AMENDED AND RESTATED
ARTICLES OF INCORPORATION
THE GEOLOGICAL SOCIETY OF WASHINGTON, INC.
We, the undersigned natural persons of the age of eighteen (18) years or more, submit the following Amended and Restated Articles of Incorporation of The Geological Society of Washington, Inc. (“the Corporation”), a nonprofit corporation organized and existing under the Nonprofit Corporation Act of 2010, D.C. Code 29-401.01, et seq.:
- The original Articles of Incorporation of the Corporation were issued on April 20, 1977;
- The following Amended and Restated Articles of Incorporation were duly proposed by the Corporation’s Board of Directors and duly adopted by the same pursuant to the applicable provisions of D.C. Code 29-408.03 on December 18, 2013;
- The following Amended and Restated Articles of Incorporation were duly approved by a majority of the members of the Corporation at a meeting at which a quorum existed on December 18, 2013.
FIRST: The name of the Corporation is THE GEOLOGICAL SOCIETY OF WASHINGTON, INC. (the “Corporation”).
SECOND: The term for which the Corporation is organized shall be perpetual.
THIRD: The Corporation is organized exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986. More specifically, the purpose of the Corporation is to encourage the advancement of geological and related sciences in all of their branches; to promote research in geological and related sciences and technology; to promote the increase and diffusion of knowledge of geological and related sciences and technology; and, by its meetings, reports, papers, discussions, educational programs, field trips, and publications, to promote scientific interest and inquiry in the field of geological and related sciences, thereby fostering public welfare and education, providing for informed development of industries and natural resources, and addressing environmental issues on a nonprofit basis. Additionally, the Corporation may make grants in support of the above-described activities and may raise funds to support the above-described activities and purposes of the Corporation. All funds, whether income or principal, and whether acquired by gift, membership fee, contribution, or otherwise, shall be devoted to the aforesaid purposes.
FOURTH: The members of the Corporation shall be as set forth in the Bylaws.
FIFTH: The management and affairs of the Corporation shall be, at all times, under the direction of the Council, whose function and purpose is identical to those of a Board of Directors and whose operation in governing the Corporation shall be defined by the Corporation’s Bylaws. The number of members on the Council shall be designated in the Corporation’s Bylaws as amended from time to time. Those individuals currently serving as Councilors shall continue to do so through their current term as defined by the Corporation’s Bylaws. No Council person or member shall have any right, title, or interest in or to any property of the Corporation.
SIXTH: The Corporation shall neither have nor exercise any power, nor shall it directly or indirectly engage in any activity, that would (1) prevent it from obtaining exemption from federal income taxation as a corporation described in Section 501(c)(3) of the Internal Revenue Code of 1986, or (2) cause it to lose such exempt status. Specifically:
- The Corporation will distribute its income for each tax year at a time and in a manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Internal Revenue Code, or the corresponding section of any future federal tax code.
- The Corporation will not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
- The Corporation will not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
- The Corporation will not make any investments in a manner as to subject it to tax under section 4944 of the Internal Revenue Code, or the corresponding section of any future federal tax code.
- The Corporation will not make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
SEVENTH: The Corporation shall not be operated for the primary purpose of carrying on a trade or business for profit.
EIGHTH: No part of the net earnings of the Corporation shall inure to the benefit of or be distributed to any private person except that the Corporation shall be authorized to pay reasonable compensation for services rendered and to make payment and distributions in furtherance of the purposes set forth in Article THIRD hereof. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, nor shall it in any manner or to any extent participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office; nor shall the Corporation engage in any activities that are unlawful under the applicable federal, state, or local laws.
NINTH: References to provisions of the Internal Revenue Code of 1986 shall be deemed to include corresponding provisions of any statutes that succeed such provisions.
TENTH: The address of the Corporation’s initial registered office shall be Crowley, Hoge & Fein, P.C., 1730 Rhode Island Avenue NW, Suite 1015, Washington, DC 20036. The name of the initial registered agent for the corporation shall be Daniel H. Crowley, whose office address is the same as the initial registered office set forth herein.
ELEVENTH: The Corporation shall indemnify, to the fullest extent permitted and required by the Nonprofit Corporation Act of 2010, as such Act exists now or may hereafter be amended, its Councilors and Officers who are made a party to any proceeding by reason of their office for acts or omissions performed in their official capacity.
TWELTH: There shall be no liability for the acts or omissions of any Officer or Councilor of the Corporation in any proceeding brought by or in the right of the Corporation unless otherwise provided by the laws of the District of Columbia.
THIRTEENTH: Upon dissolution of the Corporation, the Council shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for educational and charitable purposes that shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as the Council shall determine. Any of such assets not so disposed of shall be disposed of by the Courts located in the District of Columbia, exclusively for such purposes or to such organization or organizations as the Court shall select that are organized and operated exclusively for such purposes.
FOURTEENTH: These Articles may be amended in accordance with the Bylaws of the Corporation.
Executed in the name of the Corporation by:
Robert C. Burruss, President
December 18, 2013