Sep
5
ARTICLES OF INCORPORATION
September 5, 2008 |
Friends of Lesotho, Inc.
We, the undersigned, being 18 years or more of age, do hereby associate ourselves for the purpose of forming a nonprofit nonstock corporation under the general laws of the State of Maryland.
ARTICLE ONE
NAME
The name of the corporation shall be Friends of Lesotho, Inc.
ARTICLE TWO
PRINCIPAL OFFICE AND RESIDENT AGENT
The address of the corporation’s principal office is 2801 Spencer Road, Chevy Chase, Maryland 20815, and the name of the initial resident agent at that address is Scott Brumburgh.
ARTICLE THREE
PURPOSE CLAUSE
The business and purpose of this corporation shall be to engage in various benevolent, charitable, and educational activities within the meaning of Section 170(c)(2) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States internal revenue law, intended to foster friendship between the people of the United States and the people of Lesotho, and to do all and everything necessary, suitable and proper for the furtherance of such purpose.
ARTICLE FOUR
NEGATION OF PECUNIARY GAIN
This corporation is not organized for a pecuniary profit. It shall not have any power or authority to issue certificates of capital stock or declare dividends, and no part of its net earnings shall inure to the benefit of or be distributable to any member, director or officer, except that the corporation shall be authorized to pay reasonable compensation or reimbursement for services rendered or expenses incurred to or for the corporation in carrying out one or more of its purposes. No loans shall be made to directors, officers or members, but funds may be advanced to persons who will be incurring expenses for the corporation in carrying out one or more of its purposes. The balance, if any, of all money received by the corporation from its operations, after the payment in full of all debts and obligations of whatsoever kind and nature, shall be used and distributed exclusively for benevolent, charitable or educational purposes.
ARTICLE FIVE
DIRECTORS
Only member of the corporation may be directors. The number of directors constituting the initial board of directors of the corporation is six, and the names and addresses of the persons who are to serve as initial directors are as follows:
Scott Brumburgh Thomas G. Carroll
2801 Spencer Road 1864 Massachusetts Ave.
Chevy Chase, MD 20815 McLean, VA 22101
Donald Spicer Robert Kerr
1505 Hampshire West Ct. 3960 Bel Pre Road
Apt. No. 3 Apt. No. 2
Silver Spring, MD 20903 Silver Spring, MD 20906
Ted Hochstadt David Bertocci
1723 Olney Road 617 South Henry Street
Falls Church, VA 22043 Alexandria, VA 22314
ARTICLE SIX
TERM OF INITIAL DIRECTORS
Initial Directors shall serve until the adoption of the corporation’s bylaws and until their successors are elected by the membership and qualify pursuant thereto.
ARTICLE SEVEN
CORPORATE OFFICERS AND THEIR FUNCTIONS
The general officers of the corporation shall be president, vice president, secretary and treasurer.
The principal duties of the president shall be to preside at all meetings of the members and of the board of directors and to have general supervision of the affairs of the corporation.
The principal duties of the vice president shall be to discharge the duties of the president in the event that of the absence or disability, for any cause whatsoever, of the president.
The principal duties of the secretary shall be to countersign all deeds, leases, and conveyances executed by the corporation, to keep a record of the proceedings of the board of directors, and to safely and systematically keep all books, papers, records, and documents belonging to the corporation, or in any way pertaining to the business thereof, except the books and records incidental to the duties of the treasurer.
The principal duties of the treasurer shall be to keep an account of all monies, credits, and property of any and every nature of the corporation, which shall come into his/her hands, to keep an accurate account of all monies disbursed, and to render such accounts, statements, and inventories of monies received and disbursed and money and property on hand, and generally of all matters pertaining to his/her office, as shall be required by the board of directors.
The board of directors may provide for the appointment of such additional officers as they may deem in the best interest of the corporation.
Whenever the board of directors may so order, a person may hole more than one office, except that a person may not hold the office of president and vice president concurrently and may not act in more than one capacity to execute, acknowledge or verify any instrument required by law to be executed, acknowledged, or verified by more than one officer.
ARTICLE EIGHT
ELECTION OF OFFICERS
The officers initially shall be elected by the board of directors at the organizational meeting. Thereafter, the officers shall be elected in accordance with the corporation’s bylaws.
ARTICLE NINE
MEMBERSHIP
There shall be two classes of members: individual members and organizational members.
The conditions and regulations of membership and the rights and other privileges of the classes of membership shall be determined by the bylaws.
ARTICLE TEN
PROHIBITION AGAINST SPECIFIC ACTIVITIES
Notwithstanding any other provision of these articles, the corporation shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States revenue law, or (ii) by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States revenue law.
ARTICLE ELEVEN
PROHIBITION AGAINST POLITICAL ACTIVITIES
No substantial part of the activities of the corporation shall be devoted to propaganda or to attempts to influence legislation, and the corporation shall not participate of intervene (including the publication or distribution of statements) in any political campaign on behalf of any candidate for public office.
ARTICLE TWELVE
DISTRIBUTION OF ASSETS UPON DISSOLUTION
Upon dissolution of the corporation, the board of directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization(s) organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as tax exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States revenue law, as the board of directors shall determine.
ARTICLE THIRTEEN
AMENDMENTS
These articles may be amended in the manner provided by statute at the time of the amendment.
ARTICLE FOURTEEN
INCORPORATORS
The names and residences of the persons forming this corporation are as follows:
Scott Brumburgh
2801 Spencer Road
Chevy Chase, MD 20815
Robert Kerr
3960 Bel Pre Road
Apt. No. 2
Silver Spring, MD 20906
Donald Spicer
1505 Hampshire West Ct.
Apt. No. 3
Silver Spring, MD 20903
ACKNOWLEDGEMENT
The undersigned incorporators acknowledge that the foregoing Article of Incorporation of Friends of Lesotho, Inc., is their act, and state under penalties of perjury that, as to any and all matters of fact required to be verified under oath, to the best of their knowledge, information and belief these matters and facts are true in all material respects.
ARTICLES OF AMENDMENT
of the
ARTICLES OF INCORPORATION
of
Friends of Lesotho, Inc.
An amendment to the Articles of Incorporation of Friends of Lesotho, Inc., a nonstock corporation organized under the laws of the State of Maryland, was duly authorized by the Board of Directors and members of the corporation at a meting held in Washington, D.C. on March 14, 1989, in accordance with the following resolution:
Resolved, that Article Three of the Articles of Incorporation filed with and approved by the Maryland State Department of Assessment and Taxation on January 8, 1988, shall be deleted, and shall be replaced by the following:
ARTICLE THREE
PURPOSE CLAUSE
The corporation is organized exclusively for charitable, religious, educational and scientific purposes, including for such purposes the making of distributions to organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States internal revenue law).
ACKNOWLEDGEMENT
I, Scott Brumburgh, president of Friends of Lesotho, Inc., hereby acknowledge on behalf of Friends of Lesotho, Inc., that the foregoing Articles of Amendment to the Certificate of Incorporation of Friends of Lesotho, Inc., are the corporate act of said corporation and further certify that under the penalties of perjury to the best of my knowledge, information and belief, the matters and facts set forth in the Articles are true in all material respects.
Keywords: article, absence, adoption, assets capitals, determinant, education, politic, presidency, term
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