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To: The Recorder of Deeds, D.C. Washington, D.C.
We, the undersigned natural persons of the age of twenty-one (21) years
or more, acting as incorporators of a corporation, adopt the following Articles
of Incorporation for such corporation pursuant to the District of Columbia
Nonprofit Corporation Act:
FIRST: The name of the Corporation is: THE AMERICAN SOCIETY FOR NEUROCHEMISTRY
SECOND: The period of duration is perpetual.
THIRD: This corporation is organized and will be operated exclusively for
educational, scientific, and charitable purposes and for no other purposes:
To advance and promote the science of neurochemistry and related neurosciences
and to increase and enhance neurochemical knowledge; to advance, promote,
support, encourage and facilitate communication among investigators in neurochemistry
and related neurosciences; to promote, support, encourage and facilitate
the dissemination of information concerning neurochemical research through
scientific meetings, seminars, publications and related activities; to promote,
support and encourage the research of individual neurochemists and to engage
in any and all other activities for the advancement of the science of neurochemistry
which may be deemed advisable.
To establish, build up, organize, operate, manage and carry on a nonprofit
organization for educational, scientific, and charitable purposes in neurochemistry
and related neurosciences, and to carry on any other purposes which may
be conveniently conducted in connection with any of the purposes of the
Corporation.
To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise
acquire, own, hold, improve, use or otherwise deal in or with real or personal
property, or any interest therein wherever situated.
To lend money to or otherwise grant scholarships, fellowships or financial
assistance for research in neurochemistry and to otherwise assist investigators
in neurochemistry, including, but not limited to, members of this corporation,
medical students and researchers.
To purchase, take, receive, subscribe for, or otherwise acquire, own, hold,
vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of,
and otherwise use and deal in and with, shares or other interests in, or
obligations of, other domestic or foreign corporations, whether for profit
or not for profit, associations, partnerships, or individuals, or direct
or indirect obligations of the United States, or of any other government,
state, territory, governmental district, or municipality or any instrumentality
thereof.
To make contracts and incur liabilities, borrow money at such rotes of interest
as the Corporation may determine, issue its notes, bonds or other obligations,
and secure any of its obligations by mortgage or pledge of all or any of
its property, franchises and income.
To lend money for is corporate purposes, invest and reinvest its funds,
and take and hold real and personal property as security for the payment
of funds so loaned and invested.
To conduct its affairs, carry on its operations, hold property, and have
offices and exercise the powers granted pursuant to the District of Columbia
Nonprofit Corporation Act in any part of the world.
To elect or appoint officers and agents of the Corporation, and to define
their duties and to fix their compensation.
To make and alter by-laws not inconsistent with these Articles of Incorporation
or with tile laws of the District of Columbia, for the administration and
regulation of the affairs of the Corporation.
To make donations for the public welfare or for medical and scientific research
or educational purposes or for other purposes which the Corporation may
deem calculated directly or indirectly to further accomplish its objectives
or any of them.
To have and exercise all powers necessary or convenient to effect any or
all of the purposes for which this Corporation is organized.
FOURTH: The Corporation shall have members. The manner of election or appointment
and the qualifications and right of the members, including voting rights,
if any, shall be set forth in the by-laws of this Corporation, provided,
however, that the manner of election or appointment and the qualifications
and rights of those persons who shall constitute the initial members of
this Corporation shall be designated by the initial directors of this Corporation,
who shall be known as Council members, as set forth in Article NINTH of
these Articles of Incorporation.
FIFTH: The divisions and designations of classes of members, the qualifications
and rights of members of each class, and provisions conferring, limiting,
or denying the right to vote shall be set forth in the by-laws of this Corporation,
which shall be adopted by a majority of the initial Council of the Corporation
(Board of Directors) listed in Article NINTH of these Articles of Incorporation,
and according to subsequent duly adopted amendments to said by-laws.
SIXTH: Management of this Corporation shall be vested in a Council (Board
of Directors) who shall be elected by the voting members of the Corporation,
as shall be provided in the Corporation's by-laws which shall be adopted
by a majority of the initial members of the Council, and according to subsequent
duly adopted amendments thereto.
SEVENTH: Provisions for the regulation of the internal affairs of the Corporation,
including provisions for distribution of assets or dissolution or final
liquidation are as follows:
1. Regulation of the internal affairs of this Corporation shall be provided
in the Corporation's by-laws as adopted by a majority of the initial Council
of the Corporation, and according to subsequent, duly adopted amendments
thereto.
