Bigelow Laboratory for Ocean Sciences

Ocean Life, Planet Health

Articles of Incorporation

First: The name of the corporation is Bigelow Laboratory for Ocean Sciences.

Second: The corporation is organized as a public benefit corporation exclusively for charitable, educational, and scientific purposes including without limitation research, education and the promotion and use of knowledge relating to ocean sciences.

Third: The address of the registered office of the corporation is 60 Bigelow Drive, East Boothbay, Maine 04544.

Fourth: The minimum number of directors shall be ten and the maximum number of directors shall be thirty. The exact number of directors shall be established by resolution of the board of directors.

Fifth: There shall be no members.

Sixth: No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) 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.

Seventh: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its directors, 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 Article Second hereof. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the 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. Any such 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.