Science and history happened here.

Friends of Parrott Hall is a 501(c)3 Non-Profit Organization committed to saving Parrott Hall, the original home of the New York State Agricultural Experiment Station in Geneva, New York.

CERTIFICATE OF INCORPORATION

Friends of Parrott Hall, Inc.

Under Section 402 of the Not-for-Profit Corporation Law

FIRST: The name of the corporation is:

(hereinafter designated as "the Corporation")

SECOND: The Corporation is a corporation as defined in subparagraph (a)(5) of Section 102 of the Not-for-Profit Corporation Law NPCL §102 (a)(5).

THIRD: The Corporation is formed exclusively for the following charitable purposes, in furtherance of which the Corporation will have the power to raise funds, solicit contributions, and conduct other fundraising opportunities:

a) To cultivate among visitors to and residents of the Finger Lakes Region of New York an interest in the sciences, particularly the sciences related to agriculture, entomology, horticulture, and food technologies. Activities may include exhibits, tours, school programs and camps, lectures, panel discussions and forums. Partnerships will be pursued with other educational, governmental and not-for-profit organizations that may have similar purposes, objectives, and programs as described above.

b) To promote major scientific advances, especially those resulting from research at universities and colleges in the Finger Lakes Region of New York, and to acquaint, educate, and share with the public the research being conducted in the fields of science and technology.

c) To preserve, maintain, and operate the Parrott Hall State Historic Site as an architectural and agricultural landmark, and for the promotion of science education and tourism in the City and Town of Geneva, New York.

FOURTH: The corporation is not formed to engage in any activity or for any purpose requiring consent or approval of any state official, department, board, agency or other body. No consent or approval is required.

FIFTH: The corporation is a charitable corporation under Section 201 of the Not-for-Profit Corporation Law.

SIXTH: The office of the Corporation is to be located in the State of New York, County of Ontario.

SEVENTH: The number of directors of the Corporation shall be fixed by the bylaws of the Corporation, but in no event shall they be less than three, and all of them shall be citizens of the United States of America and residents in the State of New York. The names and addresses of the initial directors of the Corporation are:

Bruce Reisch, Geneva, New York 14456

Kerry Lippincott, Geneva, New York 14456

Michael J. Calabrese, Pittsford, New York 14534

Robert Seem, Seneca Falls, New York 13148

EIGHTH: The Secretary of State is designated as agent of the corporation upon whom process against it may be served. The address which the Secretary of State shall mail a copy of any process accepted on behalf of the corporation is:

c/o Bruce Reisch, 57 High St., Geneva, NY 14456

NINTH: The Corporation shall have the following limitations on its operations in order to qualify for the exemption provided under §50l(c)(3) of the Internal Revenue Code or corresponding section of any future code:

1. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, trustees, 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 THIRD hereof. 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 this certificate, the Corporation shall not be permitted to carry on any other activities prohibited to: (a) a corporation exempt from federal income tax under §50l(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) to a corporation whose contributions are deductible under §170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

2. Upon dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of §50l(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 the Supreme Court of the State of New York for the County of Ontario, or in any other county in which the Corporation shall then have its principal office, exclusively for such purposes or to such organization or organizations as said Court shall determine which are organized and operated exclusively for such purposes.

3. The Corporation will be a non-stock corporation whose members will initially be the individuals specified in the bylaws of the Corporation and any organizations and members of the public thereafter admitted to membership as set forth in the bylaws and any amendments thereto, provided such admission will not jeopardize or adversely affect the Corporation's ability to qualify under §50l(c)(3) of the Internal Revenue Code.

The incorporator or incorporators must sign the Certificate of Incorporation and type or print his/her name and address. '

(signature)

Bruce Reisch

(signature)

Kerry Lippincott

(signature)

Michael J. Calabrese

(signature)

Robert Seem

CERTIFICATE OF INCORPORATION OF