N Y A U A

Articles of Incorporation

Articles Of Incorporation Under The General Not-For-Profit Corporation Act Of The New York Section Of The American Urological Association Incorporated.

We, the undersigned, Herbert Brendler, Mt. Sinai Hospital, Fifth Avenue and 100 Street, New York, New York; Ralph I. Veenema, 180 Fort Washington Avenue, New York, New York; Keith Waterhouse, 450 Clarkson Avenue, Brooklyn, New York; Reginald F. Seidel, 214 Engle Street, Englewood, New Jersey; John K. Lattimer, 630 West 168 Street, New York, New York; George Nagamatsu, 121 East 60 Street, New York,. New York; Perrin B. Snyder, 140 East 54 Street, New York, New York; and Willet F. Whitmore, Jr, 444 East 68 Street, New York, New York being natural persons of the age of twenty-one years or more and citizens of the United States, for the purpose of forming a corporation under the general Not-For-Profit Corporation Act of the State of Missouri, do hereby adopt the following Articles of Incorporation.

First:

The Name of the Corporation is: The New York Section of the American Urological Association, Incorporated.

Second:

The period of duration of the corporation is: Perpetual.

Third:

The address of the initial registered office in the State of Missouri is 610 Security Building, 319 North Fourth Street, St. Louis, Missouri. The name of its initial registered agent at such address is: Urban C. Bergbauer, Jr.

Fourth:

The Board of Directors shall be limited to eight in number, the names and address of the first Board of Directors being as follows:

Dr. Herbert Brendler - Mt. Sinai Hospital, Fifth Avenue and 100 Street, New York, New York 10029.
Dr. Ralph J. Veenema - 180 Fort Washington Avenue, New York, New York 10032.
Dr. Keith Waterhouse - 450 Clarkson Avenue, Brooklyn, New York 11213.
Dr. Reginald F. Seidel - 214 Engle Street, Englewood, New Jersey 07631.
Dr. John K. Lattimer - 630West 168 Street, New York, New York 10032.
Dr. George Nagamatsu - 121 East 60 Street, New York, New York 10022.
Dr. Perrin B. Snyder - 140 East 54 Street, New York, New York 10022.
Dr. Willet F. Whitmore, Jr.- 444 East 68 Street, New York, New York 10021.

Fifth:

The purposes for which the corporation is organized are:

To benefit the general public by encouraging and maintaining the highest possible standards for urological education, practice and research;
To promote the publication of and encourage contributions to medical and scientific literature pertaining to urology;
The corporation shall not engage in any business of any kind ordinarily carried on for profit, and nothing in the Articles of Incorporation or in the Bylaws shall authorize the corporation to, and the corporation shall not enter into any transaction, carry on any activity or engage in any business for pecuniary purposes. Any income received by the corporation shall be applied exclusively for the purpose of the corporation set forth herein, and no part thereof shall ever inure to the benefit of any private member or individual;
No part of the net earnings of the corporation shall inure to the benefit of any member, trustee, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for service rendered to or for the corporation, and no member, trustee, officer shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation);
No substantial part of the activities of the corporation shall be carrying propaganda, or otherwise attempting, to influence legislation (except as otherwise provided by Internal Revenue Code section 501 (h) or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office);
Upon dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code or corresponding section of any future Federal tax code, or shall be distributed to the Federal Government, or to a state or local government, for a public purpose.

Sixth:

The membership of the corporation shall be composed of physicians and other outstanding contributors to urology. They shall be divided into: (a) active members, (b) senior members, (c) associate members, (d) honorary members, (e) corresponding members, (f) affiliate members, (g) junior members, and (h) inactive members.

Seventh:

The officers of the corporation shall be President, President-Elect, who shall act as Vice-President, Immediate Past-President, Secretary, Treasurer, Historian, and such other officers as may be determined from time to time as set forth in the Bylaws of the corporation.

Eight:

The Board of Directors, herein referred to as the Board of Directors, shall consist of the President, the President-Elect, Secretary, Treasurer, two most recent Past-Presidents, and one active member from each of the five Districts and two members-at-large elected at the Annual Business Meeting.

Ninth:

The corporation may have such standing committees, as are deemed necessary and proper as set forth in the Bylaws.

Tenth:

Amendments to the Articles of Incorporation shall be made in accordance with the Bylaws of the corporation.

Eleventh:

Notwithstanding any other provision of these articles, the corporation is organized exclusively for one more of the following purposes: religious, charitable, scientific, the testing for public safety, literary or educational purposes, nor to foster national or international amateur sports competition (but only if no part of its activities involve the providing of facilities or equipment) or for the prevention of cruelty to children or animals as specified in section 501 (c) (3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954.

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