ARTICLES OF INCORPORATION — CANONIC FOUNDATION, INC.

inherits: hadleylab-canonic/CHARTER/ENTITY privacy: VAULT

ARTICLES OF INCORPORATION OF CANONIC FOUNDATION, INC.

A Florida Not For Profit Corporation

ARTICLE I — NAME

The name of this corporation is CANONIC FOUNDATION, INC.

ARTICLE II — PURPOSE

This corporation is organized exclusively for charitable, scientific, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future federal tax law, including but not limited to:

(a) To advance the development, governance, and deployment of artificial intelligence systems in healthcare and related fields for the benefit of the general public;

(b) To hold, manage, and license intellectual property under Fair, Reasonable, and Non-Discriminatory (FRAND) terms for the public benefit;

(c) To conduct and support scientific research in computational governance, health informatics, and related disciplines;

(d) To educate the public and healthcare professionals on AI governance, data protection, and evidence-based clinical decision-making;

(e) To engage in any and all lawful activities incidental to the foregoing purposes.

ARTICLE III — POWERS

The corporation shall have all powers granted to not for profit corporations under the Florida Not For Profit Corporation Act, Chapter 617, Florida Statutes, as amended, and all powers necessary or incidental to carry out its purposes as stated in Article II.

ARTICLE IV — REGISTERED AGENT AND OFFICE

The street address of the initial registered office of this corporation is:

[To be designated — JULIO HERNANDEZ to advise on registered agent address]

The name of the initial registered agent at that address is:

[To be designated]

ARTICLE V — INCORPORATOR

The name and address of the incorporator is:

Dexter Hadley, MD/PhD [Address to be provided]

ARTICLE VI — BOARD OF DIRECTORS

The corporation shall be managed by a Board of Directors. The number of directors constituting the initial Board of Directors shall be not fewer than three (3). The names and addresses of the persons who are to serve as the initial directors are:

ARTICLE VII — MEMBERSHIP

This corporation shall have no members.

ARTICLE VIII — DISTRIBUTION OF ASSETS

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its 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 II.

ARTICLE IX — LEGISLATIVE AND POLITICAL ACTIVITIES

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 distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office.

ARTICLE X — DISSOLUTION

Upon dissolution of the corporation, after paying or making provision for the payment of all liabilities of the corporation, all remaining 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.

Notwithstanding the foregoing, any intellectual property held in trust by the corporation shall, upon dissolution, revert to the Grantor (Dexter Hadley) or his designee, subject to any existing license obligations.

ARTICLE XI — LIMITATION ON ACTIVITIES

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.

ARTICLE XII — INDEMNIFICATION

The corporation shall indemnify its directors, officers, employees, and agents to the fullest extent permitted by the Florida Not For Profit Corporation Act, Chapter 617, Florida Statutes, as amended.

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation on this ___ day of ____, 2026.

_______________________________
Dexter Hadley, MD/PhD
Incorporator

NOTES FOR DAVID

1. Purpose clause (Article II): Broad per your advice — “any and all lawful activities incidental to the foregoing purposes” covers future expansion. The specific sub-purposes (a)-(d) satisfy IRS Form 1023 narrative requirements without limiting the entity.

2. Dissolution (Article X): Standard 501(c)(3) dissolution clause plus IP reversion to Grantor — this protects the trust structure and is consistent with the IP Trust instrument you’ll draft.

3. Board (Article VI): Three initial directors. You’re listed — confirm if you want voting or advisory status.

4. No members (Article VII): Simplifies governance. Board-managed only.

5. Registered agent (Article IV): Julio to advise. Can be CT Corporation, Sunbiz agent, or Julio’s office.

6. All brackets [ ] need your input before filing.

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