CERTIFICATE OF INCORPORATION
OF
DELRAN EDUCATION FOUNDATION, INC.
I, the undersigned, acting as the incorporator of a nonprofit corporation under the New
Jersey Nonprofit Corporation Act (the “Act”), hereby adopt the following Certificate of
Incorporation for such corporation:
ARTICLE ONE
The name of the corporation (the “Corporation”) is Delran Education Foundation, Inc.
ARTICLE TWO
The purposes for which the Corporation is organized are (i) to enrich the educational
experiences for students of the Delran Township School District by supporting the highest
quality in educational programs and initiatives, (ii) to raise funds to support such programs and
initiatives, and (iii) to engage in other activities within the purposes for which nonprofit
corporations may be organized under the laws of the State of New Jersey and pursuant to Section
501(c)(3) of the Internal Revenue Code (the “Code”).
The Corporation is organized and shall be operated exclusively for charitable and
educational purposes, including, for such purposes within the meaning of Section 501(c)(3) of
the Code, the making of distributions to organizations that qualify as exempt organizations under
Section 501(c)(3) of the Code, and to that end (i) holding any property, or any undivided interest
therein, without limitation to amount or value, (ii) disposing of any such property, (iii) investing,
reinvesting, or dealing with the principal or the income of such property in such manner as, in
the judgment of the trustees, will best promote the purposes of the corporation without limitation,
except such limitations, if any, as may be contained in the instrument under which such property
is received, this Certificate of Incorporation, the Bylaws of the Corporation, or any applicable
laws, and (iv) doing any other act or thing incidental to or connected with the foregoing purposes
or in advancement thereof, but not for the pecuniary profit or financial gain of its trustees or
officers except as permitted under the Act and the provisions of the Code applicable to qualified
tax exempt organizations under Section 501(c)(3) of the Code.
The Corporation is a nonprofit corporation, and is not organized and shall not be operated
for pecuniary profit. No part of the net earnings of the Corporation shall inure to the benefit of,
or be distributable to its trustees, officers, or other private persons, except that the Corporation
shall be authorized and empowered to pay approved reasonable compensation for services
rendered and to make approved payments and reimbursement for reasonable and necessary
expenses incurred in conducting the Corporation’s affairs and in carrying out its exempt
purposes as set forth in the above.
Notwithstanding any other provision of this document to the contrary, the Corporation
shall not carry on any other activities not permitted to be carried on (a) by organizations exempt
from federal taxation under Section 501(c)(3) of the Code or the corresponding sections of any
future federal tax code, or (b) by an organization contributions to which are deductible under
Section 170(c)(2) of the Code or the corresponding sections of any future federal tax code.
No substantial part of the activities of the Corporation shall be the carrying on of
propaganda or otherwise attempting to influence legislation (except as otherwise provided in
Section 501(h) of the Code), nor shall the Corporation participate or intervene in any political
campaign on behalf of or in opposition to any candidate for public office (including the
publishing or distribution of statements).
ARTICLE THREE
The Corporation shall not have members.
ARTICLE FOUR
The method of electing trustees shall be set forth in the bylaws of the Corporation.
ARTICLE FIVE
The address of the Corporation’s initial registered office is _________ and the name of
the registered agent at said registered office is ______.
ARTICLE SIX
The number of trustees constituting the first board of trustees is ____ (__) and the names
and residences or other addresses where mail is regularly received by the persons who are to
serve as such trustees are:
ARTICLE SEVEN
The name and address of the incorporator is as follows: __________
ARTICLE EIGHT
The Corporation shall have perpetual duration.
ARTICLE NINE
Upon the dissolution of the Corporation, its assets shall be distributed for one or more
exempt purposes within the meaning of Section 501(c)(3) of the Code or the corresponding
sections 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 disposed of shall be disposed
of by a court of competent jurisdiction of the county in which the principal office of the
Corporation is then located, exclusively for such purposes or to such organizations as such court
shall determine that are organized and operated exclusively for such purposes.
ARTICLE TEN
No trustee or officer shall be personally liable to the corporation for damages for breach
of any duty owed to the corporation or its members, except that such provision shall not relieve a
trustee or officer from liability for any breach of duty based upon an act or omission (1) in
breach of such person’s duty of loyalty to the corporation or its members, (2) not in good faith or
involving a knowing violation of law or (3) resulting in receipt by such person of an improper
personal benefit. The Corporation shall have the authority to indemnify every corporate agent, as
defined in, and to the full extent permitted by, Section 15A:3-4 of the Act or the corresponding
section of any subsequent state law.
IN WITNESS WHEREOF, the undersigned, being the incorporator of the above-named
Corporation, has signed this Certificate of Incorporation on _______, 2015.