Society for Historical Education, Inc.

CERTIFICATE OF INCORPORATION
OF
The Society for Historical Education, Inc.

We, the undersigned, do hereby associate ourselves into a corporation under and by virtue of the provisions of Chapter 181 of the Laws of New Jersey of 1898, and the amendments and supplements thereto (R. S. 15:1-1, et sex.) for purposes other than pecuniary profit, and do hereby certify as follows:

FIRST: The name by which the corporation shall be known is: "SOCIETY FOR HISTORICAL EDUCATION, INC."

SECOND: The corporation is organized and shall be operated for charitable, educational and scientific purposes, within the meaning of section 501(c)(3) of the Internal Revenue Code of 1954, and more specifically for the following purposes:

1. To research and promote alternative educational possibilities for children and adults, to implement innovative learning approaches on an experimental basis and for the good of the community, and to do any and all acts proper and suitable for this purpose;

2. To establish a nonprofit education institution in which persons of both sexes, without regard to race, color, creed or religious faith may learn all branches of history, philosophy, reading, mathematics, science, spoken language, architecture, building, chemistry, religion, civil, mechanical, electrical, and sanitary engineering, mechanical and free-hand drawing, painting, sculpting, photography, typewriting, stenography, computer sciences, and all other branches and departments of human knowledge.

3. To compile genealogical research data in order to perform religious ordinances in accordance with the religious precepts of the religious denomination(s) to which any of its members may and do belong, and to engage in research and the general study of history, promoting interest therein within the extended community it serves;

4. To own all real estate and equipment necessary therefore by purchase, lease, or otherwise, and to equip, outfit and adapt the same for such purposes;

5. To construct, build, operate, maintain, lease, hire or otherwise acquire cabins, lodges, tents, recreation halls, living quarters, accomodations and ausilliary buildings of any and all kinds, motor boats, canoes, skiffs and boats of any and all descriptions, boat houses, bath houses, bathing beaches, tennis courts, golf courses, baseball field, ans all facilities for recreation and sports of all kinds;

6. To prepare, manufacture, sell and generally deal in books, maps, charts, lesson and examination papers, charts, forms, casts, models, drawings, engravings, instruments, and school and stationary supplies of every description;

7. To prepare, compile, edit, select, distribute and disseminate information of all kinds which may be useful in furthering the purposes and activities of the corporation, but not to include any material which woul dbe in violation of section 501(c)(3) of the Internal Revenue Code of 1954; and

8. To do all things not prohibited by applicable law and to exercise all authority within the purposes stated in these articles or incidental thereto.

THIRD: As a means of accomplishing the foregoing purposes, the corporation shall have the following powers:

1. To carry on its operations, conduct business and do any of the things hereinabove set forth in any of the United States, the District of Columbia, in any territory, colony, or dependency of the united States, or in any foreign country or any colony or dependency thereof, then as to such jurisdictions and each of them, this corporation shall be deemed to have such powers only insofar as such jurisdictions respectively permit corporations such as this one within their several respective jurisdictions to be organized or to execute such powers;

2. To employ, hire, appoint and retain firms, corporations, and individuals to act as agents of this corporation, and to carry out any and all functions incidental or necessary to the purposes hereinabove set forth, or incidental or necessary to the powers so conferred, or conducive to the attainment of the purposes of the Corporation, and to at any time, with or without stated cause or notice on the part of such persons, firms, corporations, or organizations, in the manner set forth in the by-laws;

3. To pay out of the funds of the corporation all costs and expenses and incidentals to the incorporation and organization of the corporation;

4. To solicit contributions, donations, bequests and devises of real property;

5. To accept, acquire, receive, take and hold by bequest, devise, grant, purchase, gift, exchange, lease, transfer, judicial order or decree, or otherwise, for any of its objects or purposes, any property, both real and personal, of whatever kind, nature, or description, and wherever situated;

6. To make contributions, grants, loans, guarantees and other payments of money and extensions of credit to any organization, public or private, or individual;

7. To purchase or otherwise acquire lands and interest in lands whether lease-hold, in fee, or otherwise, situated within or without the State of New Jersey, and to own, hold, improve by building or otherwise, and to deal in and with, or to lease out or otherwise use for corporate purpose, and to sell, exchange, convey, mortgage, lease, transfer, or otherwise dispose of, any such property both real and personal, as the subjects to such limitations may be prescribed by law or this certificate of incorporation.

