Articles of Incorporation

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Articles of Association

Note: This electronic copy is a copy of the paper document submitted in the state the New Jersey.

I have only reformatted a little for readability. --Geoff 20:38, 15 May 2005 (EDT)

Certificate of Incorporation: of SAGE, Inc

[Paperwork was re-filed as The System Administrators Guild, Inc.]

The undersigned, of the age of eighteen years or over, for the purpose of forming a nonprofit corporation to the provisions of Title 15A of the New Jersey Revised Statutes known as the “New Jersey Nonprofit Corporation Act” does hereby execute the following certificate of incorporation:

FIRST: The name by which this corporation is to be known is SAGE, Inc.

SECOND: The corporation is organized and shall be operated exclusively for charitable, religious, educational, and scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, and in particular, to further the interests of computer and network system administrators through education, professional support and other such means.

THIRD: As a means of accomplishing the forgoing purposes, the corporation shall have the following powers:

  1. To solicit and receive dues from its membership;
  2. To make contributions, grants, to further the cause of system administration anywhere;
  3. To make and perform contracts and incur liabilities;
  4. To delegate functions, conduct its activities through other organizations and individuals and to become a member of any committee or other organization;
  5. To accept, acquire, receive, take, and hold by bequest, devise, grant, purchase, sale, exchange, lease, transfer, judicial order, or decree, or otherwise, for any of its projects and purposes, any property, both real and personal, of whatever kind, nature, or description and wherever situated;
  6. To sell, exchange, convey, mortgage, lease, transfer, or otherwise dispose of, any such property, both real and personal, as the objects and purposes of the corporation may require, subject to such limitations as may be required by law or this certificate of incorporation;
  7. To borrow money and , from time to time, to make, accept, endorse, execute, and issue bonds, debentures, promissory notes, bills of exchange, and other obligations of the corporations for moneys borrowed or in payment of property acquired or for any of the purposes of the corporation, and to secure the payment of any obligations by mortgage, pledge, deed, indenture, agreement, or other instrument of trust, or by any other lien upon, assignment of or agreement in regard to all or any part of the property, rights or privileges of the corporation whereever situated, whether now owned or hereafter to be acquired;
  8. To invest and reinvest its funds in such common or preferred stocks, bonds, debentures, mortgages, or in such other securities and property as its Board of Trustees shall deem advisable, subject to the limitations and conditions and contained in any bequest, devise, grant, or gift, provided such limitations an Internal Revenue Code; and
  9. In general, and subject to such limitations and conditions as are or may be prescribed by law, to exercise such other powers which now are or hereafter may be conferred by law upon a corporation organized for the purposes herein above set forth, or necessary or incidental to the powers so conferred, or conducive to the attainment of the purposes of the corporation, subject to the further limitation and condition that, notwithstanding any other provisions of this certificate, only such powers shall be exercised as are in furtherance of the tax-exempt purpose of the corporation and as may be exercised by an organization exempt from federal income tax under section 501(c)(3) of the Internal revenue Code and by an organization contributions to which are deductible under section 170, section 2055(a)(2), and section 2522(a)(2) of such Code.

FOURTH: The following provisions shall govern the organization, operation, and dissolution of the corporation:

  1. The corporation shall neither have nor exercise any power, nor shall it directly or indirectly engage in any activity, that would (a) prevent it from obtaining exemption from federal income taxation as a corporation described in section 501(c)(3) of the Internal Revenue Code, or (b) cause it to lose such exempt status;
  2. The corporation shall not be operated for the purpose of carrying on a trade or business for profit;
  3. No part of the net earnings of the corporation 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 Article THIRD hereof;
  4. No substantial part of the 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 publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
  5. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) 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;
  6. During any period in which the corporation may be classified as a private foundation within the meaning of section 509 of the Internal Revenue Code, the corporation shall distribute its income at such times and in such manner as to avoid taxation under section 4942 of such Code, and the corporation shall not engage in any act of self-dealing (as defined in section 4941(d) of such Code), shall not retain any excess business holdings (as defined in section 4943(c) of such Code); shall not make any investments in such manner as to subject the corporation to tax under section 4944 of such Code, and shall not make any taxable expenditures (as defined in section 4945(d) of such Code).
  7. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine which are organized and operated exclusively for such purposes.

FIFTH: For purposes of this certificate references to provisions of the Internal Revenue Code shall be deemed to refer to the United States Internal Revenue Code and the Regulations adopted pursuant thereto, and shall be deemed to include statutes and Regulations which supersede by are analogous to such provisions.

SIXTH: The corporation shall have members.

SEVENTH: The method of electing trustees of the corporation shall be as set forth in the By-laws of the corporation.

EIGTH: The number of trustees constituting the first Board of Trustees shall be four (4), and the names and addresses of the initial trustees are as follows:

1. Geoff Halprin
801 / 325 Collins Street
Melbourne, VIC 3000
AUSTRALIA
2. Trey Harris
1301 1st Ave #715
Seattle, WA 98101
cell 206-412-7192
no fax.
email: trey@eecs.harvard.edu
3. David Parter
Computer Sciences Department
University of Wisconsin -- Madison
Room 2350
1210 West Dayton Street
Madison, WI 53706-1685
4. Lorette E. P. A. Cheswick
93 Mine Mount Road
Bernardsville, NJ 07924

NINTH: The post office address of the registered office of the corporation, as well as the name of the registered agent at such address upon whom service of process against the corporation may be served, is as follows:

Lorette E. P. A. Cheswick
93 Mine Mount Road
Bernardsville, NJ 07924-2202

TENTH: The name and address of the incorporator is as follows:

Lorette E. P. A. Cheswick
93 Mine Mount Road
Bernardsville, NJ 07924-2202

ELEVENTH: A trustee or officer shall not be personally liable to the corporation or its members for damages for breach of any duty owed to the corporation or its members, except that such provision shall not relieve a trustee or officer from liability for any breach of duty based upon an act or omission (a) in breach of such person’s duty of loyalty to the corporation or its members, (b) not in good faith or involving a knowing violation of law or (c) resulting in receipt by such person of an improper personal benefit.


TWELFTH: The duration of the corporation shall be perpetual.

THIRTEENTH: This certificate of Incorporation is to become effective upon filing with the Treasurer of the State of New Jersey.


IN WITNESS WHEREOF, the undersigned, the incorporator of the above-named corporation, has hereunto signed the Certificate of Incorporation of the 29th day of October 2004.


Lorette E. P. A. Cheswick
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