Articles of Incorporation



Articles of Incorporation

of

Friends of Morocco

To: Department of Consumer and Regulatory Affairs, Business Regulation Administration

Corporate Division

614 H Street NW

Washington, D.C. 20001

We, the undersigned natural persons of the age of twenty-one years or more, acting as incorporators of a corporation under the Non-Profit Corporation Act (D.C. Code, 1981 edition, Title 29, Chapter 5), adopt the following Articles of Incorporation:

First: The name of the corporation shall be Friends of Morocco (hereinafter referred to as "the Corporation").

Second: The period of duration of the Corporation is perpetual.

Third: (Amendment Dec 7, 1989) The purposes for which the Corporation is organized are exclusively charitable, educational and scientific, including, for such purposes, the following activities:

*the making of distributions to organizations that qualify as exempt organizations under section 501(c) (3) of the Internal Revenue Code (or the corresponding provisions of any future united States Internal Revenue law);

*uniting Morocco Returned Peace Corps Volunteers (MRPCVs) , staff and other wi th a common interest in Moroccan educational events as Friends of Morocco members;

*keeping Friends of Morocco members updated on current events in Morocco;

*organizing and implementing development education and outreach activities;

*funding or otherwise supporting charitable projects and scholarships focusing on Morocco and Moroccans;

*improving the awareness of Americans regarding the culture, needs and achievements of Moroccan peoples;

*supporting projects of the U.S. Peace Corps and other charitable private voluntary organizations in Morocco;

*engaging in any and all lawful activities incidental to the foregoing purposes except as restricted here and in the Bylaws of the Corporation (hereinafter referred to as "the Bylaws").

Fourth: The Corporation shall have members.

Fifth: The Corporation shall have such classes of members as the Bylaws prescribe. Subject to the provisions of these Articles of Incorporation, any other conditions, terms, privileges, rights and duties of membership shall be as provided for in the Bylaws. Initially, there shall be a single class of members, dAsign~ted Members, with equal qualifications and rights, including the right to vote in all balloting of the membership.

Sixth: The affairs of the Corporation shall be managed by a Board of Directors (hereinafter referred to as "the Board"). The election of the Board shall be as set forth in the Bylaws. The number of Members of the Board shall be fixed by the Bylaws, but in no event shall be less than three. Each r1ember of the Board shall serve a term of one year. The initial Board shall be those persons named herein. Elections to the Board by the membership, will Occur at the annual meetings of the membership.

Seventh: (Amendment Dec 7, 1989) The Bylaws of the Corporation shall regulate the internal affairs of the Corporation, notwithstanding the provisions set forth in these Articles of Incorporation. The Bylaws shall be adopted by the initial Board named herein, and such Bylaws shall be amended hereafter according to their own provision for such amendment.

No part of the net earnings of the Corporation shall inure to the t.enefit 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 above.

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 any candidate for public office.

Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried o~- (a) by a corporation exempt from Federal income tax under section SOl(c) (3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue law) or(b) by a corporation, contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue law).

Upon dissolution of the Corporation, the Board of Directors 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(s) organized and operated exclusively for charitable, educational or scientific purposes as at the time shall qualify as an exempt organization(s) under Section 50l(c) (3) of the Internal Revenue Code (or corresponding provisions of any future United States Internal Revenue law), as the Board of Directors shall determine. Any assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which the principal office of the Corporation is then located, exclusively " for such purposes or such organization(s), . as said Court shall determine, which are organized and operated exclusively for such purposes.

Eight: The address of the initial registered office is: 1434 Potomac Ave. SE #2 Washington, D.C. 20003 and the name of the initial registered agent at such address is: Thomas A. Coyne

Ninth: The number of members constituting the initial Board of Directors shall be nine, and the names and addresses of the persons who are to serve as the initial Members at the first annual meeting and until their Successors are elected and qualified are:

Peter Laugharn c/o 54 Wilton Road Westport, Connecticut 06881

Timothy M. Resch 6713 Beddoo St. Alexandria, Virginia 22306

Noreen Polk 1511 N. 16th Road #4 Arlington, Virginia 22209

Valerie Staats 2161 W. Giddings Chicago, Illinois 60625

Jerry Bookin-weiner 93 Willow Road - Bedford, Massachusetts 01730

Susan Schafer-Davis 791 College Ave Haverford, Pennsylvania 19041

Nancy Ga1vin 221 Mt. Auburn St. Cambridge, Massachusetts 02138

H. William Gasser, Jr. 219 Oak Street Evansville, Indiana 47713-1254

Thomas A. Coyne 1434 Potomac Ave. SE #2 Washington, D.C. 20003

Tenth: The names and addresses of each incorporator are:

Noreen Polk 1511 N. 16th Road # 4 Arlington, Virginia 22209

Timothy M. Resch 6713 Beddoo St. Alexandria, Virginia 22306

Thomas A. Coyne 1434 Potomac Ave. SE #2 Washington, D.C. 20003

Date: February 17, 1989

I, Modesta Ventua_ a notary public, hereby certify that on the 17th day of February, 1989, Noreen Polk, Timothy M. Resch, and Thomas A. Coyne appeared before me and signed the foregoing document as incorporators, and have averred that the statements therein contained are true.

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