CERTIFICATE OF INCORPORATION OF SOFTWARE IN THE PUBLIC INTEREST, INC.

Filed by: Marotta & Kristiansen 1324 Motor Parkway Suite 106 Hauppauge, New York 11788

CERTIFICATE OF INCORPORATION OF SOFTWARE IN THE PUBLIC INTEREST, INC.

Under Section 402 of the Not-For-Profit Corporation Law.

The Undersigned, for the purpose of forming a corporation pursuant to Section 402 of the Not-For-Profit Corporation Law State of New York, does hereby certify and set forth:

FIRST:

The name of the corporation is SOFTWARE IN THE PUBLIC INTEREST, 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 purpose or purposes for which the corporation is formed are as follows:

  • To create, form and establish an organization to formulate and provide software systems for use by the general public without charge;
  • to teach and train individuals regarding the use and application of such systems;
  • to hold classes, seminars and workshops concerning the proper use and application of computers and computer systems;
  • to endeavor to monitor and improve the quality of currently existing publicly available software;
  • to support, educate and promote the creation and development of software available to the general public;
  • to provide information and education regarding the proper use of the Internet;
  • to organize, hold and conduct meetings, discussions, and forums on contemporary issues concerning the use of computers and computer software;
  • to foster, promote and increase access to software systems available to the general public;
  • to solicit, collect and otherwise raise money and to expend such funds in furtherance of the goals and activities of the corporation;
  • to aid, assist, cooperate, co-sponsor and otherwise engage in concerted action with private, educational and governmental organizations and associations on all issues and matters concerning the use of computers and computer software; and generally
  • to endeavor to promote, foster and advance interest in computers and computer software by all available means and methods.

Nothing herein shall authorize the corporation to operate or maintain a nursery school elementary school or secondary school. Nothing herein shall authorize the corporation to operate or maintain an institution of higher learning or to grant degrees.

In furtherance of its corporate purposes, the corporation shall have all the general powers enumerated in Section 202 of the Not-For-Profit Corporation Law, together with the power to solicit grants and contributions for the corporate purposes.

Nothing herein shall authorize this corporation, directly or indirectly, to engage in or include among its purposes, any of the activities mentioned in the Not-For-Profit Corporation Law, Section 404(b)-(v).

FOURTH:

The corporation shall be a Type B corporation pursuant to Section 201 of the Not-For-Profit Corporation Law.

FIFTH:

The names and addresses of the initial directors of the corporation are as follows:

Timothy P. Sailer
[address not shown in electronic version]

Bruce Perens
[address not shown in electronic version]

Ian Murdock
[address not shown in electronic version]

SIXTH:

Notwithstanding any other provisions of these articles, the Organization is organized exclusively for one or more of the purposes as specified in section 501 (c) (3) of the Internal Revenue Code of 1986, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under IRC Section 501 (c) (3) or corresponding provisions of any subsequent law.

SEVENTH:

No part of the net earnings of the corporation shall inure to the benefit of any member, trustee, director, officer of the corporation or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation), and no member, trustee, officer of the corporation or any private individual shall be entitled to share in the distribution of any assets on dissolution of the corporation.

EIGHTH:

No substantial part of the activities of the corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code Section 501 (h)) or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidates for public office.

NINTH:

In the event of dissolution, all of the remaining assets and property of the organization shall, after payment of all necessary expenses thereof, be distributed to organizations that qualify under Section 501 (c) (3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax laws, or to the Federal government, or State or local governments for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of New York.

TENTH:

In any taxable year in which the corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code of 1986, the corporation shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Code; and the corporation shall not (a) engage in any act of self-dealing as defined in Section 4941(d) of the Code; (b) retain any excess business holdings as defined in Section 4943(c) of the Code; (c) make any investments in such manner as to subject the corporation to tax under Section 4944 of the Code; or (d) make any taxable expenditures as defined in Section 4945(d) of the Code or corresponding provisions of any subsequent Federal tax laws.

ELEVENTH:

The office of the corporation is to be located in the county of Suffolk.

TWELFTH:

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

Timothy P. Sailer
[address not shown in electronic copy]

IN WITNESS WHEREOF, this certificate has been subscribed to this 22nd day of May, 1997 by the undersigned who affirms that the statements made herein are true under penalties of perjury.

[signature]
GERALD WEINBERG,
INCORPORATOR
90 State Street
Albany, New York

[front side of the certificate]
COI Header

STATE OF NEW YORK          :
                           :  ss.:
COUNTY OF ALBANY           :

   Pursuant to the provisions of section 216 of the
Education Law and section 404, subdivision (d) of the Not-for-
Profit Corporation Law, consent is hereby given to the filing of
the annexed certificate of incorporation of SOFTWARE IN THE PUBLIC
INTEREST, INC., as a not-for-profit corporation.

   This consent to filing, however, shall not be construed
as approval by the Board of Regents, the Commissioner of Education
or the State Education Department of the purposes or objects of
such corporation, nor shall it be construed as giving the officers
or agents of such corporation the right to use the name of the
Board of Regents, the Commissioner of Education, the University of
the State of New York or the State Education Department in its
publications or advertising matter.

   This consent to filing is granted with the understandings
and upon the conditions set forth on the reverse side of this form.

COI Seal
IN WITNESS WHEREOF this instrument is
executed  and the seal of the State
Education Department is affixed this 10th
day of June, 1997.

   Richard P. Mills
   Commissioner of Education

   By: [signature]

   Richard L. Nabozny
   Senior Attorney


[back side of the certificate]

The above is a scan of one page of the certificate. Please contact secretary@spi-inc.org if you need a full copy of the certificate.

This consent to filing is granted with the understanding that nothing contained in the annexed corporate document shall be construed as authorizing the corporation to engage in the practice of law, except as provided by subdivision 7 of section 495 of the Judiciary Law, or of any of the professions designated in Title VIII of the Educational Law, or to conduct a school for any such profession, or to hold itself out to the public as offering professional services.

This consent to filing is granted with the further understanding that nothing contained in the annexed corporate document shall be construed as authorizing the corporation to operate a nursery school, kindergarten, elementary school, secondary school, institution of higher education, cable television facility, educational television station pursuant to section 236 of the Education Law, library, museum, or historical society, or to maintain an historic site.

This consent to filing shall not be deemed to be or to take the place of registration for the operation of a business school in accordance with the provisions of section 5001 of the Education Law, nor shall it be deemed to be, or to take the place of, a license granted by the Board of Regents for the operation of a private school pursuant to the provisions of section 5001 of the Education Law, a license granted by the Commissioner of Motor Vehicles pursuant to the provisions of section 394 of the Vehicle and Traffic Law, a license as an employment agency granted pursuant to section 172 of the General Business law, or any other license, certificate, registration, or approval required by law.

Scanned and formatted by Nils Lohner - August 18, 1998