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:
That the name of said corporation shall be and is "The
Star Toys Museum, Inc."
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,
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.
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:
C. That the general purposes for which this corporation is
formed are as follows:
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:
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.
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.
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.
That the corporation shall exist perpetually.
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.
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.
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
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