Amended and Restated Articles of Incorporation for Insights Association, Inc.
Under Section 805 of the Not-for-Profit Corporation Law of the State of New York (the “NPCL”), the Insights Association, Inc., a corporation organized and existing under the NPCL, as the same may be amended and supplemented, hereby certifies as follows:
- The name of the corporation is Insights Association, Inc. (the “Corporation”).
- The original Certificate of Incorporation was filed on June 13, 1957 under the name Marketing Research Trade Association, Incorporated. The Certificate was later amended and reinstated on October 16, 1970, under the name Marketing Research Association, Inc.
- A majority of the Board of Directors and Members have approved this Amended and Restated Certificate of Incorporation and the amendments contained herein in accordance with Section 805 of the NPCL.
- This Amended and Restated Certificate of Incorporation restates and amends the Certificate of Incorporation filed on October 16, 1970, as amended, in accordance with Section 805 of the NPCL by making the following changes:
- Article Third relating to the purposes of the Corporation is amended to clarify and expand list of purposes;
- Article Fifth is amended to clarify that the Corporation is a non-charitable corporation under the NPCL;
- Article Sixth is amended for clarity;
- Article Ninth is amended for clarity and to reflect that the Bylaws may be repealed by a vote of the members, and that the Board of Directors may not alter the Bylaws in a way that fundamentally alters the Corporation’s purpose;
Accordingly, the Revised Certificate of Incorporation reads as follows:
FIRST: The name of the proposed corporation, hereinafter referred to as the “Corporation,” is:
Insights Association, Inc.
SECOND: The period of duration of the Corporation is perpetual.
THIRD: The Corporation is organized for the purpose of promoting such common interests of its Members as may qualify it as exempt from Federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (hereinafter referred to as the “Code” or the corresponding provision of any subsequent Federal tax laws); and within such limits
- To foster and promote the best interests of the research and analytics industry and profession (henceforth referred to as the “Industry”), which includes corporations, organizations, departments and individuals engaged in the development of marketing research intelligence, analytics, insights and strategies;
- To define the Industry’s identity and promote its value and growth;
- To ensure research and analytics quality by establishing, improving and enforcing professional practices and ethical standards;
- To advance and maintain an enlightened understanding of the Industry on the part of governmental officials so as to secure proper legislative and regulatory advantage;
- To protect the public welfare by guarding privacy and ensuring against the abuse of the public;
- To provide educational opportunities in the practice of research intelligence, analytics, insights and strategies;
- To collaborate with educators on training for related careers;
- To investigate and disseminate information regarding Industry challenges and opportunities, as well as emerging practices and technologies;
- To engender a beneficial sense of community among members;
- To act as a thought leader, provide essential business guidance and, with one voice, protect, expand and advance the business and practice of research and analytics.
FOURTH: The Corporation shall not be conducted or operated for profit and no part of the net earnings of the Corporation shall inure to the benefit of any member or individual; nor shall any of such net earnings nor any of the profits or assets of the Corporation be used other than for the purposes of the Corporation.
FIFTH: The Corporation is a non-charitable corporation, previously a Type A corporation, under Section 201 of the NPCL.
SIXTH: The Corporation will conduct operations in the State of New York, but the Corporation may do any of the acts, and any of the things set forth herein as its purposes, within the continental United States of America, its territories and dependencies, as well as in foreign countries, and for such purposes may charter chapters in all the territory covered by its operations.
SEVENTH: The Corporation shall have classes of Members that shall have such rights (including voting rights), powers, and obligations as set forth in the Bylaws.
EIGHTH: The affairs of the Corporation shall be managed by a Board of Directors. The number of Directors shall not be less than three and the manner of qualifying the Directors shall be set forth in the Bylaws.
NINTH: Except as otherwise provided by law or this Certificate of Incorporation, the internal affairs of the Corporation shall be regulated and determined as provided in the Bylaws. In furtherance and not in limitation of the powers conferred by law, the Bylaws may be amended or repealed in whole or in part by an affirmative majority of member votes in accordance with the provisions of this Article. The Bylaws also may be amended by an affirmative two-thirds majority vote of the Board of Directors provided that the change does not fundamentally alter the Association’s purpose, as determined by the Board of Directors.
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of New York may be added or inserted in the manner now or hereafter prescribed by law. All rights, preferences and privileges of whatever nature conferred upon Members, Directors or any other persons by and pursuant to this Restated Certificate of Incorporation — either in its present form or as hereafter amended — are granted subject to the rights reserved in this Article.
TENTH: At all times and under all circumstances, and notwithstanding merger, consolidation, reorganization, termination, dissolution, or winding up of the Corporation, voluntary or involuntary or by the operation of law, or upon amendment of the Certificate of Incorporation:
- The Corporation shall not engage in any activity that is unlawful under the laws of the United States, the State of New York, or any jurisdiction where such activities are carried on.
- The Corporation is organized and shall be administered and operated exclusively to receive, administer, and expend funds to permit and represent the common business interests of and improve business conditions among, members of the Corporation, within the meaning of Section 501(c)(6) of the Code.
- No part of the assets or net earnings of the Corporation shall inure to the benefit of or be distributable to its incorporators, Directors, Officers, or other persons having a personal or private interest in the Corporation, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make reimbursement in reasonable amounts for expenses actually incurred in carrying out the purposes set forth in Article Third.
- The Corporation shall not carry on propaganda or otherwise attempt to influence legislation to an extent that would disqualify it for tax exemption under Section 501(c)(6) of the Code.
- Neither the whole, nor any part or portion, of the assets or net earnings of the Corporation shall be used, nor shall the Corporation ever be operated for objects or purposes other than those set forth in Article Third.
- Notwithstanding any other provision of these Articles, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(6) of the Code.
- Upon dissolution of the Corporation, all of its assets and property of every nature and description remaining after the payment of all liabilities and obligations of the Corporation (but not including assets held by the Corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution) shall be paid over and transferred to one or more organizations which engage in activities substantially similar to those of the Corporation and which are then qualified for exemption from Federal income taxes as organizations described in Sections 501(c)(3) or (c)(6) of the Internal Revenue Code of 1986 (or corresponding provisions of any subsequent Federal tax laws). In no event shall any of such assets or property be distributed to any Director or Officer of the Corporation or to any private individual.
ELEVENTH: A Director of the Corporation shall not be personally liable to the Corporation or its members for monetary damages for breach of fiduciary duty as a Director, except to the extent such exemption from liability or limitation thereof is not permitted under the Not-for-Profit Corporation Law of the State of New York as currently in effect or as the same may hereafter be amended.
TWELFTH: The office of the Corporation within the State of New York is located in the City, County and State of New York.
THIRTEENTH: The Secretary of State of New York is designated agent of the Corporation on whom process against it may be served. The Secretary of State shall mail a copy of any process against the Corporation to c/o CT Corporation System, 111 8th Avenue Floor 13, New York, NY 10011-5213.
FOURTEENTH: The name of the registered agent upon whom and the address of the registered agent at which process against the Corporation may be served is CT Corporation System at 111 8th Avenue Floor 13, New York, NY 10011-5213.
FIFTEENTH: Nothing contained in this Restated Certificate shall authorize or empower the Corporation to perform or engage in any act or practice prohibited by the General Business Law, Section 340, or other antimonopoly or antitrust statute of the State of New York.