Articles Of Incorporation

ARTICLES OF INCORPORATION

ARTICLE I

NAME

1.01 Name

The name of this corporation shall be Electronic Synergy
Foundation
The business of the corporation may be conducted
as Electronic Synergy Foundation or ESF .

ARTICLE II

DURATION

2.01 Duration

The period of duration of the corporation is perpetual.

ARTICLE III

PURPOSE

3.01 Purpose

Electronic Synergy Foundation  is a
non-profit corporation and shall operate exclusively for educational
and charitable purposes within the meaning of Section 501 (c)(3) of
the Internal Revenue Code, or the corresponding section of any future
Federal tax code. Electronic Synergy Foundation’s
purpose is to Leverage the recycling of eWaste for the
benefit of the community by keeping recyclable materials out of
landfills, creating jobs and other charitable purposes including but
not limited to Job Training, Educational Scholarships, donations of
Computers and IT Support to disadvantaged individuals and non-profit organizations.

3.02 Public Benefit

Electronic Synergy Foundation is designated as
a public benefit corporation.

ARTICLE IV

NON-PROFIT NATURE

4.01 Non-profit Nature

Electronic Synergy Foundation is organized
exclusively for charitable and educational purposes including, for
such purposes, the making of distributions to organizations that
qualify as exempt organizations under section 501 (c) (3) of the
Internal Revenue Code, or corresponding section of any future federal tax code. No part of the net earnings of Electronic Synergy
Foundation  
shall inure to the benefit of, or be
distributable to its members, trustees, 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 the purpose clause hereof.

Notwithstanding any other provision of this document, the
corporation shall not carry on any other activities not permitted to
be carried on (a) by any organization exempt from federal income tax
under section 501 (c) (3) of the Internal Revenue Code, corresponding
section of any future federal tax code, or (b) by an organization,
contributions to which are deductible under section 170 (c) (2) of
the Internal Revenue Code, or corresponding section of any future
federal tax code.

Electronic Synergy Foundation is not organized
and shall not be operated for the private gain of any person. The
property of the corporation is irrevocably dedicated to its
educational and charitable purposes. No part of the assets, receipts,
or net earnings of the corporation shall inure to the benefit of, or
be distributed to any individual. The corporation may, however, pay
reasonable compensation for services rendered, and make other
payments and distributions consistent with these Articles.

4.02 Personal Liability

No officer or director of this corporation shall be personally
liable for the debts or obligations of Electronic Synergy
Foundation
of any nature whatsoever, nor shall any of the
property or assets of the officers or directors be subject to the
payment of the debts or obligations of this corporation.

4.03 Dissolution

Upon termination or dissolution of the Electronic Synergy
Foundation
, any assets lawfully available for distribution
shall be distributed to one (1) or more qualifying organizations
described in Section 501(c)(3) of the Internal Revenue Code of 1986
(or described in any corresponding provision of any successor
statute) which organization or organizations have a charitable
purpose which, at least generally, includes a purpose similar to the
terminating or dissolving corporation.

The organization to receive the assets of the Electronic
Synergy Foundation
hereunder shall be selected by the
discretion of a majority of the managing body of the
Electronic Synergy Foundation
and if its members cannot so
agree, then the recipient organization shall be selected pursuant to
a verified petition in equity filed in a court of proper jurisdiction
against the  Electronic Synergy Foundation by
one (1) or more of its managing body which verified petition shall
contain such statements as reasonably indicate the applicability of
this section. The court upon a finding that this section is
applicable shall select the qualifying organization or organizations
to receive the assets to be distributed, giving preference if
practicable to organizations located within the State of Oklahoma.

In the event that the court shall find that this section is
applicable but that there is no qualifying organization known to it
which has a charitable purpose, which, at least generally, includes a
purpose similar to this corporation, then the court shall direct the
distribution of its assets lawfully available for distribution to the
Treasurer of the State of Oklahoma to be added to the general fund.

4.03 Prohibited Distributions

No part of the net earnings, or properties of this corporation, on
dissolution or otherwise, shall inure to the benefit of, or be
distributable to, its members, directors, officers or other private
person or individual, 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 III, Section 3.01.

4.04 Restricted Activities

No substantial part of the corporation’s activities shall be
the carrying on of propaganda, or otherwise attempting to influence
legislation, and the corporation shall not participate in, or
intervene (including the publishing or distribution of statements) in
any political campaign on behalf of or in opposition to any candidate
for public office.

4.05 Prohibited Activities

Notwithstanding any other provision of these Articles, the
corporation shall not carry on any activities not permitted to be
carried on (I) by a corporation exempt from federal income tax as an
organization described by Section 501(c)(3) of the Internal Revenue
Code, or the corresponding section of any future federal tax code, or
(II) by a corporation, contributions to which are deductible under
Section 170(c)(2) of the Internal Revenue Code, or the corresponding
section of any future federal tax code.

ARTICLE V

BOARD OF DIRECTORS

5.01 Governance

Electronic Synergy Foundation shall be governed
by its board of directors.

5.02 Initial Directors

The initial directors of the corporation shall be

David Gannon

Frank Grove

Ronda Vuillemont-Smith

Chris Burnham

Scott Metzger

ARTICLE VI

MEMBERSHIP

6.01 Membership

Electronic Synergy Foundation  shall have
no members.  The management of the affairs of the corporation
shall be vested in a board of directors, as defined in the
corporation’s bylaws.

ARTICLE VII

AMENDMENTS

7.01   Amendments

Any amendment to the Articles of Incorporation may be adopted by
approval of two-thirds (2/3) of the board of directors.

ARTICLE VIII

ADDRESSES OF THE CORPORATION

8.01 Corporate Address

The physical address of the corporation is:
(Pending)
The
mailing address of the corporation is:
(Scott Metzger,
7337 E. Marshall Street, Tulsa, Ok 74115)

ARTICLE IX

Appointment of registered agent 

9.01 Registered Agent

The registered agent of the corporation shall be:

Scott Metzger

7337 E. Marshall Street

Tulsa, Ok 74115

ARTICLE X

INCORPORATOR

The incorporators of the corporation are as follows:

Scott Metzger

Ronda Vuillement-Smith

David gannon

Certificate of Adoption of Articles
of Incorporation

We, the undersigned, do hereby certify that the above stated
Articles of Incorporation of Electronic Synergy Foundation
were approved by the board of directors on May 20th,
2014
and constitute a complete copy of Articles of
Incorporation of the Electronic Synergy Foundation .

Names, addresses and signatures of all directors and
incorporators.

(see Board Of Directors)

Acknowledgment of consent to appointment
as registered agent

I, Scott Metzger agree to be the registered agent for
Electronic Synergy Foundation
 as appointed herein.

Amendment 1

ESF  adopts the R2:2013 Recycling Standard as part of it’s operating  procedures.

 

A Non-Profit Electronics Recycling Company