ARTICLES OF INCORPORATION, OF USA BREAKIN’

Determined to create
a culture that supports and
empowers our dance athletes.

Articles of Incorporation of USA Breakin’

USA Breakin (the “Corporation”) is incorporated as a nonprofit corporation under the District of Columbia Nonprofit Corporation Act of 2010 (the “Nonprofit Act”), Title 29, Ch. 4.

ARTICLE I – NAME

The name of the Corporation is USA Breakin.

ARTICLE II – DURATION

The period of its duration is perpetual.

ARTICLE III – PURPOSE

The Corporation is organized exclusively for charitable, scientific and educational purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code (hereafter referred to as the “Code”) and shall engage exclusively in such activities as to enable it to qualify for exemption from federal income tax under Section 501(c) (3) of the Code. More specifically, such purposes include, but are not limited to, the following:

A. To educate, promote and provide services in support of the growth of the sport of breakdancing (“breakin”), including through organizing and promoting local, regional, national and international competitions, and such other lawful purposes for which a nonprofit corporation may be formed in the District of Columbia;

B. To enable United States athletes to achieve sustained competitive excellence in Olympic, Paralympic, Pan American and Parapan American competitions;

C. To engage in any lawful act or activity and to exercise any powers permitted to a nonprofit corporation organized under the laws of the District of Columbia that are related or incidental to and necessary, convenient or advisable for the accomplishment of the above-mentioned purposes, including without limitation:

To accept donations of money or property, whether real or personal, or any interest therein, wherever situated;
To acquire, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Corporation;
To provide scholarships in support of participants seeking to engage in training for or participation in local, regional, national and international competitions, including in Olympic, Paralympic, Pan American and Parapan American competitions;
To maintain control and discretion over the use of funds received by the Corporation;
To monitor the use of funds made available by the Corporation to assure that the funds are used in conformity with the intended purposes;
To invest any funds of the Corporation in furtherance of its nonprofit purposes;
To borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Corporation, and secure the same by mortgage, pledge or other lien on the assets of the Corporation;
To prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Corporation and, in connection therewith, execute any extensions, renewals or modifications of any note, loan agreement, mortgage or security agreement evidencing or securing such indebtedness;
To employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; and,
To enter into contracts with public and private bodies.

D. To engage in any other religious, charitable, scientific or educational purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended or corresponding section of any future federal tax code (the “Code”), and regulations thereunder.

ARTICLE IV – MEMBERS

The Corporation shall have members. The Bylaws of the Corporation, as adopted and amended by the Board of Directors in accordance with Article IV, shall set forth the qualifications for becoming a member of the Corporation. The members shall have the right to vote as set forth in the Bylaws of the Corporation.

ARTICLE V – DIRECTORS

The manner of election or appointment of the Board of Directors shall be as provided in the Bylaws of the Corporation. The number of members of the Board of Directors shall be set in the manner provided in the Bylaws, but in no event shall there be fewer than three (3) Directors. The initial Directors shall serve until the first annual meeting of the Board of Directors or until their successors are elected and qualified. The names and address of the persons who shall serve as the initial Directors are:

Antonio Castillo: 6925 Willow St NW, Washington, DC 200122

Duane Sy: 9672 Eaton Woods PL, Lorton VA 220793

Ian Flaws: 6860 W 80th Circle, Arvada, CO 80003

ARTICLE VI – BYLAWS

The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have all powers necessary or appropriate for the administration of the affairs of the Corporation and may perform all acts in furtherance thereof as are not forbidden to the Directors by law, these Articles of Incorporation, or the Bylaws.

The initial Bylaws shall be adopted by the Board of Directors, and the power to amend or repeal the Bylaws shall be provided for in the Bylaws and shall be subject to the following:

A. This Corporation shall not directly or indirectly engage in any activity:

That will prevent this Corporation from qualifying (and continuing to qualify) asa corporation described in Section 501(c)(3) of the Code and regulations thereunder, or
Which is prohibited by an organization that contributions to which are deductible under Section 170(c)(2) of the Code and regulations thereunder.

B. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, directors, 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 Article III above.

ARTICLE VII – LIMITATION OF LIABILITY

The personal liability of the Directors of the Corporation is hereby eliminated to the fullest extent permitted by the District of Columbia Nonprofit Corporation Act, as the same exists or may hereafter be amended. The private property, both real and personal, of the members of the Board of Directors and the officers of the Corporation shall not be subject to the payment of corporate debts to any extent whatsoever.No amendment or repeal of this paragraph shall apply to or have any effect on the liability or alleged liability of any Director of the Corporation for or with respect to any act or omission on the part of such Director occurring prior to such amendment or repeal.

ARTICLE VIII – INDEMINFICATION

The Corporation shall indemnify its Directors, officers, employees, and agents to the fullest extent permitted by the District of Columbia Nonprofit Corporation Act, as the same exists or may hereafter be amended.

Except as required by law, the incorporators, directors and officers of the Corporation shall not be liable for any debt, liability or obligation of the Corporation. All persons or other entities extending credit to, contracting with, or having a claim against, the Corporation may only look to the funds and property of the Corporation for the payment of any such contractor claim, or for the payment of any debt, damages, judgment or decree, or for any money that may otherwise become due or payable to them from the Corporation.

ARTICLE IX – DISSOLUTION

At all times, notwithstanding merger, consolidation, reorganization, termination, dissolution, or winding up of the Corporation, voluntary or involuntary or by operation of law, and notwithstanding any other provision of these Articles:

A. the Corporation shall not possess or exercise any power or authority, or engage directly or indirectly in any activity, that will or might prevent it at any time from qualifying and continuing to qualify as a corporation described in Code Section 501(c)(3);

B. no part of the assets or net earnings of the Corporation shall ever be used, nor shall theCorporation ever be organized or operated, for purposes that are not exclusively for the promotion of the common business interests of its members within the meaning ofCode Section 501(c) (3); and

C. pursuant to the prohibition contained in Code Section 501(c) (3), no part of the net earnings of the Corporation shall ever inure to the benefit of or be distributable to its members, Directors, 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 Article III above.

ARTICLE X – DISSOLUTION

Upon dissolution of the Corporation, the Board of Directors shall:

A. first pay or make provision for the payment of all of the Corporation’s liabilities;

B. second return, transfer, or convey (or make provision therefor) all assets held by the Corporation upon condition requiring such return, transfer, or conveyance in the event of dissolution of the Corporation; and

C. finally, distribute any remaining assets and property of the Corporation to such organization or organizations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization under section 501(c)(3) of the Code as the Board shall determine. Any assets not so disposed of shall be disposed of by a Court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XI – RESERVATION

The Corporation reserves the right to amend, change or repeal any provision contained in these Articles of Incorporation or to merge or consolidate the Corporation with any other nonprofit corporation in the manner now or hereafter prescribed by statue, provided that any such action shall be undertaken exclusively to carry out the objects and purposes for which the Corporation is formed, and is carried out in a manner consistent with the requirements of Section 501(c)(3) of the Code.