C]I II'JCCRPONATION
CERTIETCATE
OF
FOUIIDATION]l{c.
CREDITRESEARCH
(fncorporated under the laws of Delavrare)
. FIRST: The nane of the corporation
to as theTffifndntlot tt) is
(hereinafter
sometinies referred
FoU}IDATICli,INC.
CFEDITnESEARCH
SitC0i'iD: The principal
office
of the Foundabion in the State of
Delarvareis to be located at 317-325 South State Streeb, in the C i t y . o f
Dover, County of Kent.
The name of its
resident agent in chetrge thereof
Corporation Syster,r, Inc.1 v,'hoseaddress is No. 317-325
is The Prentice-llalI
South State Street, in said city.
TIIIRD: The nature of the business of the Foundation and the objects
and prrrposes proposed to be transacted, promoted or carried'on by it
do any or all
of the things hereinafter
mentj-oned,as fuIly
are to
and to the sarne
extent as.natural persons roiglrt or'. could clo, anct in any part of the world,
viz. i
(1)
To conduct and carry on the rryorkof the Fotlndat'ion not
for profit
but exclusively for educational purposes especially
in the fielcl of credit and credit practi-ces of both domestic
and foreign nature, in such manner that no part. of its
or property sha1l inure tb the private
director,
interest
officer
or lndividual
in the activities
shall not in
benefit
incone
of any member,
having a personal or private
of the Foundafion, and that it
any wey, directly
1
or indirectLy,
engage in
carrying on propaganda ot' othenvj-se a-ttenrpt to influence
legisla-
. - tion.
(2)
Subject always to theprovisions
of paragraph (1) of this
THIRD, to undertake, prornote, develop and carry on educational
Article
work in the field
of credlt and credit practices,
to establish and
naitrtain inrvhole or in part educational agencies or institutions,
and without limiting
the generallty
absolute discretion
gift,s,
of the Board of Directors,
contributions
or ln the aggregate, to all
.fostering
the District
foundations,
or polltical
of Columbia, governnental bodies,
or projects for religious,
charitabl€,
scientific,
and pronoting of a clearer and better unclerstanding of
credit and essentiality
nent of living
of sound credit practlces,
for the improve-
and lrorking conclitions, for the advancementof
kncrviledgeand learning
for providing facilities
rvill
organizations,
corporations,
to or
andr/or educational purposes, for the encouragetnent,
literary,
(3)
recipients)
The United St,.:tesrary state, territory,
subdiviston thereof,
individuals,
to rnake donati.ons,
(without l-inrit as to the enount going to
for the use of any and all
institutions,
in the
and loans out of the annual net income and/or
assets of the corporation
any one recipient,
of the foregoing,
and the alleviation
of hunransufferlng,
and
for public education and recreation.
In the event that any rnember, or any non-memberby last
and testament, deed or other rvriting,
Foundation funcls, securities,
may give to the
andr/or other properties,
and therein
may designate one or more Linrj.ted purposes (within the scope of the
general purpo.sesstated in subdivisions (1) and (2) of this
.Article
, anVpr
TiirRD) to which the whole or a portion
income of such gift
uc
of the principal
to be applied by the Foundation,
andr/or nay give certain dii'ecbions regarciing the time, manner,
amounts and/or cond.itions of. the application
such gift
or of the. proceeds, principal
or disposition
and/or incone thereof,
ty the Foundation, and/or other.,'iise nay curtail,
such gifts
on1y, the po,,rers, authorities,
as respects
andr/or cliscretions v&ich,
as regards the corporate property generally,
are granted to and
vested in the Board of Trustees by the other provisions
certificate
of rncorporation,
of the Founclation in its
securities
may accept such gift
and
ho1d, administer and apply the funds,
and/or other properties
so given, notlvithstanding any
of the other provisions of this cert,ificate
strictly
of this
in such event the Board of Trustees
discretion,
upon such accepfance shrll
of
of rncorporation,
in accorclancewith the provisions of such'1ast will
testament, deed.or other writing"
and
rn no event and under no cir-
ounstances, horyever, shaLl the Foundation accept any such gift
undertake the administration
or distribution
thereof,
l-i.urited purpose or purposes to whlch the principal,
if
Articre
shalL not
the scope of the general purposes stated in subclivisions
(1) and (e) of thls Article
(h)'
the
income and/or
accuniulations thereof are to be applied and distributed,
be within
or
THIRD.
