Draft amendment made on ARTICLES OF INCORPORATION OF THE 1818 SOCIETY

Transcription

1 Draft amendment made on ARTICLES OF INCORPORATION OF THE 1818 SOCIETY To: The Recorder of Deeds, 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 1818 SOCIETY SECOND: The period of duration is perpetual. THIRD: The Corporation is organized exclusively for pleasure, recreation and other nonprofitable purposes as defined in Section 501 (c) (7) of the Internal Revenue Code of 1954 to provide for its membership a link with fellow members throughout the world and to organize desirable social, fraternal, educational, humanitarian and other similar activities approved by the Board of Directors.: 1. provide for its membership a link with fellow members throughout the world; 2. organize social, fraternal, educational, humanitarian and other similar activities deemed desirable and approved by the Board of Directors; 3. provide and foster opportunities for contact and cooperation between the International Bank for Reconstruction and Development and affiliates (hereinafter referred to as the World Bank Group (or WBG) and the Society and its members; and 4. monitor WBG activities and policies in order to represent the rights and interests of the members of The 1818 Society and other retirees of the WBG. FOURTH: The Corporation is to have members.

2 FIFTH: The Corporation is to be divided into two classes of voting and non-voting members as provided in the By-Laws of the Corporation. The designation of each class of members of the Corporation and the qualifications and rights, including voting rights, of the members of each class shall be as follows: Full and 1. vvoting membership in the Corporation shall be open too

3 staff of the International Bank for Reconstruction and Development and affiliates (hereinafter referred to as the World Bank Group or WBG), who are (i) eligible to receive pension payments under the World Bank Staff Retirement Plan or (ii) have left the service of the WBG on deferred pensions. (b) former WBG staff who served at least 5 years (including some pensionable service) in the WBG. (c) individuals on special leave or in such other status as the Board of Directors of the Society may approve for membership and who served at least 5 years in the WBG. (d) and the surviving spouse or registered domestic partner of any the member. 2. Associate and nnon-voting membership in the Corporation shall be open to such other individuals with special ties to the WBG or the Society as the Board of Directors shall determine from time to time. SIXTH: The manner in which the Directors of the Corporation are to be elected shall be as provided in the By-Laws of the Corporation. SEVENTH: The following provisions are hereby adopted for the purpose of defining, limiting and regulating the powers of the Corporation and its Directors: I. No part of the net earnings shall inure to the benefit of or be distributable to any director, member or other private individual, 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. No substantial part of the activities of the Corporation shall be to carry on propaganda or otherwise attempt to influence legislation and it 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. II. In the event the existence of the Corporation should for any reason be terminated, all funds of the Corporation shall, after payment of its debts and liabilities, be transferred to any organization or organizations then or its counterpart under any future federal tax statutes, which organization or organizations may be selected by a majority of the Board of Directors of the Corporation.

4 EIGHTH: The address, including street number of its initial registered office is 1818 H Street, N.W., Washington, D.C , and the name of its initial registered agent at such address is AGNES L. MAHER NINTH: The number of directors constituting the initial board of directors is five (5) and 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 or qualified are: Name DONALD D. FOWLER Address 3307 Alabama Avenue Alexandria, Virginia J. BURKE KNAPP 4144 River Street, N. Arlington, VA PIETER LIEFTINCK 3751 Jocelyn Street, N.W. Washington, D.C AGNES L. MAHER Harbour Square, N N Street, S.W. Washington, D.C JOSEPH C. REAMY 16 Battletown Drive Berryville, Virginia TENTH: The name and addresses, including street and number of each incorporator is: Name Signature J. Burke Knapp 4144 River Street, N. Arlington, VA Pieter Lieftinck 3751 Jocelyn Street, N.W. Washington, D.C Agnes L. Maher

5 Harbour Square, N N Street, S.W. Washington, D.C Joseph C. Reamy 16 Battletown Drive Berryville, Virginia Date: 28 th march 1979 District of Columbia I,, a Notary Public, hereby certify that on the day of 1979, personally appeard before me Mr. J. Burke Knapp, Mr. Pieter Lieftinck, Miss Agnes L. Maher, and mr. Joseph C. Reamy, who signed the foregoing document as incorporators, and have averred that the statements therein are true. Notary public SAHRS/L:Bylaws/Articles of incorporation of the 1818 Society.doc