Commonwealth of Pennsylvania Department of State Corporation Bureau

 Articles of Incorporation Domestic Nonprofit Corporation 

In compliance with the requirements of 15PA. S. Section 7316 (relating to articles of incorporation), the under signed, desiring to be incorporated as a nonprofit corporation, hereby certifies that:

1. The name of the corporation is: 109TH INFANTRY REGIMENT ASSOCIATION

2. The location and post office address of the initial registered office of the corporation in this Commonwealth is c/o: Mr. Robert R. Molinaro, Secretary 109th Infantry Regiment Association, 3401 Olyphant Avenue, Scranton, PA 18509.

3. The corporation is incorporated under the Nonprofit Corporation Law of the Commonwealth of Pennsylvania for the following purposes:

This Association shall be to organize the veterans of the 109th Infantry Regiment of the United States Army, in order to foster, encourage and perpetuate the memory of the officers and men who distinguished themselves by their services and sacrifices while with the 109th Infantry Regiment; to promote and cultivate social intercourse and fellowship among their descendents; to perpetuate the memory of the achievements of the 109th Infantry Regiment and its members; to aid, comfort and support the current active members and their families of the 109th Infantry Regiment: to promote the National Defense, American patriotism and American citizenship; to encourage historical research in relation to Wars; to acquire and preserve the records of the services of the members of the 109th Infantry Regiment as well as documents and relics; to mark the scenes of the activities of the 109th Infantry Regiment with appropriate memorials; to celebrate the anniversaries for the events of our Country’s Wars and conflicts; to foster true patriotism; to maintain and extend the institution of American freedom; and at all times to uphold and defend the Constitution of the United States of America.

4. The corporation shall be organized and operated exclusively as a business league, not organized for profit, and no part of the net earnings which shall incur to the benefit of any private member thereof, or individual as those terms are used in Section 501 (c) (6) of the Internal Revenue Code of 1954, as amended. It is an independent nonprofit organization to support soldiers and soldier’s families that are serving or have honorable served in the United States Army, Pennsylvania Army National Guard, 109th Infantry Regiment.

5.  This corporation is incorporated on a non-profit/non-stock basis, and is organized exclusively for charitable, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(b)(c) of the Internal Revenue Code, or the corresponding Section of any future federal tax.

5.1  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 to have power to pay reasonable compensations for services rendered and to make payments and distributions in furtherance of the purposes set fort herein and to reimburse its members, Board of Directors, officers and employees for the reasonable and necessary expenses they incur in performing their duties, all in furtherance of the purposes previously set forth herein.  No substantial part of the activities of the corporations 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 and distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.  Not withstanding any other provisions of these By-Laws, 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.

5.2  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 competent jurisdiction of the accounting with the principal office of the corporation is hen located, exclusively for such purposes of such organization or organizations, as said Court shall determine, which are organized and operate exclusively for such purposes

6. The term for which the corporation is organized is to exits perpetual.

7. The corporation is organized upon a non-stock basis.

8. The membership of the corporation shall consist of those individuals who now serve with, or previously served with, the 109th Infantry Regiment, United States Army; provided they were honorably discharged therefrom.   All members of the 109th Infantry Regiment at the time of the filing of these Articles of incorporation and who may, from time to time, be admitted to membership in such manner and under such requirements as prescribed in the 109th Infantry Regiment Association Bylaws, Article III Membership.

9. The property, business and affairs of this corporation shall be managed by the Elected Officers and oversight by the Board of Governors which shall be constituted as prescribed in the Bylaws Article V Government.

10. The incorporates constitute a majority of the members of the committee authorized to incorporate 109th Infantry Regiment Association, by the requisite vote required by the organic law of the association for the amendment for such organic law.

11. The name and post office address of each incorporator is:

Mr. Conrad K. Walsh,

         President 109th Infantry Regiment Association

         413 Park Drive

         Avoca, PA 18641

          Mr. Robert R. Molinaro

          Secretary, 109th Infantry Regiment Association

          RR1 Box 1159 Whitmore Road

          Carbondale, PA 18407

12. In case of dissolution of the corporation and liquidation of its affairs, any money or other assets remaining after the payment of all obligations shall be distributed for such charitable or educational purposes as the Board of Governors may determine and direct, and in every case the decision and determination of the Board shall be final and conclusive upon all persons in any way interested.