Articles of Incorporation




First:

     I, John Gramiccioni, whose post office address is 611 Kingston Road, Baltimore Maryland, being at least eighteen (18) years of age, am hereby forming a corporation under and by virtue of the General Laws of the State of Maryland.

Second:

     The name of the Corporation (which is hereafter called the "Corporation") is Maryland Wrestling Officials' Association, Inc.

Third:
(a)

The Corporation is organized exclusively

(i)

     To promote a better understanding of wrestling rules and customs among coaches and officials for the betterment of the sport.

(ii)

     To initiate and maintain standards of efficiency and consistency among the members of the Association.

(iii)

     To protect and improve all interests pertaining to the members of the Association.

(iv)

     The Corporation is authorized to exercise any, all and every power for which a non-profit corporation organized under the applicable provisions of the Annotated Code of Maryland can be authorized to exercise, but only to the extent the exercise of such powers are in furtherance of exempt purposes.

(b)

     No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, directors, 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. 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 any candidate for public office. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other 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 United States Internal Revenue Law) or (b) by a corporation, contribution to which are deductible under Section 170(c)(2) of the Internal Revenue code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). The Corporation is organized exclusively

(c)

     The Corporation is organized exclusively

Fourth:

     The post office address of the principal office of the Corporation in this State is 611 Kingston Road, Baltimore, Maryland. The name and post office address of the Resident Agent of the Corporation in this State are John Gramiccioni, 611 Kingston Road, Baltimore, Maryland. Said Resident Agent is an individual actually residing in this State.

Fifth:

     The Corporation is not organized for profit; it shall have no capital stock and shall not be authorized to issue capital stock. The number of qualifications for; and other matters relating to its members shall be as set forth in the By-Laws of the Corporation.

Sixth:

     The number of Directors of the Corporation shall be Seven (7), which number may be increased or decreased pursuant to the By-Laws of the Corporation, but shall never be less than three (3). The names of the Directors, who shall act until the first annual meeting or until their successors are duly elected and qualify are: John Gramiccioni, Richard Schmertzler, Robert Newton, Charles Stewart, James Chung, Thomas Gaylin and Craig Miser.

Seventh:

     Upon the dissolution of the Corporation's affairs, or upon the abandonment of the Corporation's activities due to its impracticable or inexpedient nature, the assets of the Corporation then remaining in the hands of the Corporation shall be distributed, transferred, conveyed, delivered and paid over to any other Wrestling Officials' Association of this or any other State, having a similar or analogous character or purpose.

Eighth:

     The Corporation may by its By-Laws make any other provisions or requirements for the arrangement or conduct of the business of the Corporation, provided the same be not inconsistent with these Articles of Incorporation nor contrary to the laws of the State of Maryland or the United States.

Ninth:
(a)

     The Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.

(b)

     The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.

(c)

     The Corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.

(d)

     The Corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.

(e)

     The Corporation shall not make any taxable expenditures, as defined in Section 4945(d) of the Internal Revenue code of 1986, or corresponding provisions of any subsequent federal tax laws.

Tenth:

     No director or officer of the Corporation shall be liable to the Corporation or to its members for money damages except (1) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received, or (2) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act, was (a) the result of active and deliberate dishonesty, or (b) intentionally wrongful, willful or malicious and, in each such case, was material to the cause of action adjudicated in the proceeding.


      IN WITNESS WHEREOF, I have signed these Articles of Incorporation this 31st day of December, 1999, and I acknowledge same to be my act.



John P. Gramiccioni
John P. Gramiccioni
President, MWOA