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