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ARTICLES OF INCORPORATION OF SMUG, INC.


ARTICLE I

The name of this corporation shall be SMUG, INC.


ARTICLE II

This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public and charitable purposes;to provide education to, and encourage interest in, the general public on the use of personal computing.


ARTICLE III

This corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not now permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (2) by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.


ARTICLE IV

The property of this corporation is irrevocably dedicated to charitable purposes, and no part of the net income or assets of this organization shall ever inure to the benefit of any director, officer, or member of this corporation, or to the benefit of any private person.


ARTICLE V

Upon the winding up or dissolution of this corporation, and after paying or adequately providing for the debts and liabilities of the corporation, the remaining assets shall be distributed to a nonprofit fund, foundation, or corporation which is organized or operated exclusively for charitable purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.


ARTICLE VI

No substantial part of the activities of this corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, nor shall this corporation participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.


ARTICLE VII

The name and address in the State of California of this corporation's initial agent for service of process is:

Jerome P. Mullins
95 South Market Street, Suite 300
San Jose, CA 95113


ARTICLE VIII

Notwithstanding any other provision in these Articles of Incorporation, the Corporation shall be subject to the following limitations and restrictions:

(a) The Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income posed by Section 4942 of the Internal Revenue Code.

(b) The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code.

(c) The Corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code.

(d) The Corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code.

(e) The Corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.


ARTICLE IX

The organization shall exist of a single class of members who shall be voting members.






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