Certificate of Incorporation of Also-Known-As, Inc.


Under Section 402 of the Not for Profit Corporation Law, it is hereby certified that:

1. The name of the proposed corporation: ALSO-KNOWN-AS, INC.
2. The corporation is a corporation as defined in subparagraph (a)(5) of Section 102 of the Not for Profit Corporation Law.
3. The Corporation is a Type A corporation.
4. The purpose or purposes for which this corporation Is formed are as follows, to wit: To create a community of intercountry adoptees, and to facilitate intercultural understanding. To develop an environment which would nurture such a child's appreciation of both races and cultures through various and routine inter-racial and intercultural programs.
   To do any other act or thing incidental to or connected with the forgoing purposes or in the advancement thereof, but not for the pecuniary profit or financial gain of its members, directors, or officers.
   Nothing herein shall authorize this Corporation, directly or indirectly, to engage in or include among it purposes any of the activities mentioned in Not for Profit Corporation Law Section 404(b) through (u).
   In furtherance of its corporation purposes, the Corporation shall have all general powers enumerated in Section 202 of the Not for Profit Corporation Law, together with the powers to solicit grants and contributions for corporate purposes.
5. Notwithstanding any other provision of these articles, the corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under Internal revenue Code Section 501(c)(3) or corresponding provisions of any subsequent Federal tax laws.
   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 of the corporate assets on dissolution of the corporation.
   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 candidate for public office.
   In the event of dissolution, all of the remaining assets thereof, be distributed to another organization exempt under Internal Revenue Code Section 501(c)(3), or corresponding provisions of any subsequent Federal Tax laws, or to the Federal government, or state or local government for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of New York.
   In any taxable year in which the corporation is a private foundation as described in Internal Revenue Code 509(a), the corporation shall distribute its income for said period at such time and manner as not to subject it to tax under Internal Revenue Code Section 4942, and the corporation shall not (A) engage in any act of self-dealing as defined in Internal Revenue Code Section 4941(d), retain any excess business holdings as defined in Internal Revenue Code Section 4943(c), (B) make any investments in such manner as to subject the corporation to tax under Internal Revenue Code Section 4944, or (C) make any taxable expenditures as defined in Internal Revenue Code Section 4945(d) or corresponding provisions of any subsequent Federal tax laws.
6. The office of the corporation is to be located in the County of New York, State of New York.
7. The initial directors of the corporation until the first annual meeting are as follows: Paul Pak, Peter Savasta and Hollee McGinnis.
8. The duration of the corporation is perpetual.
9. The Secretary of State shall mail a copy of any process against the Corporation served upon him is: 1038 Second Ave., Apt. 2, New York, NY 10022.