Certificate of Incorporation

This is cobbled together from:

• The default form provided by the Secretary of State.
• Provisions from the default certificate of incorporation for educational corporations, which should satisfy the requirements for 501(c)(3) status.
• Guidelines for qualifying for NY sales tax exemption
• Requirements for obtaining consent from the Commissioner of Education

Certificate of Incorporation as filed

Certificate of Incorporation

of

Hack Manhattan, Inc.

under Section 402 of the Not-for-Profit Corporation Law

First: The name of the corporation is Hack Manhattan, Inc.

Second: The corporation is a corporation as defined in subparagraph (a) (5) of Section 102 (Definitions) of the Not-for-Profit Corporation Law.

Third: The corporation is formed for the charitable, scientific and educational purposes of (a) advancing art, science, craft and technology through education, research, networking, community service, and by providing physical space, tools, materials, advice and instruction, for the benefit of its members, the residents of New York City and surrounding areas, and the public at large; and (b) carrying out lawful education business and trade in goods and services to fund the activities mentioned under (a), for the public objective of advancing art, science, craft and technology.

Fourth: The corporation shall be a Type C corporation pursuant to Section 201 of the Not-for-Profit Corporation Law.

Fifth: The office of the corporation is to be located in the County of New York in the State of New York.

Sixth: The names and addresses of the initial directors of the corporation are:

Daniel Packer Rendall Koski Guan Yang

Seventh: The Secretary of State is designated as agent of the corporation upon whom process against it may be served. The address to which the Secretary of State shall mail a copy of any process accepted on behalf of the corporation is:

Guan Yang 54 Allen St Apt 7B New York, NY 10002

Eighth: Notwithstanding the purposes set out in the third paragraph of this certificate, or any other provision of this certificate, the corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision 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 of 1986 (or the corresponding provision of any future federal tax code).

Ninth: No substantial part of the activities of the corporation shall be devoted to carrying on propaganda, or otherwise attempting to influence legislation, (except to the extent authorized by Section 501(h), as amended, of the Internal Revenue Code of 1986, or the corresponding provision of any future federal tax code, during any fiscal year or years in which the corporation has chosen to utilize the benefits authorized by the statutory provision), 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.

Tenth: Nothing herein shall authorize the corporation to operate, maintain, or manage a charter school, a nursery school, an elementary school, a secondary school, a college, a university, or to advertise or offer credit-bearing courses or degrees in New York State.

Eleventh: Nothing herein shall authorize the corporation to operate or maintain a library, museum, archive or historical society or to own or hold collections.

Twelfth: Except as authorized by Title VIII or other applicable statute, nothing herein shall authorize the corporation to engage in the practice of any profession in New York, engage in the training of any profession in New York or to use a professional title or term of any profession in New York in violation of Title VIII of the Education Law.

Thirteenth: Nothing herein shall authorize the corporation, directly or indirectly, to own, operate, or maintain a public television and/or public radio station pursuant to Section 236 of the Education Law nor to request funding as such.

Fourteenth: Upon dissolution of the corporation, the directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of the remaining assets of the corporation exclusively for one or more exempt purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future federal tax code), or shall distribute the same 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 order of the Supreme Court of the State of New York in the judicial district where the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, organized and operated exclusively for such purposes, as said court shall determine.

Fifteenth: No part of the net earnings of the corporation may inure to the benefit of any member, trustee, director or officer of the organization or to any private individual, but reasonable compensation may be paid for services rendered to or for the corporation. No member, trustee, director or officer of the corporation may share in the distribution of any of the assets upon dissolution of the organization.

Sixteenth: The corporation may be resolution of the board of directors accept subventions from members or non-members on terms and conditions not inconsistent with the Not-for-Profit Corporation Law, and to issue certificates therefor.

Incorporators:

Joe Sadusk Guan Yang

Ananda Das Jeff McCrum

Daniel Packer

Executed in New York, New York, on October 4th, 2011.