Certificate of Consolidation of
AMERICAN SOCIETY OF HEATING AND AIR-CONDITIONING ENGINEERS, INC.
and The American Society of Refrigerating Engineers
into
AMERICAN SOCIETY OF HEATING, REFRIGERATING AND AIR-CONDITIONING ENGINEERS, INC
Pursuant to Section 50 of the Membership Corporations Law:
We, ELMER R. QUEER and AUBRY V. HUTCHINSON, being respectively the president and the secretary of AMERICAN SOCIETY OF HEATING AND AIR-CONDITIONING ENGINEERS, INC., and
ROBERT H. TULL and ROBERT C. CROSS, being respectively the vice president and the secretary of The American Society of Refrigerating Engineers, do hereby certify:
1. (a) The names of the corporations to be included in the consolidation are AMERICAN SOCIETY OF HEATING AND AIR-CONDITIONING ENGINEERS, INC., and The American Society of Refrigerating Engineers.
(b) The certificate of incorporation of AMERICAN SOCIETY OF HEATING AND AIR- CONDITIONING ENGINEERS, INC., under the name THE AMERICAN SOCIETY OF HEATING AND VENTILATING ENGINEERS, was filed in the office of the Secretary of State on January 24, 1895, and certificates of amendment thereof were filed on May 20, 1914, March 8, 1946, December 7, 1949, and February 1, 1952. On December 8, 1954, a certificate of change of name from THE AMERICAN SOCIETY OF HEATING AND VENTILATING ENGINEERS to AMERICAN SOCIETY OF HEATING AND AIR-CONDITIONING ENGINEERS, INC., was filed pursuant to Section 40 of the General Corporation Law.
(c) The certificate of incorporation of The American Society of Refrigerating Engineers, was filed in the office of the Secretary of State on August 30, 1905, and certificates of amendment thereof were filed on November 26, 1945, November 23, 1955, and December 28, 1956.
2. The name of the consolidated corporation is AMERICAN SOCIETY OF HEATING, REFRIGERATING AND AIR-CONDITIONING ENGINEERS, INC.
3. The territory in which its operations are principally to be conducted is in all parts of the United States, its territories and possessions, in Canada, and in any and all foreign countries and places.
4. The office of the consolidated corporation is to be located at 180 Technology Parkway, Peachtree Corners, GA 30092.
5. The number of its directors shall be not less than nine (9) nor more than forty-eight (48).
The directors and elective officers, and their respective terms of office, shall initially be as set forth in the Agreement for Consolidation, made and entered into as of October 18, 1958, and thereafter the directors and elective officers, and their respective terms of office, shall be as set forth in the bylaws of the consolidated corporation.
In furtherance and not in limitation of the powers conferred by statute, the board of directors, if the bylaws so provide, may designate one or more committees which, to the extent provided in the bylaws of the consolidated corporation, or by resolution or resolutions of the board of directors, shall have and may exercise the powers of the board in the management of the business and affairs of the consolidated corporation that may be delegated to such committee or committees, such committee or committees to have such name or names as may be stated in the bylaws or as may be determined from time to time by resolution or resolutions of the board of directors.
The consolidated corporation may in its bylaws confer powers and authorities upon its board of directors in addition to the powers and authorities expressly conferred by the statutes of the State of New York or by this certificate. All powers of the consolidated corporation, insofar as the same may be lawfully vested in the board of directors, are hereby conferred upon the board of directors of the consolidated corporation.
Both members and directors of the consolidated corporation shall have the power to hold their respective meetings within or without the State of New York; the consolidated corporation shall have the power to maintain offices and keep the books of the consolidated corporation within or without the State of New York, at such place or places as may from time to time be designated by the board of directors.
No officer, director, or member of the consolidated corporation, shall receive or be lawfully entitled to receive any part of the net earnings thereof or any pecuniary profit from the operations thereof, except such reasonable compensation for services in effecting one or more of its purposes as the board of directors may determine.
Each director of the consolidated corporation shall be indemnified by said corporation against expenses actually and necessarily incurred by him in connection with the defense of any action, suit, or proceeding in which he is made a party by reason of his being or having been a director of the corporation, except in relation to matters as to which he shall be adjudged in such action, suit, or proceeding to be liable for willful negligence, misfeasance, or misconduct in the performance of his duties as director; such right of indemnification shall not be deemed exclusive of any other right to which he may be entitled under any bylaw, agreement, vote, or otherwise.
6. The consolidated corporation shall be one of the constituent corporation, to-wit, AMERICAN SOCIETY OF HEATING AND AIR-CONDITIONING ENGINEERS, INC., and not a new corporation.
7. The terms and conditions of consolidation, in addition to those hereinabove set forth, and the mode of carrying the same into effect, are as follows:
(1) The purposes of the consolidated corporation are:
(a) To advance the arts and sciences of heating, refrigeration, and air conditioning and ventilation, and the allied arts and sciences, for the benefit of the general public.
