The undersigned incorporators, who are individuals 18 years of age or older, acting as the incorporators of a corporation pursuant to the New York Nonprofit Corporation Act, adopt the following Articles of Incorporation:
ARTICLE I: NAME
The name of the corporation is 4F Magic, Inc.
ARTICLE II: DURATION
The duration of the corporation is perpetual.
ARTICLE III: PURPOSE
The corporation’s purpose is to organize and conduct an educational magic convention where magicians with expertise in close-up magic performance, history, and invention come together to learn, share ideas, and showcase their talents in the field of magic. We are committed to fostering a supportive environment that encourages the growth of magical arts while promoting ethical practices and inclusivity.
ARTICLE IV: NON-PROFIT NATURE
4.01. Nature
4F Magic, Inc. shall operate as a nonprofit organization in accordance with the laws of the state of New York and shall not have or issue shares of stock. 4F Magic, Inc. is not organized and shall not be operated for the private gain of any person. No part of the net earnings, assets, or receipts of 4F Magic, Inc. shall inure to the benefit of, or be distributable to its 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 the purposes set forth in the purpose clause hereof.
Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on by any organization exempt from federal income tax code or any future federal tax code.
4.02 Personal Liability
No officer or director of this corporation shall be personally liable for debts or obligations of 4F Magic, Inc. of any nature whatsoever, nor shall any of the property or assets of the officers or directors be subject to the payment of the debts or obligations of this corporation.
4.03 Dissolution
Upon the dissolution of the 4F Magic, Inc., any assets lawfully available for distribution shall be distributed to one or more qualifying organizations described under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the dissolving corporation.
The organization to receive the assets of 4F Magic, Inc. hereunder shall be selected by the discretion of the majority of the managing body of the 4F Magic, Inc. and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a courts of proper jurisdiction against the 4F Magic, Inc. by one of more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon finding that this section is applicable shall select the qualifying organization or organizations to receive the asset to be distributed.
4.04 Prohibited Distributions
No part of the net earnings, or properties of this corporation, on dissolution or otherwise, shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private person or individual, 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 the purposes set forth in Article III.
4.05 Restricted Activities
No substantial part of the corporation’s activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in any political campaign on behalf of or in opposition to any candidate for public office.
4.06 Prohibited Activities
Notwithstanding any other provisions of these articles, the corporation shall not carry on any activities not permitted to be carried on by the corporation exempt from federal income tax as an organization described by Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE V: Board of Directors
5.01 Governance
4F Magic, Inc. shall be governed by its board of directors.
5.02 Initial Directors
The affairs of the corporation shall be managed by a Board of Directors. The number of board members constituting the initial Board of Directors is 3 and the names and addresses of the persons who are to serve as the initial directors until the first annual meeting or until their successors are appointed are:
Glenn Brown, 73-200 Owl Drive, Ottawa, ON K1V 9P7 Canada
Joan Caesar, 92 Water St., Elora, ON N0B 1S0 Canada
Steve Beam, 108 Running Creek Road, Cary, NC 27518
ARTICLE VI: Membership
Membership in 4F Magic, Inc. is for invited individuals who share an interest and have established a level of expertise in the art and performance of close-up magic, as determined by the criteria established in the bylaws. Membership is determined by invitation every year. All members are expected to uphold 4F Magic, Inc.’s mission, abide by its bylaws and policies, and contribute to a supportive, collaborative environment. The organization reserves the right to approve, suspend, or terminate memberships in accordance with the procedures outlined in its governing documents.
ARTICLE VII: Amendments
Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds of the board of directors.
ARTICLE VIII: Addresses of the Corporation
The physical address of the corporation is: 5548 Broadway St., Lancaster, NY 14086
The mailing address of the corporation is: P.O. Box 387, Lancaster, NY 14086
ARTICLE IX: Registered Agent
The registered agent of the corporation shall be:
Paul Richard Bystrak, 5548 Broadway St., Lancaster, NY 14086
ARTICLE X: Incorporators
The incorporators t of the corporation shall be:
Paul Richard Bystrak, 5548 Broadway St., Lancaster, NY 14086
Katalina Absolon, 6029 Amber Valley Lane, Indianapolis IN 46237
Certificate of Adoption of Articles of Incorporation
We, the undersigned do hereby certify that the above state Articles of Incorporation of 4F Magic, Inc., were approved by the board of directors and constitute a complete copy of the Articles of Incorporation of 4F Magic, Inc.
Glenn Brown
Joan Caesar
Steve Beam
Date: 25 Nov 24