NEIL Articles of Organization

These are the NEIL Articles of Organization, as specified by Massachusetts General Laws, Chapter 180.

Article I

The exact name of the corporation is:

New England Interactive Literature, Inc.

Article II

The purpose of the corporation is to engage in the following activities:

To support live action role-playing and interactive literature in the New England area through the running and promotion of conventions and other related venues, wherein authors can present their works and the public can participate in them and engage in activities that are consistent with the Corporation's purposes and an organization exempt under Section 501(c)(3) of the Internal Revenue Code.

The Corporation is organized and operated exclusively for charitable, education and cultural purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.

To carry on such other activity as may be permitted to a Corporation organized under Chapter 180 of the General Laws of the Commonwealth of Massachusetts, but only to the extent that the status of the Corporation as an organization exempt under 501(c)(3) of the Internal Revenue Code is not affected hereby.

Article III

A corporation may have one or more classes of members. If it does, the designation of such classes, the manner of election or appointments, the duration of membership and the qualification and rights, including voting rights, of the members of each class, may be set forth in the by-laws of the corporation or may be set forth below:

The Corporation shall have no voting members. The management and affairs of the Corporation shall be at all times under the direction of the Board of Directors, whose operations in governing the Corporation shall be defined by statute and by the Corporation's By-Laws. No Director shall have any rights, title or interest in or to any property of the Corporation.

Article IV

Other lawful provisions, if any, for the conduct and regulation of business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or members, or of any class of members, are as follows:

Notwithstanding any other provisions of these articles, this organization is organized exclusively for one or more of the purposes specified in Section 501(c)(3) of the Internal Revenue Code, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under Internal Revenue Code Section 501(c)(3) or corresponding provisions of any subsequent Federal tax laws.

The corporation shall have the following powers in furtherance of its corporate purposes:

• (a) The Corporation shall have perpetual succession in its corporate name.

• (b) The Corporation may sue and be sued.

• (c) The Corporation may have a corporate seal which it may alter at pleasure.

• (d) The Corporation may elect or appoint trustees, officers, employees and other agents, fix their compensation and define their duties and obligations, and indemnify such corporate personnel.

• (e) The Corporation may purchase, receive, take by grant, gift, devise, bequest, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, in an unlimited amount.

• (f) The Corporation may solicit and receive contribution from any and all sources and may receive and hold, in trust or otherwise, funds received by gift or bequest.

• (g) The Corporation may sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage, pledge, encumber or create a security interest in, all or any of its property, real or personal, or any interest therein, wherever situated.

• (h) The Corporation may purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise dispose of, mortgage, pledge, use and otherwise deal in and with, bonds and other obligations, shares, or other securities or interests issued by others, whether engaged in similar or different business, governmental, or other activities.

• (i) The Corporation may make contracts and incur liabilities, borrow money at such rates of interest as the Corporation may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage, pledge or encumbrance of, or security interest in, all or any of its property, real or personal, or any interest therein, wherever situated.

• (j) The Corporation may lend money, invest, and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested.

• (k) The Corporation may do business, carry on its operations, and have offices and exercise the powers granted by Massachusetts General Laws, Chapter 180, as now in force or as hereafter amended, in any jurisdiction within or outside the United States, although the Corporation shall not be operated for the primary purpose of carrying on for profit a trade or business unrelated to its tax exempt purposes.

• (l) Unless the Corporation is entitled to exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code in which case it shall make no contribution for other than religious, charitable, scientific, literary or educational purposes, the Corporation may make donations in such amounts as the directors shall determine, irrespective of corporate benefit, for the public welfare or for community fund, hospital, charitable, religious, educational, scientific, civic or similar purposes, and in time of war or other national emergency in aid thereof.

• (m) The Corporation may pay pensions, establish and carry out pension, savings, thrift and other retirement, incentive and benefit plans, trusts and provision for any or all of its directors, officers and employees of any Corporation, fifty percent (50%) or more of the shares which outstanding and entitled to vote on the election of directors or trustees are owned, directly or indirectly, by it.

• (n) The Corporation may be an incorporator of other Corporations of any type or kind.

• (o) The Corporation may be a partner in any business enterprise which it would power to conduct by itself.

• (p) The directors may make, amend or repeal the By-Laws in whole or in part.

