articles of incorporation of ARCC
To: The Recorder of Deed, D.C.
Washington, D. C.
We, the undersigned natural persons of the age of twenty-one years or more, acting as Incorporators of a corporation, adopt the following Articles of Incorporation for such corporation pursuant to the District of Columbia Non-Profit Corporation Act:
FIRST: The name of the corporation is the Architectural Research Centers Consortium, Inc., hereinafter called the "Consortium."
SECOND: The period of duration of the Consortium is perpetual.
THIRD: The purposes for which the Consortium is organized are to engage exclusively in charitable, educational and scientific activities within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954, as the same may from time to time be amended or superceded, and more particularly and in furtherance of such activities, to seek, investigate and carry out programs and projects for the improvement of the conditions of human life; to engage in research, contract for research to be performed by others and furnish research and advisory services to governmental agencies and private enterprises, with the objective of furthering and promoting the development of a human environment for living and working; and to conceive, create and implement methods of research for selected areas to the end that such areas may be developed and maintained in a manner which enhances existing and potential cultural, educational, residential, aesthetic and other assets.
In order to carry out the foregoing purposes, the Consortium shall have the following powers without limitation of the general powers conferred by the laws of the District of Columbia:
1. To take and hold by lease, gift, purchase, grant, devise, bequest or otherwise, any property, real or personal or mixed, or any interest therein, wherever situated. either absolutely or jointly with any other person, organization or corporation.
2. To borrow money at such rates of interest as the Consortium may determine without regard to the restrictions of any usury laws.
3. In general, to have and exercise all powers necessary or convenient to effect any or all of the purposes for which the Consortium is formed and all of the powers conferred by the laws of the District of Columbia upon corporations formed under the Non-profit Corporation Law of the District of Columbia, and to do any and all the aforementioned things throughout the world to the extent permitted thereunder, as principal for its own account and in its own name, as joint venturer or partner with others, as agent or attorney-in-fact, for and in the name of others, or in any other capacity whatsoever, and to the same extent in all respects as a natural person could do.
FOURTH: The Consortium shall have no corporate members. Each architectural research center admitted under the terms of the By-laws as an affiliate of the Consortium shall be entitled to designate one of its employees as a member of the Council of the Consortium.
FIFTH: Not applicable.
SIXTH: The members of the Council of the Consortium, by majority vote, shall have the power to designate the number of Directors, which shall not be less than three (3), the manner of election or appointment of said Directors, the place of the administrative offices and the administrator, if any, of the Consortium, by a two-thirds vote of the members, and to amend the By-laws and Articles of Incorporation and to dissolve or merge the Consortium, all as set forth in the By-laws of the Consortium.
SEVENTH: The internal affairs of the Consortium shall be regulated by the By-laws, and the business and affairs of the Consortium shall be managed and conducted in accordance with the By-laws, and shall be subject to the following limitations:
(a) The Consortium shall not be conducted for profit.
(b) No part of the property or net earnings of the Consortium shall inure to the benefit of any officer, or director, or school or research center which is an affiliate of the Council, nor shall any officer, director or private individual or his private property be liable for the obligations of the Consortium. Nothing herein shall prevent the payment of reasonable compensation for services actually rendered to or on behalf of the Consortium.
(c) The Consortium shall not make any loans to its officers or Board of Directors, or research centers which are affiliates of the Council, or their employees, or to private individuals. Any officer or director who votes for, assents to or participates in the making of a loan or advance to any officer or director shall be jointly and severally liable for the amount of such loan until its repayment.
(d) The Consortium shall not exercise any power nor engage in any activity that would prevent it from obtaining exemption from federal income taxation as a corporation described in Section 501 (c) (3) of the Internal Revenue Code of 1954, as the same may from time to time be amended or superceded, or cause it to lose its exempt status under such exemption.
(e) No substantial part of the activities of the Consortium shall be the carrying on of propaganda, or otherwise attempting to influence legislation .
(f) The Consortium shall not participate in or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.
(g) On dissolution or final liquidation of the Consortium, any assets remaining in the corporation after payment of all liabilities, shall be distributed by vote of the Board of Directors, with the concurrence of two-thirds of the remaining members of the Council of affiliated architectural research centers, in good standing at that time, either exclusively for the purposes of the Consortium in such manner as the Directors shall determine or to any non-profit corporation or association which shall at the time be exempt or qualified for exemption under Section 501 (c) (3) of the Internal Revenue Code of 1954, as the same may then have been amended or superceded, as the Board of Directors shall determine.
EIGHTH: The address, including street and number, of the initial registered office of the Consortium is:
c/o The AIA Research Corporation
1735 New York Avenue, N.W.
Washington, D.C. 20006
and the name of the initial registered agent at such address is Nancy W. Truscott, Esquire, a resident of the District of Columbia.
NINTH: The number of directors constituting the initial Board of Directors is three (3). The names and addresses, including street and number, of the persons who are to serve as the initial Directors until the first annual meeting or until their successors be elected and qualified are:
John P. Eberhard, 1735 New York Avenue, N.W., Washington, D . C . 2 0 0 0 6
Sanford R Greenfield, Department of Architecture, Iowa State University, Ames, Iowa 5 00 1 0
Fount T. Smothers, Department of Architecture, Louisiana State University, Baton Rouge, Louisiana - 70803
TENTH: The name and address, including street and number, of each Incorporator is:
John P. Eberhard, 7610 Hamilton Spring Road, Bethesda, Maryland 20234
Charles Masterson, 1525 Que Street, N.W., Washington, D.C. 20009
Nancy W. Truscott, 4901 Quebec Street, N.W., Washington, D . C . 20016
Dated the (8th) day of October, 1976
(signed by): John P. Eberhard, Charles Masterson, Nancy W. Truscott -- Incorporators
District of Columbia, ss:
I, (Sheila Neary), a Notary Public, hereby certify that on the (8th) day of October, 1976, personally appeared before me, JOHN P. EBERHARD, CHARLES MASTERSON and NANCY W. TRUSCOTT, who signed the foregoing documents as Incorporators, and stated that the statements therein contained are true.
_______ Notary Public
(SEAL)
I, Jonathan King, President, of the Architectural Research Centers Consortium, Inc., certify that this copy of the Articles of Incorporation of the Consortium is a complete and accurate copy of the original document, and of all amendments thereto, found in the minute book of the Consortium.
Dated: _________
Name __________