Subject alrrays to the provisions
THTRDTto accept by giit,
..;,
of parag""pf, i'r):.of this
devi.se, bequest or otherrryise
real and perscnal. property of every kind and description wheresoever the samemay be situated and lvithout linit
3
as to alountl
.and to purchase, hold, invest,
,se1l-r'lease, assign, transfer
reitrvest, use, mortgager piedge,
or othen'rise di.sposeof the
and incone of the funds and propert'y of the Foundation
principal
of every kind and descriptio5t aud, in particular,
loans, moneyt
lands, bui.ldings, nortgages, shares, stocks, debentures, bonds,
securities,
any interest
concessions, bi11s, notes, book-debts, clairns and
in any property which may be necessary or convenient
for the conduct of the Foundation; and to enter into,
make, per-
forxr and carry oui, contracts of every kind or nature for any of
the purposes of the Foundation iuithout limit
to have
one or nrore offices
to carry on all
as to aroount; and
or any of the opera-
tions and the exorcise any of the powers of tlie Foundation.
(5)
Subject alivays to the provisions
Artj.cle THIRD, to do all
of paragraph (1) of this
and everythiilg necessary, suitable and
proper for the accornplishment o-3 any of the purposes or the
attainment of any of the objects or the furtherance of any of the
polyers hereinbefore set forth
and to the same exfent. as natUral
persons rnight or could do, eitfuer alone or through the agency of
other corporabions, organizations, foundations, institutionst
governmental bodies or individrralsr
and to <1oevery other act or
thing or things, incidental or appurtenant to or growing
".t::
out of or connected vritl"r the aforesaid.objects or purposes or
any par',, or parts thereof,
and to do all
things not forbidden
by the lavrs of the State of Delar,iare and vlith all
the polvers
conferred upon corporations by the larvs of said State.
FOUFfIH: The Foundati-on sha]l have no capital. stocl<.
The names and places of residence of er-ichof the incorporators
mfTEl
are as follorqs:
TESIDENCES
NAilES
'r;90 Broad Street, Ileli Yorkr N. Y.
John F, 6)rrne, Jr,
Roy A. Prediger
90 Broad Street,
NewYork, I\i. Y,
Iliilliam
90 Broad Street,
New York, ll. Y,
J. La Vigne, Jr.
SD(T.I: The Foundation is to have perpetual existence,
property. of the incorporators,
SLtfgtTS: The private
and officers
directors
of the Foundation rfi"ff
rcenbers,
not be subject to the payr,rent
of corporate debts to any extent whatever.
EIGTHT The conditions,
terrns ancl qualificaiions
for nembership
in the Foundation shaIl be provided .for in the l['-Ia:vs of the Foundation.
NINIH:
In the event of the liquidation,
up or' the Foundation, l.rhether vo1untary,
dissolution
involuntary
or viinding
or by oSxratiou of
larvr.except as- rnay be provided by lan, the direct,ors of the Foundation
wlth the consent of a:najority
writing
of the menbersentitled
to'"'ote,
given in
or pursllant to a vote tal<en at a neeting of the mer,rbers,shall
ti:e pover to dispose of the total
have
assets of the Foundation in such manner
as they nay ty a rnajority vote deternj.ne; providecl, horirever, that such
disposition
to carry out the objects and
sh.,:Il be calculated exclusively
purposes for vrhi:h the Foundation is fornrecl.
TEITiTII: The incorporators
shaIl elect a Board of Trustees in whom
shall be vested the nanagementof the affairs
of the Foundation.
The nunber
of trusteesr.rrhich shaIl never be less than three (3), t,ogether lvith their
qualifications,
terrns of office,
election,
removal, change in nunber,
filling
of vacancies, powers, .duties and liabilities
'shall
be prescribed
by the Ey-La-'ts,
Each trustee
shaIl be a nember of the corporation at all
tirnes
during hj-s or her tmsteeship.
E-IX\iBliT4: In furtherance
. . |:
arid not in limitation
of the .general
porrers con.ferced by the lal'rs of the State of Delavrare, the Board of Trustees
is expressly aolhorizedr
1.' To tnalce,alter,
repeal any Qy-La'ls of the Foundation, but
only ty najori'r,y vote of all. the trustee.s at ar$p regular or special neeting
of the Board of Trustees.
To designate (by approp:'iate Ey-!a',.'rs,or by resolntions
2.
.
passed
of the vrhole menrbership of the Board) two or more of their
by rmjority
number, to constitute
a coriiunittee-br co:-,unittees,vrith such nane or nanes
as may be stated in the ff-Laws or as inay 6" detennined froru tirne to time
of the Board of Trustees, lvhich corurittee or iommittees, to
b5r resolution
the extent provided
j.n such resolntion
or resolut,ions or j.n the b!-Lals
of the Foundation, sha]I have and mo; e*u".ise
the pciters of the Board of
Trustees in the nianagenent of the lvork and af.fairs
of ttre Foundation, and
rnay have pcireerto authorize the seal oI' the Foundation, to be affixed
all
to
papers lvhich nray require it.
