Articles of Incorporation

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

THE HISTORY OF SCIENCE SOCIETY

 

To:       Department of Consumer and Regulatory Affairs

Corporations Division

 

Pursuant to the provisions of the District of Columbia Nonprofit Corporation Act of 2010 (D.C. Code, Title 29, Chapter 4), this Amended and Restated Articles of Incorporation is hereby adopted.  This Amended and Restated Articles of Incorporation consolidates all amendments into a single record.

 

FIRST:            The name of the nonprofit corporation is The History of Science Society (“Society”) and is formed exclusively to further and promote educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Code), including but not limited to fostering the interest and the study of the history of science.

 

SECOND:       The term of the Society’s existence shall be perpetual.

 

THIRD:           The Society shall have one or more classes of voting members with such designations, qualifications, and rights as set forth in the Bylaws.

 

FOURTH:       The address, including street and number, of the Society’s registered office is 1800 M Street, NW, Suite 450N, Washington, DC 20036, and the name of its registered agent at such address is ResAgent, Inc.

 

FIFTH:            Provisions for the regulation of the internal affairs of the Society shall be provided in the Bylaws.  In addition, the following provisions shall apply:

 

  1. No part of the net earnings of the Society shall inure to the benefit of, or be distributable to its directors, officers, or other private persons, except that the Society 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 above. No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Society shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.

 

  1. Notwithstanding any other provisions of these articles, the Society shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Code), or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Code).

 

  1. Upon the dissolution of the Society, the Board of Directors (“Council”) shall, after paying or making provision for the payment of all of the liabilities of the Society, distribute the assets of the Society to an organization(s) classified as tax exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Code), and organized and operated exclusively for similar educational purposes as the Society. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in the jurisdiction in which the principal office of the Society is then located, exclusively for such purposes or to such organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

 

This Amended and Restated Articles of Incorporation has been adopted in the following manner:

 

This Amended and Restated Articles of Incorporation was duly approved by the members on November 6, 2016 by the Society’s members in the manner required by this chapter and by the articles of incorporation and the bylaws.

 

As witness to these statements, I have signed these Amended and Restated Articles of Incorporation on the date indicated below.

 

Signed:

 

6 November 2016

                                                                                                                                                           

Janet Browne                                                                          Date

President, History of Science Society