The Connecticut Professional Genealogists Council, Inc.
Certificate of Incorporation
We, the Incorporators, certify that we hereby associate ourselves as a body politic and corporate under the Nonstock Corporation Act of the State of
1. The name of the corporation is: Connecticut Professional Genealogists Council, Inc.
2. The nature of the activities to be conducted and the purposes to be promoted or carried out by the corporation, are as follows:
(a) To bring together those people who perform or are interested in performing genealogical research for paying clients, those who maintain genealogical libraries or collections for others and those who publish or assist in publishing genealogical works, whose residence or interest is in the State of
(b) To discover more about the practice of genealogical research and particularly the business of professional research through monthly educational programs with speakers, workshops and exercises, and other meetings as deemed appropriate by the governing Board of Directors.
(c) To maintain relationships with those agencies of government and others whose business it is to provide access to public and private records of interest to genealogists in general, and to provide mutual communication to protect a free and open access to these records, and to engage in other mutually agreeable activities to enhance the relationship between genealogists and those agencies.
(d) To engage in fundraising activities of a nonprofit nature, such activity to be limited to the collection of funds for the benefit of repositories for genealogical materials.
(e) To disseminate genealogical information in the form of newsletters, position papers, pamphlets and other written and electronic materials to genealogists.
(f) The corporation is organized exclusively for charitable, education and scientific purposes, including the making or distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
3. The classes, rights privileges, qualification, obligations and the manner of election and appointment of members are as follows:
(a) Any person interested in professional genealogy in
(b) Individual Members shall consist of any person who has attained eighteen (18) years of age and is interested in the purposes of the corporation.
(c) Life Members shall consist of those persons elected as such by the Board of Directors. Life Members shall be exempt from any annual assessment of dues. Life Members may attend all meetings of the members of the corporation and shall have all voting rights of Individual Members.
(d) Honorary Members shall be those persons whose activities have substantially contributed to promoting the objectives of the corporation, but shall have no voting rights. Persons may become such Honorary Members upon nomination by the Board of Directors and election by three-fourths (3/4) vote of the members of the corporation present and voting at an annual meeting.
(e) The membership of a member of any class shall terminate upon his or her death or resignation. Any such membership, however, may be reinstated at a later date by acceptance by the corporation of payment of the then current dues.
4. The Corporation is nonprofit and shall not have or issue shares of stock or pay dividends. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, directors, officers or other private persons or corporations, 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 2 hereof.
(a) No substantial 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 publication or distribution of statements) any political campaign on behalf of, or opposed to, any candidate for public office.
(b) Notwithstanding any other provision of this Certificate of Incorporation, the Corporation shall not carry on any activities not permitted to be conducted or carried on by: (i) a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) and the regulations promulgated thereunder from time to time or (ii) a corporation or other organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) and the regulations promulgated thereunder from time to time.
5. The Corporation shall have perpetual existence but in the event of the dissolution of the Corporation or the termination of its corporate existence, the Board of Directors shall after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of its assets exclusively for charitable, religious, scientific or education purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine, provided that no amounts shall be distributed to or for the benefit of any organization which does not so qualify. Any such assets not so disposed of shall be submitted to the Superior Court for
6. This Certificate of Incorporation may not be amended to permit any action which would prevent the Corporation from qualifying as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).