3.
In the exorcise of their
to make any and all
donations, gifts,
absolute and uncontrolled
contributions
Founclatiolt nay rnake pursuant to this'Certificate
discretion
and loans which the
of fncorporation
in such
annountsand rnanner and tirrough such agencics throughout the vrorl-d.as may
be provided in the W-ta'.,r3 of the corporation
such resolution
najority
or as nay be provided in
or resolu'oions as nay be passed from tine to time by a
of the vrhole nembership of i:he Board of Trustees, and without
responsibility
or accountabili'i;y to the nrenbers of thc corporation for any
such-.dona-tions, gifts,
contril:utions
or loans in any respect rvhatever,
subjebt, nevertheless, tothe provisions
of the ls,',is of Dele.r,vareand this
Certificate,
lr'
by
fn a ddition
to the pcivers and authorit,ics
hereinbefore or
the lalrs of the State of Del-atare expressly conferred upon them, to
exercise all
such po,?ers and do all
such acts and things as mey be exercised
or done by the For.tndationr subject, nevertheless,
laws of Delarvare and this
5,
Certificai;e.
to the provisions
.n
The Foundation may at any meeting of its
se1I, lease, or exchange all
of the
Bo:rd of Trustees,
properby,
of its
any substantial part
:r
thereof, upon such terns and conditions as its tsoard of Trustees deen
expedient and for the best interesis
authorized by the affirr,rative
of the Foundation, l,.*:,en
ancl as
vote of a rnajority of the mernbersentitled
to vote, given at a neeting duly called for tha'b purpose, or when authorized by
the lvriiten
conscnt of a na.jority
.6.
and officers
of the membersentitled
Th" FounCabionmay by its
to vote.
E'y-Iaws confer upon the t,rustees
acidiiional pol€rs and authorities
not inconsistent
rzith this
or the laws of the State of Delaivare,
certificate
7,
Any ruember,director,
trustee
or officer
of the Foundation
.nay be rej:nbursed for any expenses, Cisbursenents, or liabilities
made
or incumed W such person for or on account of the Foundation or in
connection'r':il,h 'the.aCninistration
of the Foundation.
The provisions in this paragraph ? of Arti.tu
ptuuunth shall not be .deemed
to exclude any right
trustee
dennificatlon
Dela','rare.
I-
of'business and affairs
of any mernber, director,
or officer
to in-
as granted [- Section 2O3lr of the Genoral Ccrporation Lai'r of
. B.
office,
Any officer
of the Foundation v.rhoshal-l, by virtuu
oi i-,i,
rendsr serrrices in connection vrith the .conduct of the affairs
Foundation, shall be entitled
of the
to such conpensation for such services as the
Board of Trustees shall deen reasonable.
9,
in this
Nothing in these subdivisions (J),
Cer'l,ificate of fncorporation
a distribution
from the properties
(B) and (9) or elsewhere
contained shall be construed to prevent
of the Foundation, othenvise pr-operly made
in accordancewith ths provisions and purposes hereof, by reason of the
fact that one or roore of the menbers, trustees,
directors
or officers
the Foundation nay be corurected or associated',,vith the distributee
shareholder, member,trustee,
.
10,
director,
officer
of
as-
or in any otirer capacity.
Ilone of ihe trustees shall r'eceive irny comilensabionfor their
services as such, but they sha1l be reirnbursed for all
expc:nsesincurred
by therti irr conuection lri.th the nnanagenentand adrninistration
of the affairs
and business of the Foundation.
TI,EIIIH:
repeal any provision
hereafter
The Found*tion reserves the right
containeC in this Certificate
t,o anend, change or
in the manner no,'; or
prescribed by statulr,e, provided, hovever, that any such action
shall be caLculated excLusively to carry out the objects and purposes for
which the Foundation is fornred, and all
rights
herein conferred on trustees
and memberso.i the corporatj-on are granted subject to this
reservation.
TiE, Tffi UllDEnSIGiiE;),for the purpose of forrning this
under the lalrs of tt:e State of Delavare, do make, file
corporation
and record this
Certificate
f
of lnc<.rrporation, and do certify
stated are true,
that the f a c t s a e h e r e i n
and we have accordingly lrereu4to set, our respective hands
and seals.
Datedr
IIew York, NevrYork,
Deceu,ber31, 19L8
-
John F. Byrne (signecl)
fof'
-
Roy A. Prediger (signed)
Jroy A. rredlger
Tiilliam
9
J. La Viene, Jr.
(si
(L.S.)
(L.S,)