liability of directors of nonprofit corporation, then the liability of members of the Board of Directors, in addition to the limitation, elimination and assumption or personal liability contained in this article 6.03, shall be assumed by the corporation or eliminated or limited to the fullest extent permitted by the act as so amended, except to the extent such limitation, elimination or assumption of liability is inconsistent with status of the corporation as an organization described in section 501(c)(3) of the code. No amendment or repeal of the article 6.03 shall apply to or have any effect on the liability or alleged liability of any member of the Board of Directors of the corporation for or with the respect to any acts or omissions of such director occurring prior to the effective date of any such amendment or repeal.

6.05 Prohibited Distributions

No part of the net earnings, or properties of this corporation, on dissolution or otherwise, shall inure to the benefit of, or be distributable to, it members, directors officers or other private person or individual, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of the purposes set forth in Article II, Section 2.01

6.06 Restricted Activities

No part of the corporation’s activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office.

6.07 Prohibited Activities

Notwithstanding any other provision of this Articles, the corporation shall not carry on any activities not permitted to be carried on (I) by a corporation exempt from federal income tax as an organization described by Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (II) 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.

Article VII, Duration

7.01 Duration

The period of duration of the corporation is perpetual.

Article VIII, Amendments

8.01 Amendments

Any amendment to the Article of Incorporation may be adopted by approval of two-thirds (⅔) of the board of directors.

Article IX, Corporate Address

9.01 Corporate Address

The physical address of the corporation is: 3132 Stoneleigh Dr Lansing, MI 48910 The mailing address of the corporation is: 12 Vista Dr Boonton, NJ 07005