ARTICLES OF INCORPORATION
PUBLIC TECHNICAL IDENTIFIERS
Filed on 10 August 2016
I. The name of this corporation is Public Technical Identifiers (the “Corporation”).
II. This Corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Law for public and charitable purposes. Such purposes shall be within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding provision of any future United States tax code. Any reference in these Articles to the Code shall include the corresponding provisions of any future United States tax code.
III. The specific purpose of the Corporation is to operate exclusively to carry out the purposes of the Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit corporation (“ICANN”), by performing the IANA functions on behalf of ICANN.
IV. The name of the Corporation's initial agent for service of process in the State of California, United States of America is C T Corporation System.
V. The initial street and mailing address of the Corporation is 12025 Waterfront Drive, Suite 300, Los Angeles, CA 90094-2536.
VI. The Corporation shall have only one member (as defined in Section 5056 of the California Corporations Code), which shall be ICANN.
VII. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of or in opposition to any candidate for public office.
VIII. The property of the Corporation is irrevocably dedicated to public and charitable purposes and no part of the net income or assets of this Corporation shall ever inure to the benefit of any director, trustee, member or officer of the Corporation, or to any private person, except that the Corporation is 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.
IX. Upon the dissolution or winding up of the Corporation, any assets remaining after payment, or provision for payment, of all debts and liabilities of the Corporation shall be distributed to ICANN, unless ICANN no longer qualifies as a tax-exempt organization under Section 501(c)(3) of the Code in which case such assets shall be distributed for charitable or educational purposes within the meaning of Section 501(c)(3) of the Code to one or more other organizations that lessen the burdens of government and promote the global public interest in the operational stability of the Internet and that are exempt from tax under Section 501(c)(3) of the Code.
X. In no event shall the Corporation be controlled directly or indirectly by one or more “disqualified persons” (as defined in Section 4946 of the Code) other than foundation managers and other than one or more organizations described in paragraph (1) or (2) of Section 509 (a) of the Code.
XI. The Corporation may engage in any activities that are reasonably related to or in furtherance of its stated purposes, or in any other charitable activities, provided that the Corporation will not carry on any activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code. The Corporation shall operate to the maximum extent feasible in an open and transparent manner and consistent with procedures designed to ensure fairness.
XII. To the full extent permitted by the California Nonprofit Public Benefit Corporation Law or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its members for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article XII shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.
XIII. These Articles may only be adopted, amended, or repealed in whole or in part with the approval of (a) at least four of the five directors of the Corporation, and (b) ICANN.
DATE: 10 August 2016
INCORPORATOR: Akram Atallah