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ARTICLES OF INCORPORATION
Note: By vote of the members on October 11, 2002 the name of the organization was changed from the "Management & Operating Contractor Attorneys Association" to the "Department of Energy Contractor Attorneys' Association" and revised other provisions of the By-laws.
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ARTICLES OF INCORPORATION
OF THE MANAGEMENT & OPERATING CONTRACTOR ATTORNEYS ASSOCIATION
TO: Department of Consumer and Regulatory Affairs Corporations Division Washington, D.C. We, the undersigned natural individuals aged twenty-one years or more, adopt these Articles of Incorporation, pursuant to the District of Columbia Nonprofit Corporation Act, D.C. Code §§ 29-501 et seq. (the "Act"). FIRST: The name of the corporation is The Management & Operating Contractor Attorneys Association (hereinafter referred to as the "Association"). SECOND: The period of duration of the Association is perpetual. THIRD: The Association shall not be operated for profit and shall not issue shares of stock. The general purposes for which the Association is organized and operated are to conduct activities within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, and the regulations and rulings promulgated thereunder (the "Code"). The primary goals of the Association are: To assist attorneys whose clients have management and operating contracts with the United States Government through the identification, clarification and resolution of legal problems affecting such clients by (i) fostering and promoting education and advancing knowledge of the history, theory, practice, administration and policy of federal law insofar as it relates to matters involving or affecting the federal contract law applicable to management and operating contracts generally; and (ii) publishing or exchanging information with respect to legal problems of general interest to management and contracting attorneys; to assist other organizations in the conduct of similar activities; and to do everything necessary, proper, advisable or convenient for the accomplishment of the Association's purposes and goals and to do all other things incidental to them or connected to them that are not forbidden by these Articles of Incorporation, the Act, the Code or by any other law. FOURTH: The Association shall have one class of voting members ("Voting Members") and one or more classes of non-voting members ("Non-Voting Members"). The Board of Directors shall adopt provisions in the Bylaws, and pass appropriate implementing resolutions that designate the class or classes, the manner of qualification or appointment, and the rights and benefits of the Voting Members and each class of Non-Voting Members. FIFTH: The Board of Directors shall manage and control the property, activities and affairs of the Association. All matters pertaining to directors and officers (including without limitation the exact number of directors and officers, their duties and terms, and the procedures for their election, resignation, removal and the filling of vacancies), and all other provisions for the regulation of the internal affairs of the Association, shall be set forth in the Bylaws of the Association to the extent that they are not set forth as follows or elsewhere in these Articles of Incorporation: (1) The number of directors be six (6), comprised of three (3) Officers and three (3) Directors-at-Large, which number may be increased or decreased pursuant to the Bylaws of the Association. The initial directors are listed in Article NINTH below. (2) No directorship or officership of the Association shall be assignable, nor shall any directorship or officership of the Association pass to any personal representative, heir or devisee. (3) The private property of any director, officer or employee of the Association, or of any other person acting on the Association's behalf pursuant to an official election, appointment or direction, shall not be subject to payment of the liabilities, debts or obligations of the Association to any extent whatsoever, and they shall be entitled to be indemnified as provided in the Bylaws. SIXTH: The powers and activities of the Association shall be subject to the following restrictions and limitations: (1) Notwithstanding any other provision of these Articles, only such powers shall be exercised by the Association as are in furtherance of the purposes of the Association, and as may be exercised by an organization exempt under Section 501(c) of the Code. (2) No part of the assets or net earnings of the Association shall inure to the personal benefit of any director, officer, employee, agent or member of the Association, or any other person, except that reasonable compensation may be paid for personal services which are reasonable and necessary to carry out the purposes of the Association. SEVENTH: The address of the initial registered office of the Association is 1225 Vermont Avenue, N.W., Washington, D.C. 20009. The name of the registered agent at this address is C T Corporation System. EIGHTH: These Articles of Incorporation may be amended by the majority vote of the Voting Members present and voting at any meeting of the Voting Members at which a quorum is present, and having been duly held pursuant to a notice specifying such proposed amendment. NINTH: The names and addresses of the persons who are to serve as the initial directors until the first annual meeting of Voting Members of the Association or until their successors are elected and qualified pursuant to the Bylaws are:
Send mail to Rebekah Bell with questions or comments about this web site. Copyright © 2000-2005 Department of Energy Contractor Attorneys' Association, Inc. Last modified: 07/17/06
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