(b) To encourage and conduct scientific research and the study of principles and methods in the fields of heating, refrigeration, and air conditioning and ventilation, and the allied arts and sciences, the results of which shall be made freely available to the public.
(c) To promote the unrestricted dissemination of knowledge and information and, for such purpose, to publish and to foster the publication of books, periodicals, papers, reports, educational programs, and scientific and educational data relating to heating, refrigeration, and air conditioning and ventilation, and the allied arts and sciences.
(d) To engage in educational activities (not including the conduct of any school or institution of learning), and to encourage the adoption and maintenance of high standards of instruction and educational and professional training in the fields of heating, refrigeration, and air- conditioning and ventilation, and the allied arts and sciences.
(e) To cooperate with governmental agencies and with universities, colleges, schools, and other organizations and groups having the same or similar objects and purposes, and to establish scholarships and make contributions, grants, and awards in furtherance of the foregoing purposes.
(f) To establish, approve, adopt, and promulgate codes, standards, and procedures in the fields of heating, refrigeration, and air conditioning and ventilation, and the allied arts and sciences, subject the proviso that all such activities shall be conducted solely for the advancement of engineering science.
(g) To organize and form local regions, chapters, sections, and student and other branches, and to regulate, operate, and control the same under the direction and at the pleasure of the consolidated corporation, but no local region, chapter, section, or branch shall subject the consolidated corporation to any financial or other obligation except such as the consolidated corporation may voluntarily assume.
(h) To receive, acquire, hold, and maintain any property, real or personal, without limitation as to amount or value, for any of the consolidated corporation's objects, by way of bequest, devise, gift, grant, purchase, or lease, to invest and reinvest the same, to control the income therefrom, and to expend or otherwise dispose of all or any portion of its funds and property, including the income, interest, or principal, subject, however, to any directions or limitations placed upon the same by donors or testators.
(i) To do any and all things necessary or proper in connection with or incidental to any of the foregoing.
(j) The consolidated corporation shall be operated exclusively for scientific and educational purposes; no substantial part of the activities of the consolidated corporation shall be the carrying on of propaganda or otherwise influencing or intending to influence legislation; in the event of the dissolution of the consolidated corporation, the board of directors shall dispose of its net assets, in trust, however, to further the purposes expressed herein, without preference in favor of any contributor or any member, officer, or director of the consolidated corporation, and subject to the order of a Justice of the Supreme Court.
(2) Upon the filing of this Certificate of Consolidation in the office of the Secretary of State, each member of the constituent corporations shall have and possess the highest grade of membership in the consolidated corporation as was upon such filing held by him in either of the constituent corporations; and each member of the constituent corporations then entitled to vote therein shall possess the power to vote in the consolidated corporation for the election of directors and for all other purposes conferred upon voting members by the laws of the State of New York, this Certificate of Consolidation, and the bylaws.
(3) Except as provided in subdivision (5) of this Paragraph 7, upon the filing of this Certificate of Consolidation in the office of the Secretary of State, the separate existence of each constituent corporation, except the consolidated corporation, shall cease and the consolidation shall be effective, as provided in Section 53 of the Membership Corporations Law, and the consolidated corporation shall possess all of the powers of the constituent corporations, and shall have the powers and be subject to the duties and obligations of a membership corporation formed under the laws of the State of New York for like purposes.
(4) Upon the filing of this Certificate of Consolidation in the office of the Secretary of State, all the rights, privileges, and interests of each of the constituent corporations, all the property, real, personal, and mixed, and all the debts due on whatever account to either of them, and other things in action belonging to either of them, shall be deemed to be transferred to and vested in the consolidated corporation without further act or deed, and all claims, demands, property, and every other interest, whether vested or contingent, shall be as effectually the property of the consolidated corporation as they were of the constituent corporations, and the title to all real estate, taken by deed or otherwise under the laws of the State of New York vested in either of the constituent corporation, shall not be deemed to revert or be in any way impaired by reason of the consolidation but shall be vested in the consolidated corporation.
(5) Except as provided by Section 12 of the Personal Property Law, or Section 113 of the Real Property Law, any devise, bequest, gift, or grant contained in the will of a person dying domiciled in the State of New York, of in any other instrument executed under the laws of said State, taking effect after such consolidation, to or for either of the constituent corporations, shall inure to the benefit of the consolidated corporation, and so far as is necessary for that purpose, or for the purpose of a like result with respect to device, bequest, gift, or grant governed by the law of any other jurisdiction, the existence of each constituent corporation shall be deemed to continue in and through the consolidated corporation.
(6) Upon the filing of this Certificate of Consolidation in the office of the Secretary of State, the consolidated corporation shall be deemed to have assumed and shall be liable for all the liabilities and obligations of the constituent corporations, in the same manner as if such consolidated corporation had itself incurred such liabilities and obligations.
IN WITNESS WHEREOF, we have made and subscribed this certificate this 16th day of January, 1959.
Certificates of change were filed June 30, 1964
January 25, 1981.