ARTICLES OF INCORPORATION OF
1960 SAILORS ASSOCIATION INC.

A NONPROFIT CORPORATION ORGANIZED UNDER
THE LAWS OF THE STATE OF NEVADA

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a resident of the State of Nevada over the age of 21 years, desires to form a nonprofit corporation under the provisions of Chapter 82 of the Nevada Revised Statutes, entitled "NONPROFIT CORPORATIONS".

I.

The name of the Association shall be 1960 SAILORS ASSOCIATION INC. (hereinafter called the Association).

II.

The resident agent at the time of incorporation shall be Howard B. Levy of 252 Hickory Hollow Avenue, Las Vegas, Nevada 89123, and service of process may be made upon the Association at said address.

III.

This Association shall be organized and operated exclusively for pleasure, recreational and other similar nonprofitable purposes intended to provide for and promote personal contact, commingling and fellowship among its members.

Notwithstanding any other provision of these Articles to the contrary, or in the bylaws of the Association, the Association shall not carry on any other activities to any extent not permitted to be carried on by, or that would threaten the tax-exempt status of, an organization exempt from federal income tax under Section 501(a) that is described in Section 501(c)(7) of the United States Internal Revenue Code (IRC) or the corresponding provisions of any future revised IRC.

Accordingly, the Association shall have the following powers:

To operate as an alumni association whose members collectively constitute the graduating class of 1960 of Oceanside High School, Oceanside, New York, and to plan and promote periodic class reunions, trips and similar social events for members, to maintain a website that contains, among other things, extensive nostalgic information about our time together in high school days and a class directory to facilitate communications among members, and from time to time to communicate with its members and engage in such other activities all of which shall be intended to promote emotional ties and fellowship among members based on common feelings of nostalgia for our shared experiences as adolescents and pride in our home town and high school communities and in this Association.

IV.

The name and address of the sole incorporator signing these Articles of Incorporation is Howard B. Levy, 252 Hickory Hollow Avenue, Las Vegas, Nevada 89123.

V.

The Board of Directors shall be invested with complete and unrestrained authority in management of all of the affairs of the Association and authorized to exercise, as general agents of the Association, its entire corporate authority. The officers of the Association shall be elected or appointed by the Board of Directors.

Except as provided for in this Article, the number of directors of the Association shall at all times be no greater than five and no less than one, but the number of said directors may be increased by amendment to the bylaws to that effect without the necessity of amending these Articles of Incorporation. The directors shall be selected from among the active alumni members of the Association as provided by the bylaws.

The name and resident address of the sole director to serve until the appointment of additional directors pursuant to the bylaws at an organizational meeting to take place in New York in May 2004 following incorporation (which directors shall then serve until their successors shall have been selected, entitled and qualified in due course pursuant to the bylaws) is Howard B. Levy, 252 Hickory Hollow Avenue, Las Vegas, Nevada 89123.

VI.

The Association shall have one class of voting members ("active members"), which members shall be qualified as such by paying their current yearís annual dues, as determined by the Associationís Board of Directors, and otherwise as may be set forth in the provisions of its bylaws. Members of the Oceanside High School Class of 1960 who are eligible for membership in the Association pursuant the provisions of its bylaws but who have not so qualified as active members of the Association shall collectively constitute a second class of members in the Association called "inactive members." Inactive members shall have no voting power and shall be ineligible to serve on the Associationís Board of Directors, but nevertheless, in furtherance of the Associationís purpose, they may participate in Association-sponsored social activities, have access to its website and online class directory, and receive class communications. However, at the sole discretion of the Board of Directors, inactive members may be required to pay higher fees to participate in Association activities than active members are.

Membership of the Association, both active and inactive, shall be limited to bona fide members of the graduating class of 1960 of Oceanside High School, Oceanside, New York, as determined pursuant to criteria set forth in the bylaws of the Association. There shall be no discrimination in the designation or application of such criteria against any person on the basis of race, color or religion.

The voting power of the active members of the Association shall be equal and limited to the annual election of directors, and each active alumni member shall be entitled to one vote for each opening on the Board of Directors. The power to make and alter bylaws of the Association shall be vested solely in the Board of Directors and shall not be submitted to a vote of the active members.

The Association shall not have or issue any capital or corporate stock of any kind or nature whatsoever.

VII.

No part of the net earnings of the Association shall inure to the benefit of any member, director, or officer of the Association or any private individual except that reasonable compensation may be paid for services rendered to or for the Association and no member, director, or officer of the Association or any private individual shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Association.

In the event of and upon dissolution of this Association, after paying or adequately providing for the debts and obligations of the Association, the remaining assets shall be distributed to another governmental entity or nonprofit organization that provides educational or other community services to the residents of Oceanside, New York , for example, Oceanside High School, itself, the Oceanside Union Free School District, the Oceanside Education Foundation or the Oceanside Chamber of Commerce, or any successors thereto, provided that the recipient organization, if not a governmental entity, provides evidence prior to distribution that it is recognized as exempt from federal income tax under Section 501(a) and described in Section 501(c)(3) of the IRC or the corresponding provisions of any future revised IRC. In the event that no organization so qualified can be found upon dissolution of the Association that will accept such distribution, the Associationís remaining assets shall be distributed to a state or local or the federal government for a public educational purpose. Any such assets not so disposed of directly shall then be disposed of indirectly for such public educational purpose by and at the sole discretion of a court of competent jurisdiction of the county in which the principal office of the Association was last located.

IN WITNESS WHEREOF the undersigned incorporator has executed these Articles of Incorporation on January 31, 2004.

 

  /S/  Howard B. Levy         

Howard B. Levy

 

252 Hickory Hollow, Las Vegas, Nevada 89123-1177 ē 702/279-5389

 

 

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