Articles of Incorporation

The following is the text of the HacDC Articles of Incorporation.

Introduction

ARTICLES OF INCORPORATION OF HACDC

TO: DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS BUSINESS & PROFESSIONAL LICENSING ADMINISTRATION CORPORATIONS DIVISION

We, the undersigned natural persons of the age of eighteen years or more, acting as Incorporators of a corporation under the NON-PROFIT CORPORATION ACT (D.C. Code, 2001 edition, Title 29, Chapter 3), adopt the following Articles of Incorporation:

First Article : Name

FIRST: The name of the corporation is HACDC.

Second Article : Period of Duration

SECOND: The period of its duration is perpetual.

Third Article : Purposes

THIRD: Said corporation is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. The mission of the corporation is to improve the world by creatively rethinking technology.

Subject to and within the limits of such purposes, the corporation shall:

1. Build and maintain spaces suitable for technical and social collaboration.
2. Collaborate on all forms of technology, culture and craft in new and interesting ways.
3. Apply the results of its work to specific cultural, charitable and scientific causes.
4. Freely share its research and discoveries, using what is learned to teach others.
5. Recruit and develop talented members dedicated to these purposes.

The Corporation shall have in furtherance of the aforesaid purposes all of the powers conferred upon corporations organized pursuant to the provisions of the District of Columbia Non-Profit Corporation Act.

Fourth Article : Provision for Members, Classes, Qualification and Election

FOURTH: The corporation shall have members. The membership shall be divided into a voting class and a non-voting class. Only the voting class shall have voting privileges. General requirements for all memberships and specific requirements for each class shall be specified in the bylaws.

Fifth Article : Directors, Qualifications and Election

FIFTH: Directors must be voting members elected based on provision specified in the bylaws.

Sixth Article : Management, Affairs and Activities and Provision for Dissolution

SIXTH: The management, affairs, activities, and concerns of the corporation shall be conducted in accordance with its bylaws. The bylaws may provide, with respect to the directors, for their qualifications; for their number; for the place, time, method and manner of their nomination and election or alternates; for their term of office; for filling of vacancies; for their meetings; and, generally, for their rights, powers, duties, privileges, and restrictions.

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 these articles. 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 in the District of Columbia, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Seventh Article : Initial Registered Office

SEVENTH: The address of the initial registered office of the corporation is 2020 F Street N.W. Apartment 109, Washington, D.C. 20006, and the name of the initial registered agent at such address is Nicholas Farr, a resident of the District of Columbia.

Eighth Article : Names and Address of Members of the Initial Board of Directors

EIGHTH: The number of directors constituting the initial board of directors is six (6), and the names and addresses of the persons who are to serve as directors until the first annual meeting or until their successors are elected and shall qualify are:

Ryan Clarke - {REDACTED FOR PRIVACY REASONS, CONSULT PUBLIC INSPECTION LOCKER AT HACDC}, Litchfield Park, Arizona 85340

Nicholas Farr - 2020 F Street N.W. Apartment 109, Washington, D.C. 20006

Adam Koeppel - {REDACTED FOR PRIVACY REASONS, CONSULT PUBLIC INSPECTION LOCKER AT HACDC}, Washington, D.C. 20009

Eric Michaud - {REDACTED FOR PRIVACY REASONS, CONSULT PUBLIC INSPECTION LOCKER AT HACDC}, Downers Grove, Illinois 60515

Andrew Righter - {REDACTED FOR PRIVACY REASONS, CONSULT PUBLIC INSPECTION LOCKER AT HACDC}, Grenloch, New Jersey 08032

Allison Treman - {REDACTED FOR PRIVACY REASONS, CONSULT PUBLIC INSPECTION LOCKER AT HACDC}, Washington, D.C. 20006

Ninth Article : Name and Address of Incorporators

NINTH: The name and address of each incorporator are:

Nicholas Farr - 2020 F Street N.W. Apartment 109, Washington, D.C. 20006

Adam Koeppel - {REDACTED FOR PRIVACY REASONS, CONSULT PUBLIC INSPECTION LOCKER AT HACDC}, Washington, D.C. 20009

Andrew Righter - {REDACTED FOR PRIVACY REASONS, CONSULT PUBLIC INSPECTION LOCKER AT HACDC}, New Jersey 08032

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

__________________________________________ Date:_______________________ Nicholas Farr

__________________________________________ Date:_______________________ Adam Koeppel

__________________________________________ Date:_______________________ Andrew Righter

I, ______________________, A Notary Public, hereby certify that on the ______ Day of _________, 20__, the following Incorporators:

Nicholas Farr - 2020 F Street N.W. Apartment 109, Washington, D.C. 20006

Adam Koeppel - {REDACTED FOR PRIVACY REASONS, CONSULT PUBLIC INSPECTION LOCKER AT HACDC}, Washington, D.C. 20009

Andrew Righter - {REDACTED FOR PRIVACY REASONS, CONSULT PUBLIC INSPECTION LOCKER AT HACDC}, Grenloch, New Jersey 08032

appeared before me and signed the foregoing document as incorporators, and have averred that the statements therein contained are true.