ARTICLES OF INCORPORATION
OF THE STAR TOYS MUSEUM, INC.

We, the undersigned, all of whom are residents and citizens of the State of Maryland, do hereby, this day, voluntarily associate ourselves together to form a corporation for purposes other than pecuniary profit, under and by virtue of the laws of the State of Maryland; and we do hereby certify:

ARTICLE I. Name

That the name of said corporation shall be and is "The Star Toys Museum, Inc."

ARTICLE II. Principal Office & Resident Agent

That the principal office for the transaction of the business of the corporation is located at 811 Camp Meade Road, Linthicum, Maryland 21090, in the County of Anne Arundel, State of Maryland; and that the name and post office address of the resident agent in Maryland is Amanda Allen, 9524 Old Solomons Island Road, Owings, Maryland 20736.

ARTICLE III. Profits

That the corporation shall be nonstock and no dividends or pecuniary profits shall be declared or inure to the members thereof. No part of the income of the corporation, if any, shall inure to the benefit of any member, director or officer of the corporation, or any private individual having a personal and private interest the corporation (except that reasonable compensation may be paid to any thereof for services rendered to or for the corporation affecting one or more of its purposes), and no member, director or officer of the corporation, or any such private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation. Any receipts of this corporation in excess of the ordinary expenses of the corporation shall inure to the benefit of the corporation and shall be applied by the directors thereof to any and all expenses incurred in carrying out any and all of the purposes herein set forth. There shall be no personal liability of members for corporate obligations.


ARTICLE IV. Purposes

A. That this corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, 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.


B. That the specific and primary purposes for which this corporation is formed are as follows:

  1. To collect, preserve, and own toys and other articles, specimens and material things relating to and illustrative of the impact of Star Wars and other science fiction and fantasy cinema and literature upon society;
  2. To arrange, classify, and display such toys, articles, specimens, and material things for the education and entertainment of scholars and the public.

C. That the general purposes for which this corporation is formed are as follows:

  1. To acquire by gift, lease, purchase, or otherwise, own, hold, have and use and take possession of and enjoy in fee simple, or otherwise, any personal, real or mixed property necessary for the uses and purposes of this corporation; and to sell, lease, deed in trust, alien or dispose of the same at the pleasure of the corporation and for the uses and purposes for which this said corporation is formed;
  2. To enter into any and all lawful contracts and obligations essential or convenient for the transaction of the affairs of the corporation for any of the purposes hereof and to borrow money and issue notes, bills and evidence of indebtedness or mortgage, as the corporation may deem advisable, within the limits approved by its bylaws, and to do any other thing necessary, suitable and proper for the accomplishment of any objects herein specified or which may at any time appear conducive to or expedient for the interests or benefits of this corporation or its members;
  3. To expend monies received, collected or earned by this corporation from all sources whatsoever for the payment and discharge of all costs, expenses and obligations incurred by the corporation in carrying out any or all of the purposes for which this corporation is formed;
  4. To do any and all lawful things and acts which this corporation at any time and from time to time shall, in the discretion of the directors hereof, deem to be the best interests of said members and to pay all costs and expenses in connection therewith.

ARTICLE V. Directors


That the number of directors shall be seven. The names and addresses of the persons forming this corporation, and the persons who are to act in the capacity of directors until the selection and qualification of their successors are the undersigned, to wit:

ARTICLE VI. Bylaws

That the board of directors shall forthwith adopt bylaws for the management and operation of the corporation not inconsistent with these articles of incorporation. The objects and purposes of the corporation and a copy of such bylaws and of these articles shall be available to each member in good standing.

ARTICLE VII. Membership

That the authorized number and qualifications of members of this corporation, the different classes of membership, if any, the property, voting and other rights and privileges of each class of membership and the liability of each or all classes to dues or assessments and the method of collection thereof shall be set forth in the bylaws of this corporation.

ARTICLE VIII. Amendment

That these articles of incorporation may be amended only by the majority vote, or written consent of all members in good standing upon a resolution submitted by the board of directors.

ARTICLE IX. Duration

That the corporation shall exist perpetually.

ARTICLE X. Dissolution

That upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose.

ARTICLE XI. Activities

That this corporation has no authority to issue capital stock.

That no substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this 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.

That, notwithstanding any other provision of these Articles, this corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (2) by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

That in any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.



ARTICLE XII. No Infringement Intended


All Star Wars-related images, wording, and titles are the exclusive property of Lucasfilm, Ltd., and are borrowed as a celebration of the imagination and work of Mr. George Lucas. No infringement upon the exclusive rights held by Lucasfilm, Ltd., or any other entity is presumed or implied by the corporation or its members and directors.



The undersigned hereby declare under penalty of perjury that the statements made in the foregoing Articles of Incorporation are true.

Dated: August 6, 1998


/s/ Thomas G. Atkinson, Incorporator

/s/ Don Sakers, Incorporator

/s/ Amanda Allen

/s/ A. Martin Gear

/s/ Ann Hackman

/s/ D. Jeannette Holloman

/s/ Doug Warden

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