8. To enter into, make, perform, carry out, or cancel and rescind contracts of every kind for any lawful corporate purposes, with any persons, entity, syndicate, partnership, association, corporation, or governmental, municipal, or public authority, domestic or foreign;

9. To invest and reinvest its funds in such stock, common or preferred, bonds, debentures, mortgages, or in such other securities and property as the Board of Trustees shall deem advisable, subject to the limitations and conditions contained in any bequest, devise, grant, or gift, provided such limitations and conditions are not in conflict with the provisions of Section 501(c)(3) of the Internal Revenue Code of 1954;

10. In general, and subejct to such limitations and conditions as are or may be prescribed by law, to exercise such other powers which now or hereafter may be conferred by law upon a corporation organized for purposes hereinabove set forth, or as necessary or incidental to the powers so conferred, or conducive to the attainment of the purposes of the Corporation, subject to the further limitation and condition, notwithstanding any other provision of the certificate, only such powers shall be exercised as are in furtherance of the tax-exempt purposes of the Corporation and as may be exercised by an organization contributions to which are deductible under Section 170(c)(2), Section 2055(a)(2), and Section 2522(a)(2) of such Code;

FOURTH: The following provisions shall govern the organization, operation and dissolution of the Corporation:

The Corporation shall neither have nor exercise any power, nor shall it directly or indirectly engage in any activity that would (a) prevent it from obtaining exemption from federal income taxation as a corporation described in Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law, or (b) cause it to lose such exempt status;

2. The Corporation shall not be operated for the purpose of carrying on a trade or business for profit.

3. No part of the net earnings of the Corporation shall inure to the benefit of any member, trustee, officer, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes, but only when agreement for said services is entered into in accordance with the provisions of the by-laws), and no member, trustee, officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation;

4. No substantial part of the activities of the Corporation 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 publication or distribtuion of statements) any political campaign on behalf of any candidate for public office, at least as far as prohibited by Code section 501(c)(3);

5. Notwithstanding any other provision of this certificate, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization except under Section 501(c)(3) of the Internal Revenue Code, or by an organization contributions to which are deductible under Section 170(c)(2), Section 2055(a)(2), and Section 2522(a)(2) of such Code;

6. Upon the dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to charitable, religious, scientific, literary or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code;

FIFTH: For the purpose of this certificate references to the provisions of the Internal Revenue Code of 1954 and Regulations issued pursuant thereto shall also be deemed to include statutes and Regulations which supersede such provisions.

SIXTH: The memebrs of the Corporation shall consist of (a) the persons named in this certificate as the trustees for the first year; and (b) such other persons as the Board of Trustees may from time to time elect to the membership.

SEVENTH: The place in which the operations of this corporation are principally to be conducted is the County of Mercer, State of New Jersey, but the operations of the corporation shall not be limited to that territory.

EIGHTH: The number of trustees of the corporation shall be as specified in the By-Laws, but in no event fewer than three.

NINTH: The names and post office addresses of the trustees selected for the first year of the corporation's existence are as follows:

Thomas S. Rue

1 Fairfacts Street

Trenton, New Jersey 08638

Clyde B. Rue

179 Foch Avenue

Lawrenceville, New Jersey 08648

Bernette Ann Rue

179 Foch Avenue

Lawrenceville, New Jersey 08648

Margaret L. Copeland

19 East Curlis Avenue

Pennington, New Jersey 08534

The above listed trustees shall also act as incorporators for the purposes of this Certificate, and the names and post office addresses of the remainder of the incorporators are as follows:

Mary Lee McKechnie

38 Mohawk Avenue

Rockaway, New Jersey 07866

Sharon Sizemore

8 Alyce Court

Lawrenceville, New Jersey 08648

TENTH: The post office address and the name of the resident agent upon whom process against the corporation may be served is:

Thomas S. Rue

179 Foch Avenue

Lawrenceville, New Jersey 08648

IN WITNESS WHEREOF, we have hereunto signed our names as the incorporators of this corporation, and acknowledged this certificate this 27th day of February 1982.

Thomas S. Rue
Clyde B. Rue
Bernette Ann Rue
Margaret L. Copeland
Mary Lee McKechnie
Sharon Sizemore


STATE OF NEW JERSEY)
                   ) ss.
COUNTY OF MERCER   )

BE IT REMEMBERED that on this 27th day of February 1982, before me the subscriber, a Notary Public in and for the State of New Jersey and County of Mercer, personally appeared Thomas S. Rue, Clyde B. Rue, Bernette Ann Rue, Margaret L. Copeland, Mary Lee McKechnie, and Sharon Sizemore, who I am satisfied are the persons named in and who executed the within instrument, and thereupon acknowledged that they signed, sealed and delivered the same as their act and deed, for the uses and purposes therein expressed.

H. Randall MacDade
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires March 16, 1982

PREPARED BY: Thomas S. Rue

RECEIVED & RECORDED
MERCER COUNTY CLERK'S OFFICE
Mar 3, 9:24 AM, '82
ALBERT E. DRIVER, JR.
COUNTY CLERK
[vol. 92: p. 604]

FILED
Mar 3
JANE BURGIO
Secretary of State
[Mar 3, 82, 179330, 2215, Certificate of Incorp, A]