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ARTICLES OF INCORPORATION
OF
Licensing Executives Society Foundation
As amended October 14, 2007
The undersigned, for the purposes of forming a corporation without authority to issue capital stock under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Title 8, Chapter 1 of the Delaware code and the acts amendatory thereof and supplemental thereto, and known and referred to as the “General Corporation Law of the State of Delaware”) hereby certifies:
FIRST: The name of the corporation (hereafter referred to as the “Corporation”) is the Licensing Executives Society (LES) Foundation, Inc.”
SECOND: The address of the registered office of the Corporation is 2711 Centerville Road, Suite 400, Wilmington County of New Castle, Delaware 19808. The name of the registered agent of the Corporation at that address is Corporation Service Company.
THIRD: The Corporation is organized and shall be operated exclusively for the benefit of Licensing Executives Society (U.S.A. and Canada), Inc., a New York nonprofit corporation, through the conduct of activities that are charitable and educational within the meaning of Code Section 170(c)(2).
In furtherance of its corporate purposes, the Corporation shall have all the general powers enumerated in sections 121 and 122 of the General Corporation Law of the State of Delaware.
FOURTH: The Corporation is not organized for profit and shall not have authority to issue capital stock.
FIFTH: The Corporation may have one or more classes of members, as specified in the By-Laws of the Corporation. The rights of members and any conditions of membership shall be stated in the By-Laws of the Corporation.
SIXTH: The name and mailing address of the incorporator of the Corporation are: Ken Schoppmann, 1800 Diagonal Road, Suite 280, Alexandria, VA 22314. The name and mailing address of each person who is to serve as a director are:
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Mr. Arthur S. Rose
Knobbe, Martens, Olson & Bear, LLP
2040 Main Street
14th Floor
Irvine, CA 92614
USA
Ms. Ada C. Nielsen
BP America Inc.
546 Timber Lane
Lake Forest, IL 60045
USA
Mr. James R. Sobieraj
Brinks Hofer Gilson & Lione
455 N. Cityfront Plaza Drive
NBC Tower - Suite 3600
Chicago, IL 60611
USA
Mr. E.B. (Ted) Cross
E.B. Cross & Company
113 Sandy Ridge Place
Waterloo, ON N2T 1C5
CANADA
Mr. Peter M. Ross
University of Western Ontario
Stevenson-Lawson Building #328
London, ON N6A 5B8
CANADA
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Ms. Tatiana K. Moore
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052
USA
Mr. Allen R. Baum
Hutchison Law Group
5410 Trinity Road
Suite 400
Raleigh, NC 27607-3815
USA
Ms. Linda Chao
Stanford University
Office of Technology Licensing
1705 El Camino Real
Palo Alto, CA 94306-1106
USA
Ms. Catherine E. Vorwald, M.S., M.B.A.
UMB BioPark
800 West Baltimore Street
Baltimore, MD 21201
USA
Mr. James R. Sobieraj
Brinks Hofer Gilson & Lione
455 N. Cityfront Plaza Drive
NBC Tower - Suite 3600
Chicago, IL 60611
USA
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SEVENTH, Except as otherwise provided by law or in this Certificate of Incorporation or the By-Laws of the Corporation, the business of the Corporation shall be managed and the powers of the Corporation shall be exercised by the Board of Directors of the Corporation.
EIGHTH: The duration of the existence of the Corporation is perpetual.
NINTH: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any director or officer of the Corporation or any other private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to or for the Corporation and to make payments and distributions in furtherance of the purposes set forth in Article THIRD hereof.
No substantial part of the activities of the Corporation shall be carrying on of propaganda, otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publishing or distribution of statements concerning) any political campaign on behalf of any candidate for public office.
TENTH: In the event of dissolution or final liquidation of the Corporation, all of the remaining assets and property of the Corporation shall, after paying or making provision for the payment of all of the liabilities and obligations of the Corporation and for necessary expenses thereof, be distributed exclusively for the exempt purposes of the Corporation (as defined in Section 501(c)(3) of the Internal Revenue Code) in such manner, or to such organization or organizations organized and operated exclusively for exempt purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code, as the Board of Directors shall determine. In no event shall any such assets or property be distributed to any director or officer, or any private individual.
ELEVENTH: No director of the Corporation shall be personally liable for monetary damages for breach of fiduciary duty as a director, except that a director shall be liable (a) for any breach of the director’s duty of loyalty to the Corporation and its members (b) for acts or omissions not in good faith or which involve intentional or reckless misconduct or a knowing violation of the law, (c) under section 174 of the General Corporation Law of the State of Delaware (concerning unlawful payments), and (d) for any transaction in which the director derived an improper personal benefit.
TWELFTH: All references above to the Internal Revenue Code are to the Internal Revenue Code of 1986, as amended (or to the corresponding provision of any future U.S. internal revenue law).
IN WITNESS WHEREOF, the undersigned, being the President of the incorporator named above, pursuant to the General Corporation Law of the State of Delaware, does make this certificate, hereby declaring and certifying that this is his act and deed and the facts herein stated are true, and accordingly has hereunto set his hand this 6th day of December 2007