Philadelphia Railroad and Steam Works Museum, Inc.
Articles of Incorporation-Nonprofit
- The name of the corporation is:
Philadelphia Railroad and Steam Works Museum, Inc.
- The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:
- Number and Street City State Zip County
1204 South 2nd Street, Philadelphia PA 19147 Philadelphia
- The corporation is incorporated under the Nonprofit Corporation Law of 1988 for the following purpose or purposes.
- The corporation does not contemplate pecuniary gain or profit, incidental or otherwise.
- The corporation is organized on a non-stock basis
- For Nonprofit Corporation Only: (Strike out if inapplicable):
The
corporation shall have no members. (Strike out if inapplicable):
The incorporators constitute a majority of the members of the committee authorized to incorporate such association by the requisite vote required by the organic law of the association for the amendment of such organic law.
For Nonprofit Cooperative Corporation Only: Complete and strike out the inapplicable term: The corporation is a cooperative corporation and the common bond of membership among its (members) (shareholders)- The name(s) and address(es) of each incorporator(s) is (are) (all incorporators must sign below): Name(s) Address(es)
| Gregory Edward Mester, Jr. | 1206 South 2nd Street, Philadelphia, PA 19147 |
| Harry Burkhardt | 205 Wolf Street, Philadelphia, PA 19148 |
| Elizabeth Arana Mester | 1206 South 2nd Street, Philadelphia, PA 19147 |
- The specified effective date, if any, is:
Aug 7, 2019
- Additional provisions of the articles, if any, attach an 8½ x 11 sheet.
Additional provisions of the articles for Philadelphia Railroad and Steam Works Museum
2.01 Duration
The period of duration of the corporation is perpetual.
3.02 Public Benefit
Philadelphia Railroad and Steam Works Museum is designated as a public benefit corporation.
Purpose:
Philadelphia Railroad and Steam Works Museum is a non-profit corporation and shall operate exclusively for historical, educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code. Philadelphia Railroad and Steam Works Museum’s purpose is to:
- Inspire imagination, trades, engineering and bringing fun to Philadelphia families and people of all ages by restoring Railroad and Steam related machinery and transportation systems to working operation or for display and education.
- Bring to working life historical Railroad, Steam and Transportation related systems and equipment in a location that allows the people of Philadelphia and its visitors access to such equipment without having to travel great distances outside of Philadelphia.
To maximize our impact on current efforts, we may seek to collaborate with other non-profit organizations which fall under the 501(c) (3) section of the internal revenue code.
At times, per the discretion of the board of directors, we may provide temporary, full-time, internships or volunteer opportunities which will provide opportunities for involvement in said activities and programs in order to have a greater impact for change.
4.01 Non-profit Nature
Philadelphia Railroad and Steam Works Museum is organized exclusively for charitable and educational, or scientific purposes under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
No part of the net earnings of Philadelphia Railroad and Steam Works Museum shall inure to the benefit of, or be distributable to its members, trustees, 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 (a) by any organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Philadelphia Railroad and Steam Works Museum is not organized and shall not be operated for the private gain of any person. The property of the corporation is irrevocably dedicated to its educational and charitable purposes. No part of the assets, receipts, or net earnings of the corporation shall inure to the benefit of, or be distributed to any individual. The corporation may, however, pay reasonable compensation for services rendered, and make other payments and distributions consistent with these Articles.
4.02 Personal Liability
No officer or director of this corporation shall be personally liable for the debts or obligations of Philadelphia Railroad and Steam Works Museum 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 this organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to federal government or to a state or local government, for a public purpose.
Any organization to receive the assets of the Philadelphia Railroad and Steam Works Museum hereunder shall be selected by the discretion of a majority of the managing body of the Philadelphia Railroad and Steam Works Museum and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Philadelphia Railroad and Steam Works Museum by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Pennsylvania.
In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Pennsylvania to be added to the general fund.
4.03 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, Section 3.01.
4.04 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 (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office.
4.05 Prohibited Activities
Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on (I) by a 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 (II) 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
Philadelphia Railroad and Steam Works Museum shall be governed by its board of directors.
5.02 Initial Directors
The initial directors of the corporation shall be
President, Chair and Secretary: Gregory Edward Mester, Jr
Vice President: Harry Burkhardt
Treasurer: Elizabeth Arana Mester
Kyle Burkhardt
Richard Burkhart
ARTICLE VI MEMBERSHIP
6.01 Membership
Philadelphia Railroad and Steam Works Museum shall have no members. The management of the affairs of the corporation shall be vested in a board of directors, as defined in the corporation’s bylaws
ARTICLE VII AMENDMENTS
7.01 Amendments
Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors.
