Articles of Incorporation
as approved February 15, 1983
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 Nonprofit Corporation Act:
FIRST: The name of the corporation is Art Libraries Society of North America.
SECOND: The period of duration is perpetual.
THIRD: The Corporation is organized and will be operated exclusively for charitable and educational purposes within the meaning of section 501(c) (3) of the Internal Revenue Code of 1954, as amended, in order to advance the cause of art librarianship and to promote the development, good management, and enlightened use of all art libraries and visual resources collections. In furtherance of such purposes, the corporation is authorized:
(a) To promote the continuing professional education of its members and the general knowledge of the public by sponsoring conferences, seminars, lectures, workshops, and other exchanges of information and materials concerning all aspects of art librarianship and visual resources curatorship;
(b) To stimulate greater use of art libraries and visual resources collections by sponsoring, supporting or publishing resources directories, bibliographies, inventories, periodical journals, occasional papers, reports and related materials concerning the organization and retrieval of art information;
(c) To foster excellence in art librarianship and the visual arts by establishing standards for art libraries and visual resources collections, by promoting improvements in the academic education of art librarians and visual resources curators, by sponsoring awards for outstanding achievement, and by other means to that end;
(d) To engage specifically in activities designed to influence legislation directly or indirectly relating to the furtherance of the corporation's purposes, provided, however, that the scope of such activities shall not be so substantial as to invalidate the corporation's continued qualification as an exempt organization under section 501(c) (3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States internal-revenue law); and
(e) To engage in any activities conducive to furthering the corporation's purposes, provided that such activities may lawfully be carried on by an organization exempt from federal income tax under section 501(c) (3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States internal-revenue law).
FOURTH: The corporation is to have members.
FIFTH: The corporation may have one or more classes of members. The designation of such class or classes, the manner of election or appointment, and the qualification and rights, including the right to vote, of the members of each class shall be set forth in the Bylaws.
SIXTH: Directors shall be elected or appointed as provided for in the Bylaws.
(a) The internal affairs of the corporation shall be regulated as provided for in the Bylaws.
(b) No part of the property, assets or net income of the corporation shall inure to the benefit of or be distributable to its members, 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 hereof.
(c) Except to the extent permitted by the terms of Paragraph (d) of Article THIRD hereof, no substantial part of the activities of the corporation shall be devoted to propaganda or other attempts to influence legislation, and the corporation shall not participate or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office.
(d) Notwithstanding any other provision of these Articles of Incorporation, the corporation shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under section 501(c) (3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States internal-revenue law) or by a corporation contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States internal-revenue law).
(e) Upon the dissolution or final liquidation of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all of the assets of the corporation in such manner as the Board of Directors shall determine to be consistent with the purposes of the corporation by distributing the same exclusively to one or more charitable, scientific, literary or educational organizations that shall at the time qualify as exempt from federal income tax under section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States internal-revenue law).
EIGHTH: The address, including street and number, of its initial registered office is 1747 Pennsylvania Avenue, N.W., Washington, D.C. 20006, and the name of its initial registered agent as such address is John W. Hazard, Jr., a resident of the District of Columbia.
NINTH: The number of directors constituting the initial board of directors is nine, 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 and qualified are: (the present elected members of the Executive Board)
TENTH: The name and addresss, including street and number, of each incorporator is John W. Hazard, Jr., 1747 Pennsylvania Avenue, N.W., Washington, D.C. 20006; Gerard P. Panaro, 1747 Pennsylvania Avenue, N.W., Washington, D.C. 20006; Frank M. Northam, 1747 Pennsylvania Avenue, N.W., Washington, D.C. 20006.
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