Filed in the Department of State on the 12th day of December, 1983.
Effective 1/1/84 9:00 A.M.
Secretary of the Commonwealth
ARTICLES OF CONVERSION TO NONPROFIT
CORPORATION LAW BY BUSINESS CORPORATION
TO THE DEPARTMENT OF STATE;
COMMONWEALTH OF PENNSYLVANIA:
In compliance with the requirements of 15 Pa. S. 7953 (relating to articles of conversion) the undersigned domestic corporation, desiring to effect a conversion, does hereby certify:
1. The name of the converting corporation is MARIPOSA, INC.
2. The address of its registered office in this Commonwealth is 4726 Baltimore Avenue, in the City and County of Philadelphia 19143.
3. The statute by or under which it was incorporated is Section 2011 of the Business Corporation Law, Act of May 5, 1933 (F. L. 3611) (15 P. S. 12011).
4. The date of its incorporation is December 24, 1983.
5. The plan of conversion shall be effective on January 1, 1984 at 9:00 A.M.
6. The changes in the Articles of Incorporation of the corporation necessary so as to render them consistent with all of the provisions of the Nonprofit Corporation Law and any other changes in the articles which are deemed desirable are set forth in Exhibit A attached hereto and made a part hereof.
7. The plan of conversion is that the shareholders of the corporation shall surrender all of their shares to the corporation for cancellation and extinguishment and memberships in the nonprofit corporation will be offered to each former shareholder of the corporation in exchange therefore.
8. The plan of conversion and the resolution containing the proposed amendments to the articles of the corporation were adopted by the shareholders of a business corporation pursuant to Article IX of the Business Corporation Law and 15 Pa. S. 7952 (b) and (c).
IN TESTIMONY WITNESS OF, the undersigned corporation has caused these Articles of Conversion to be signed by a duly authorized officer and its corporate seal, duly attested by another such officer, to be hereunto affixed this 7th day of December, 1983.
MARIPOSA, INC.
(SEAL)
BY
PAUL A. COGHLAIN- President
ATTEST:
__
ANGELA H. COGHLAIN- Secretary
EXHIBIT A
AMENDED AND RESTATED ARTICLES OF INCORPORATION
1st.The name of the corporation is MARIPOSA, INC.
2nd. The location and post office address of the registered office of the corporation in this Commonwealth is 4726 Baltimore Avenue, in the City and County of Philadelphia, 19143.
3rd. The purposes of the corporation are:
To engage in charitable, social and education al purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 19511, as amended.
To collect, collate and distribute information about nutrition as it pertains to good health.
To operate a membership organization for buying and distributing food, food products and related items.
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.
The corporation shall be supported by assessments, voluntary contributions, donations, endowments, membership fees or otherwise.
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 11942 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal Tax laws.
The corporation shall not retain any excess business holdings as defined in Section 49143 (c) of the Internal Revenue Code of 19514, or corresponding provisions of any subsequent Federal Tax laws.
The corporation shall not make investments in such manner as to subject it to tax under Section 491114 of the InternalRevenue Code of 1954, or corresponding provisions of any subsequent Federal Tax laws.
The corporation shall not make any taxable expenditures as defined in Section 119115 (d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal Tax laws.
Upon dissolution of the corporation or the winding up of its affairs, the assets of the corporation shall be distributed exclusively to similar nonprofit organizations which would then qualify under the provisions of Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist, or as they may hereafter be amended.
The corporation does not contemplate any pecuniary gain or profit, incidental or otherwise, to any of its members.
4th. The term for which the corporation is to exist is perpetual.
5th. The corporation is organized on a non-stock basis.
6th. The following provisions are inserted for the regulation of the affairs of the corporation.
(a) The corporation may in its by-laws authorize one or more classes of members, which shall have such powers and rights and shall be admitted and retain their memberships in accordance with and subject to the conditions of membership provided therein.
(b) The by-laws of the corporation shall be adopted by the first directors; thereafter the authority to make, alter, amend and repeal the by-laws shall be expressly vested in the board of directors, subject to the power of the members to change such action.
(c) The number of directors of the corporation shall be such as from time to time shall be fixed by, or in the manner provided in the by-laws. In case of any increase in the number of directors, the additional directors may be elected by a majority of the whole board of directors or by the members, at any annual or special meeting as shall be provided in the by-laws; any such additional directors elected by the board of directors shall hold office until the next annual meeting of the members or until their successors shall have been elected in their stead.
d) The board of directors may appoint from time to time such committee or committees as, in its discretion, shall be desirable for the furtherance of the objects and purposes of the corporation, and may delegate to such committee or committees such powers as, in the discretion of the board of directors, are necessary and desirable
(e) In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the corporation, subject, nevertheless, to the provisions of the Nonprofit Corporation Law, these Restated Articles of The corporation, and to any by-laws from time to time made by the members.
