CERTIFICATE OF INCORPORATION OF
HAWTHORN GROVE, INC.
Under Section 402 of the Not-For-Profit Corporation Law,
THE UNDERSIGNED, for the purpose of forming a corporation pursuant to Section 402 of the Not-For-Profit Corporation Law of the State of New York, do hereby certify and set forth:
[1]. The name of the Corporation is:
HAWTHORN GROVE, INC.
[2]. The Corporation will be a Type B corporation as defined under Section 402 of the Not-For-Profit Corporation Law, and is a corporation as defined in subparagraph [a][5] of Section 201.
[3]. The purposes for which the Corporation is formed are as follows, to wit:
[a]. To promote daily prayer and study according to the teachings of the native and shamanistic religions which are indigenous to ancient and modern peoples;
[b]. To assemble at regular intervals to celebrate the cycles of nature and honor the potent spirits of the divine Queen and King of the elements, honoring the community of all Deities, and to seek self-development through meditation and other spiritual techniques;
[c]. To train and ordain clergy;
[d]. To educate the public and issue publications;
[e]. To receive and maintain a fund or funds and to apply, from time to time, all or part thereof, and the income therefrom, for religious, educational and charitable causes;
[f]. To do all such things as are incidental or conducive to the attainment of the above objects and in particular:
[i]. To use, apply, give, devote or distribute from time to time all or part of the fund or funds of the Corporation and the income therefrom for religious or charitable purposes, to or for any religious or charitable organization which carries on and promotes the objects of the Corporation;
[ii]. To use, apply, give, devote or distribute from time to time all or part of the funds of the Corporation and the income therefrom for religious or charitable purposes by such means as may from time to time seem expedient to its directors, including research, publication, and the aid of any such activities, agencies or institutions already established;
[iii]. To hold, manage, sell or convert any of the real or personal property from time to time owned by the Corporation and to invest and reinvest any principal in investments authorized by law for the investment of trust funds, and to retain any real or personal property in the form in which it may be when received by the Corporation for such length of time as it may be deemed best by its directors;
[iv]. To exercise all voting rights and to authorize and direct the execution and delivery of proxies in connection with any memberships, shares or obligations in any company, association or corporation owned by the Corporation or with which the Corporation may be affiliated;
[v]. To employ and pay such assistants, clerks, agents, representatives and employees, and to procure, equip and maintain such offices and other facilities, and to incur such reasonable expenses as may be necessary;
[vi]. To solicit funds from members, the general public, public and private foundations and federal, state and local government, through annual giving programs, deferred giving and capital fund drives, such funds to be used exclusively as set forth above;
[vii]. To do any other act or thing incidental or connected with the foregoing purposes, or in advancement thereof, but not for pecuniary profits or financial gain of its Members, Directors or Officers except as permitted under Article Five of the Not-For-Profit Corporation Law.
[4]. Notwithstanding any other provisions of these articles, the Corporation shall not carry on any activities not permitted to be carried on by: a corporation or organization, exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or corresponding section of any future Federal tax code; and furthermore;
[A]. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its Members, Trustees, Directors, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of IRC Section 501(c)(3) purposes.
[B]. 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 publishing of statements) any political campaign on behalf of or in opposition to any candidate for public office.
[C]. Upon approval of a Justice of the Supreme Court of the State of New York, for the dissolution of this Corporation, and the winding up of its affairs, assets shall be distributed for one or more of the exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, or corresponding section of the Federal tax code, or to be distributed to the Federal government, or to a state or local government, for a public purpose.
[D]. In any taxable year in which the Corporation is a private foundation as described in IRC Section 509(a), the Corporation shall distribute its income for said period at such time and manner as not to subject it to tax under IRC Section 4942, and the Corporation shall not: (a) engage in any act of self-dealing as defined in IRC Section 4941[d], (b) retain any excess business holdings as defined in IRC Section 4943[c], or (c) make any investments [in a] manner as [to] subject the Corporation to tax under IRC Section 4944, or (d) make any taxable expenditures as defined in IRC Section 4945[d] or any corresponding provisions of any subsequent Federal tax laws.
[4]. The office of the Corporation is to be located in the County of Sullivan and State of New York, or such other place within or without the State of New York as its Directors may consider appropriate;
[5]. The Secretary of State of the State of New York is designated as the agent of the Corporation upon whom process against it may be served, and the post office address to which the Secretary of State may mail a copy of such process served upon her or him is: . .
Note: Names and addresses of the seven initial Directors and Incorporators are not included in this on-line copy, pursuant to privacy provisions of the By-Laws adopted after incorporation.
IN WITNESS WHEREOF, we have made and subscribed this Certificate, this 31st day of October, 1992. . .
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RE: CERTIFICATE OF INCORPORATION OF HAWTHORN GROVE, INC.
I ROBERT C. WILLIAMS, a Justice of the Supreme Court of the State of New York, Third Judicial District, approve the foregoing Certificate of Incorporation of Hawthorn Grove, Inc. and consent to its filing.
Dated: Monticello, New York
November 17th, 1992
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ROBERT C. WILLIAMS
SUPREME COURT JUSTICE
THE STATE EDUCATION DEPARTMENT
THE UNIVERSITY OF THE STATE OF NEW YORK
ALBANY, NY 12234
OFFICE OF THE COUNSEL
November 25, 1992
TO: Department of State, Bureau of Corporations
FROM: Office of Counsel and Deputy Commissioner for Legal Affairs
SUBJECT: HAWTHORN GROVE, INC.
REFERENCE: Proposed Certificate of Incorporation
The attached document was submitted to this office for review to determine whether the provisions of section 216 of the Education Law require the consent of the Commissioner of Education to its filing with the Department of State, or whether the Education Department would have any objection to its filing.
After review, it is the opinion of this office that there is no necessity for the Commissioner to consent to filing, and that we have no objection to such filing.
This waiver of consent to filing is granted with the understanding and upon the conditions set forth on the reverse side of this memorandum.
This waiver of consent to filing is granted with the understanding that nothing contained in the annexed document shall be construed as authorizing the corporation to engage in the practice of law, except as provided by subdivision 7 of section 495 of the Judiciary Law, or of any of the professions designated in Title VIII of the Education Law, or to conduct a school for any such profession, or to hold itself out to the public as offering professional services.
This waiver of consent to filing is granted with the further understanding that nothing contained in the annexed document shall be construed as authorizing the corporation to operate a nursery school, kindergarten, elementary school, secondary school, institution of higher education, cable television facility, educational television station pursuant to section 236 of the Education Law, library, museum, or historical society, or to maintain an historic site.
This waiver of consent to filing shall not be deemed to be or to take the place of registration for the operation of a private business school in accordance with the provisions of section 5002 of the Education Law, nor shall it be deemed to be, or to take the place of, a license granted by the Board of Regents pursuant to the provisions of section 5001 of the Education Law, a license granted by the Commissioner of Motor Vehicles pursuant to the provisions of section 394 of the Vehicle and Traffic Law, a license as an employment agency granted pursuant to section 172 of the General Business Law, or any other license, certificate, registration, or approval required by law.
Filed and Recorded: 12/14/1992
NYS Department of State
Division of Corporations and State Records
Corporation Name: Hawthorn Grove, Inc.
Duration: Perpetual