• (q) No member, officer or Director of this Corporation shall be personally liable for the debts or obligations of this Corporation of any nature whatsoever, nor shall any of the property of the members, officers or Directors be subject to the payment of the debts or obligations of this Corporation. The Corporation shall, to the fullest extent legally permissible and only to the extent that the status of the Corporation as an organization exempt under Section 501(c)(3) of the Internal Revenue Code is not affected thereby, indemnify each of its directors, officers, employees and other agents against all liabilities, judgments, penalties, costs and expenses (including reasonable attorneys' fees), incurred by him or her with the knowledge and approval of the Corporation, by reason of him or her being or having been such a director, trustee, officer, employee or agent, except to the extent he or she is determined not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation. For the purposes of such indemnification, approval of the Corporation shall mean the affirmative vote of a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such director, trustee, oofficer, employee, or agent appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation. Expenses including counsel fees, reasonably incurred by any such director, trustee, officer, employee or agent in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the Corporation in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the amounts so paid to the Corporation if he shall be adjudicated to be not entitled to indemnification under Massachusetts General Laws, Chapter 180, Section 6, which undertaking may be accepted without reference to the financial ability of such persons to make repayment. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director, trustee, officer, employee or agent may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel may be entitled by contract or otherwise under law. As used in this paragraph, the terms "directors," "trustees," "officer," "employee" and "agent" include their respective heirs, executors and administrators, and an "interested" director or trustee is one against whom in such capacity the proceedings in question or another proceeding on the same or similar grounds is then pending.

• (r) No person shall be disqualified from holding any office by reason of any "interest" in any such "concern" as such terms are hereinafter defined. In the absence of any fraud, any director or officer of this Corporation individually, or any individual having any interest in any concern in which any such directors, officers or individuals have any interest, may be a party to, or may be pecuniarily or otherwise interested in, any contract, transaction, or other act of this Corporation, and

  • (1) such contract, transaction, or act shall not be in any way invalidated or otherwise affected by that fact;

  • (2) no such director, officer or individual shall be liable to account to this Corporation for any profit or benefit realized through any such contract, transaction or act; and

  • (3) any such director of this Corporation may be counted in determining the existence of a quorum at any meeting of the directors or of any committee thereof which shall authorize any such contract, transaction or act, and may vote to authorize the same.

  The term "interest" means personal interest and interest as a director, officer, stockholder, shareholder, trustee or beneficiary of any concern. The term "concern" meaning any Corporation, association, trust, partnership, firm, person, or other entity other than this Corporation.

• (s) No part of the assets of the Corporation and no part of any net earnings of the Corporation shall be divided among or inure to the benefit of any officer or director of the Corporation or any private individual or be appropriated for any purpose other than the purpose of the Corporation as herein set forth, excepting solely such reasonable compensation that the Corporation shall pay for services actually rendered to the Corporation, or allowed by the Corporation as a reasonable allowance for authorized expenditures incurred on behalf of the organization. No substantial part of the activities of the Corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. It is intended that the Corporation shall be entitled to exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code and shall not be a private foundation under Section 509(a) of the Internal Revenue Code.

• (t) In the event of the liquidation or dissolution of the Corporation, after payment of all of the liabilities of the Corporation or due provision therefore, all the assets of the Corporation shall be disposed of to and in such proportions among such organizations organized for purposed similar to those of the Corporation and are exempt from federal income tax under Section 501(c)(3) of the Internal Revenue code, as the directors of the Corporation may by majority vote designate; provided that in the absence of any such designation by the directors the Corporation's property may be applied to charitable, religious, literary or educational purpose in accordance with the doctrine of cy pres in all respects as a court having jurisdiction in the Commonwealth of Massachusetts may direct.

• (u) The Corporation may have and exercise all powers necessary or convenient to effect any or all of the purposes for which the Corporation is formed, provided that no such power shall be exercised in a manner inconsistent with Massachusetts General Laws, Chapter 180 or any other chapter of the General Laws of the Commonwealth or Section 501(c)(3) of the Internal Revenue Code.

• (v) Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on either by a Corporation exempt from fenderal income tax under Section 501(c)(3) of the Internal Revenue Code or by a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

• (w) All references herein to the Internal Revenue Code shall be deemed to refer to the Internal Revenue Code of 1986, as amended from time to time.

• (x) No director or officer of this Corporation shall be personally liable to this Corporation for monetary damages for breach of fiduciary duty as a director or officer notwithstanding any provision of law imposing such liability; provided, that the foregoing shall not eliminated the liability of a director or officer:

  • (i) for any breach of such director's or officer's duty of loyalty to this Corporation,

  • (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,

  • (iii) for any transaction from which such director or officer derived an improper personal benefit.

  The provisions of this Article shall not eliminate or limit the liability of a director or officer for any act or omission occurring prior to the date on which this Article becomes effective. No amendment or repeal of this Article shall adversely affect the rights and protection afforded to a director or officer of this Corporation under this Article for acts or omissions occurring while this Article is in effect.

• (y) The Corporation shall not lend any of its assets to any officer or director of this Corporation or guarantee to any person the payment of a loan by an officer or director of this Corporation.

• (z) Meetings of directors of this Corporation may be held at any place within the United States.

Article V

The by-laws of the corporation have been duly adopted and the initial directors, president, treasurer and clerk or other presiding, financial or recording officers, whose names are set out on the following page, have been duly elected.

Article VI

The effective date of organization of the corporation shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days after the date of filing.

Signed 18 October, 2000