Philadelphia Public Access Corporation Draft Articles of Incorporation

In compliance with the requirements of the Nonprofit Corporation Law of 1972, 15 Pa. C.S.A. & 7316 (relating to articles of incorporation), the undersigned, all of whom are individuals of full age, desiring to form a nonprofit corporation, do hereby certify:

1. Name.   The name of the corporation is: Philadelphia Public Access Corporation.

2. Address.   The location and post-office address of the corporation’s initial registered office in this Commonwealth is:

(address needed)


3. Purposes.   The corporation is incorporated under the Nonprofit Corporation Law of the Commonwealth of Pennsylvania, and the corporation does not contemplate pecuniary gain or profit, incidental or otherwise. The nature of the activities to be conducted, and the purposes to be promoted or carried out by the corporation, shall be exclusively those within the purview of Section 501(c)(3) of the Internal Revenue Code of 1954, or the corresponding provisions of any subsequent tax laws of the United States. Without limiting the generality of the foregoing, the purposes of the corporation shall be:

(a) to administer, promote and encourage use of subscriber public access channels within the Cable Communications Systems established or to be established, from time to time, in the City of Philadelphia (the "Systems");

(b) to facilitate development of nondiscriminatory public access for all citizens of Philadelphia to programming on the subscriber public access channels within the Systems;

(c) to assist in the development of public access programming opportunities;

(d) to allocate on a first-come, first-served basis, channel space on the subscriber public access channels and public access programming facilities for noncommercial use;

(e) to establish and revise as necessary basic public access rules and procedures to ensure equal public access opportunities for all Philadelphia citizens;

(f) to conduct ongoing outreach activities to ensure understanding and to promote the use of public access opportunities;

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(g) to foster a cooperative working relationship between franchised cable operators and public access users and to monitor the provision by franchisees of public access channels, facilities and services, including but not limited to those relating to training and staffing;

(h) to make recommendations for improvement of public access opportunities; and

(i) to do all things which may be necessary, appropriate or convenient to the achievement of the foregoing purposes and which may lawfully be done by a nonprofit corporation under and pursuant to the Laws of the Commonwealth of Pennsylvania.

4. Perpetual Existence. The corporation shall have perpetual existence.

5. Non-Stock. The corporation shall not have or issue shares of stock, nor shall it pay dividends.

6. Membership. The corporation shall have members. Any and all conditions, qualifications, requirements, privileges and regulations pertaining to membership, including but not limited to voting rights, shall be governed by the Bylaws of the corporation.

7. Restrictions. 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 3 hereof. Except as may be permitted under the provisions of Section 501(h) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent tax laws of the United States, no substantial part of the activities of the corporation shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation. The corporation shall neither participate nor intervene in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office, nor shall it take a position on any issue raised in a political campaign for the purpose of aiding or opposing any candidate. Any other provision of these Articles of Incorporation to the contrary notwithstanding, the corporation shall not carry on any activities not permitted to be carried on: (a) by a corporation exempt from Federal Income Tax under Section 501(a) and Section 501(c)(3) of the Internal Reveaue Code of 1954, or the corresponding provisions of any subsequent tax laws of the United States; or (b) by a corporation, contributions to which are deductible under Section 170(a) and Section 170(c)(2) of the Internal Revenue Code of 1954, or the corresponding provisions of any subsequent tax laws of the United States. These Articles of Incorporation shall not be altered or amended in derogation of the provisions of this Article.

8. "Private Foundation" Provisions. In the event the corporation is, or in the future may become, a "private foundation" within the meaning of Section 509 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent tax laws of the United States:

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(a) The corporation shall distribute its income for each taxable year at such time and in such manner as not to be subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent tax laws of the United States.

(b) The corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent tax laws of the United States.

(c) The corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent tax laws of the United States.

(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 1954, or corresponding provisions of any subsequent tax laws of the United States.

(e) The corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent tax laws of the United States.

9. Termination. Upon any dissolution or termination of the existence of the corporation, all of its property aud assets shall, after payment or making provision for payment of the lawful debts of the corporation and the expenses of its dissolution or termination, be delivered, conveyed and paid to the City of Philadelphia for exclusively public purposes. If all of the corporation’s property and assets are not so delivered, conveyed and paid over, then such property and assets shall be delivered, conveyed and paid over to such one or more qualified organizations as may be ordered by the court having jurisdiction of the dissolution and liquidation of the corporation, pursuant to the appropriate subchapter of chapter 79 of Title 15 of the Consolidated Pennsylvania Statutes. Any provision of law to the contrary notwithstanding, the corporation shall not be merged or consolidated with any corporation other than a qualified organization. As used in this Article 9, the term "qualified organization" shall mean an organization described in either Section 501(c)(3) or Section 170(c)(l) of the Internal Revenue Code of 1954, or corresponding provisious of any subsequent tax laws of the United States (but only if the property delivered, conveyed and paid over to such organization described in Section 170(c)(l) is to be used for exclusively public purposes).

10. Incorporator. The names and addresses of the incorporators are as follows:

Name	Address
W. Wilson Goode, Mayor, City of Philadelphia	215 City Hall Philadelphia, PA 19102
Joseph E. Coleman, President, Council of the City of Philadelphia	490 City Hall Philadelphia, PA 19102

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In testimony whereof, the incorporators have signed these Articles of Incorporation as of the      day of             , 1985.

	(SEAL) W. Wilson Goode, Mayor, City of Philadelphia
	(SEAL) Joseph E. Coleman, President, Council of the City of Philadelphia


Filed in the Department of State on the      day of             , 1985.





Secretary of the Commonwealth

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This site last updated: March 25, 2002 23:26:05.