2. The Corporation shall indemnify any Council member or officer or former
Council member or officer of the Corporation or any person who may have
served at its request as a Council member or officer of another corporation,
whether for profit or not for profit, against expenses actually and necessarily
incurred by him in connection with the defense of any action, suit, or proceeding
in which he is made a party by reason of being or having been such Council
member or officer, except in relation to matters as to which he shall be
adjudged in such action, sum or proceeding to be liable for misconduct in
the performance of a duty. Such indemnification shall not be deemed exclusive
of any other rights to which such Council member or officer may be entitled,
under any by-law agreement vote of the Council or members, or otherwise.
3. No part of the net earnings of the Corporation shall inure to the benefit
of or be distributable as dividends or otherwise to its members, Council
members, officers, employees or other private persons, except that the Corporation
shall be authorized and empowered to pay reasonable compensation for services
actually rendered and to make payments and distributions in furtherance
of the purposes and objectives set forth in paragraph THIRD above. No member,
Council member, officer, or employee of or member of a committee of or person
connected with the Corporation, or any other private individual shall be
entitled to share in the distribution of any of the corporate assets upon
the dissolution of the Corporation. All members of the Corporation shall
be deemed to have expressly consented and agreed that upon such dissolution
or winding up of the affairs of the Corporation, whether voluntary or involuntary,
the assets of the Corporation then remaining in the hands of the Council
shall be distributed, transferred, conveyed, delivered, and paid over only
to educational, scientific and charitable organizations that have been held
to be exempt from Federal income tax as are described in Section 501(c)
(3) of the Internal Revenue Code of 1954, or any comparable provision of
the Federal revenue laws then in effect upon such terms and conditions and
in such amounts and proportions as the Council may impose and determine,
to be used by such institutions receiving the same exclusively for educational,
scientific and charitable purposes. 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 publication or distribution of statements) political
campaigns on behalf of any candidate for public office. This Corporation
will carry on, otherwise then as an insubstantial part of ifs activities,
only activities that in themselves are in furtherance of educational, scientific
and charitable purposes.
EIGHTH: The address, including street and number of ifs initial registered
office is 815 Connecticut Avenue. NW., Washington, D.C. 20006, and the name
of its initial registered agent at such address is Leonard S. Melrod.
NINTH: The number of Council members (directors) of the Council shall be
fixed by the by-laws and may be increased or decreased from time by amendment
to the by-laws provided, however, that the number of Council members (directors)
of the Corporation shall not be less than three (3). The number of Council
members constituting the initial Council shall be twelve (12), and the names
and addresses, including street and number, of the persons who are to serve
as the initial Council members until the first annual meeting or until their
successors be elected and qualified, are:
Dr. Jordi Folch-Pi McLean Hospital Research Laboratories Belmont, Massachusetts
02178
Dr. Donald B. Tower Laboratory of Neurochemistry, NINDS, National Institutes
of Health, Bethesda, Maryland 20014
Dr. Bernard W. Agranoff Department of Biological Chemistry, University of
Michigan, Ann Arbor, Michigan 48104
Dr. Francis N. LeBaron Department of Biochemistry, University of New Mexico
School of Medicine, Albuquerque, New Mexico 87106
Dr. Henry Mahler Department of Biochemistry, Indiana University, Bloomington,
Indiana 47401
Dr. Guy M. McKhann Department of Biochemistry, Johns Hopkins University
School of Medicine Baltimore, Maryland 21205
Dr. Wallace W. Tourtellotte Department of Neurology. University of Michigan
Medical Center, Ann Arbor, Michigan 48104
Dr. Frederick J. Wolfgram Division of Neurology, University of California
Medical Center Los Angeles, California 90024
Dr. E. Martin Gal Department of Psychiatry, University of Iowa, Iowa City,
Iowa 52240
Dr. Seymour S. Kety Department of Psychiatry, Massachusetts General Hospital,
Boston, Massachusetts 02114
Dr. Abel Lajtha New York State Res Inst for Neurochemistry and Drug Addiction,
Ward's Island, New York New York 10023
Dr. Eugene Roberts Division of Neurosciences, City of Hope National Medical
Center Duarte, California 91010
TENTH: The name and address, including street and number, of each incorporator,
is:
Joseph V. Gartlan, Jr. 3507 Woodside Road, Alexandria, Va.
Guy-Michael B. Davis 5220 Wapakoneta Road, Washington, D.C.
Jerry M. Hamovit 4605 Dorset Avenue, Chevy Chase. Md.
Signed August 5, 1969
I Betty R. Akers, a Notary Public, thereby certify on this 5th day of August
1969, personnally appeared before me Joseph V. Gartlan, Jr., Guy-Michael
B. Davis, and Jerry M. Hamovit, who signed the forgoing documents as incoporators,
and that the statements therein contained are true. Signed Betty R. Akers
Notary Public |
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