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Articles of Incorporation


Articles of Incorporation



Article 1 -- Nature of this Document
  • Section1
    This Organization was originally certified on the 3rd September 2002 in the State of Alabama, USA pursuant to the Alabama Nonprofit Corporation Act and retains its identity with that same Organisation.
  • Section2
    The name of this nonprofit organization shall be "The Immortality Institute" or "Immortality Institute", or "ImmInst", or "Longecity" or "Longe City" or any similar spelling or any one these words in connection with an internet sub-level domain name that is registered on behalf of the Organisation.
  • Section3
    the Organisation may operate specific aspects of activity under other names as agreed by a majority of sitting Directors. The alternative name(s) and their associated remit of subsidiary activities shall be listed in the Bylaws.

Article 2 -- Mission
  • Section1
    The mission of the Organisation is to conquer the blight of involuntary death.
  • Section2
    To advance the mission, the Organisation aims to provide, among other things:
    (a) a forum for the exchange of information and views;
    (b) a repository of relevant information;
    © an electronic infrastructure to support community projects and initiatives;
    (d) targeted funding for relevant community initiatives and projects.
  • Section3
    The Organisation may adopt any further descriptions and announcements and other statements of its aims, aspirations, activities, policies, and positions as authorised by the Board or made by an authorised Officer. Where such statements are to be considered as prominent or important or to referred to on a regular basis, the statement shall be incorporated in the Bylaws.
  • Section4
    The Organisation shall operate on a not-for profit basis, organized exclusively for charitable, educational, and scientific purposes as may qualify it as exempt from federal income tax under applicable sections of the Internal Revenue Code (1986), as amended, or corresponding section(s) of any future federal tax code.

Article 3 -- Registered Address
  • Section1
    The Organisation shall have the power and right to establish and maintain offices and to engage in activity at any other place or places within or outside the State it is incorporated in.
  • Section2
    The current seat and registered address of the Organisation is c/o Shepard 999 Pleasant Ave Auburn, Alabama 36832, USA

Article 4 -- Internal Regulation
  • Section1
    Provisions for the regulation and management of the affairs of the Organisation shall be set out in its Constitution, which consists of the Articles of Incorporation and the Bylaws.
  • Section2
    The operation of the organisation shall be governed by Bylaws. The Bylaws may be amended or repealed, in whole or in part, in the manner provided therein.
  • Section3
    References to specific terms in this Constitution shall be to the definition associated with that term therein. These specific terms shall be capitalised.
  • Section4
    References to specific dates in this Constitution shall be to Greenwich Mean Time. References to days as duration shall mean a 24hr period.

Article 5 -- Board of Directors
  • Section1
    The Organisation shall be governed by a Board of Directors (the Board) comprised of no fewer than three persons.
  • Section2
    All corporate powers shall be exercised by or under authority of the Board, and the business and affairs of the Organisation shall be managed under the direction of the Board.
  • Section3
    Directors shall be natural persons. The Bylaws may prescribe other qualifications for Directors and the manner of their appointment and dismissal.
  • Section4
    The Directors shall not, as such, be liable for obligations of the Corporation.
  • Section5
    The Board may delegate decisions regarding action, communication, policy, expenditures, and other matters relating to the affairs of the Organisation to appointed Officers or to designated individuals on a temporary basis.

Article 6 -- Membership
  • Section1
    The Organisation may have one or more classes of Members, the designation of such class or classes, the manner of election or appointment and the qualifications and rights of the Members of each class shall be set forth in the Bylaws.
  • Section2
    Members of the Organisation shall not, as such, be liable for obligations of the Organisation.

Article 7 -- Duration and Dissolution
  • Section1
    The duration of the Organisation shall be perpetual.
  • Section2
    The Organisation shall not dissolve, disband, discontinue its activities, deplete the entirety of its assets or suspend this Constitution except as provided in this Article.
  • Section3
    The Organisation shall disband
    (a) when the Mission has been fulfilled as decreed by a unanimous decision of the Board and an additional affirmative Referendum (as described in the Bylaws) or
    (b) when it can no longer pursue its mission effectively as decreed by a unanimous decision of the Board and an additional affirmative Referendum or
    © when the number of active Directors has been below 3 for more than 150 consecutive days.
  • Section4
    In the event of the dissolution of the Organisation, any assets remaining shall be disposed of by the Board of Directors, exclusively for the purpose of fostering its mission in accordance with law to one or more organizations (including, without limitation, organs of federal, state or local government) engaged in activities substantially similar to those of the Organisation.
  • Section5
    The provisions of Title 10, Chapter 3A, and Article 7 of the Code of Alabama as amended, or any superseding provisions on the dissolution of non-profit organisations shall apply.

Article 8 -- Transitional arrangements
  • Section1
    This version of the Articles of Incorporation comes into force on January 8th 2011, 00:08 GMT or as soon as possible thereafter.
  • Section2
    The Persons listed in an appendix to these Articles shall continue to be recognised as Directors of the Organisation until such time as they are replaced in accordance with this Constitution.
  • Section3
    The Persons listed in an appendix to these Articles shall continue to be recognised as Officers of the Organisation until such time as they are replaced in accordance with this Constitution.
  • Section4
    Decisions, votes and agreements made in accordance with the previous Constitution shall not be invalidated by the adoption of the revised Articles of Incorporation, unless these former decisions, votes and agreements endure and are now in conflict with the new revised version in which case they shall be considered void wherever possible in law.


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