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ARTICLES OF INCORPORATION OF Making A Difference Fund, Inc. To: Department of Consumer and Regulatory Affairs We, the undersigned natural persons of the age of eighteen 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 (hereinafter "Corporation") is: Making a Difference Fund, Inc. SECOND: The period of duration is perpetual. THIRD: The purpose or purposes for which the Corporation is formed are: A. To promote the government, social, cultural, economic, educational and welfare interest of the citizens and government of the District of Columbia; B. To act and operate exclusively as a nonprofit corporation pursuant to the laws of the District of Columbia; C. To act and operate as a conduit to support, promote and supplement the work of the government of the District of Columbia its officeholders, employees and citizens in furthering the interest of the District of Columbia; (e) To market and promote the arts, humanity and cultural advantages of the District of Columbia; D. To sponsor entertainment, festivals, celebrations and commemorative activities in the interest of the citizens of the District of Columbia; E. To engage in any and all activities and pursuits, and to support or assist such other organizations, as may be reasonably related to the foregoing and following purposes; F. To make or accept grants, carry on programs and activities, and sponsor projects in order to promote and support the objectives aforesaid; and G. To solicit and receive contributions, make contracts, invest corporate funds, spend corporate funds for corporate purposes, and engage in any activity in furtherance of, incidental to, or connected with any of the other purposes; H. Further, the corporation may engage in other activities designed or intended to accomplish its purpose. To these ends, the corporation may do and engage in any and all lawful activities that are substantially similar to the foregoing which may be incidental or reasonably necessary to achieving its purpose, and it shall have and may exercise all other powers and authority now or hereafter conferred upon nonprofit organizations in the District of Columbia in furtherance of the foregoing stated purpose. FOURTH: The corporation will not have voting members and shall not issue capital stock. The qualifications for members are provided in the Bylaws. FIFTH: The affairs of the corporation shall be governed by a Board of Directors, whose number shall not be less than three. The manner of election or appointment of the directors shall be provided in the Bylaws of the corporation. SIXTH: Provisions for the regulation of the internal affairs of the corporation, including provisions for distribution of assets on dissolution or final liquidation, and for limiting, defining, and regulating the powers of the corporation are as follows: A. No part of the assets or any net earnings of the corporation shall inure to the benefit of, or be distributed to, any officer or director of the corporation, or any other private person except as reasonable compensation for services performed or to make payments or distributions in furtherance of the purpose of the corporation set forth in Article THIRD. B. Notwithstanding any other provision of these Articles, the corporation shall not conduct any activities not permitted to be carried on by a corporation qualifying for exemption from federal income tax as an organization described by Section 501(c)(4) of the Internal Revenue Code of 1986, or the corresponding section of any future United States Internal Revenue Law. C. Upon the dissolution or final liquidation of the corporation, the Board of Directors shall, after paying or making provision for paying all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purpose of the corporation, to the government of the District of Columbia or to such organization or organizations that are themselves at that time exempt from federal income taxation as organizations described the Internal Revenue Code of 1986 or the corresponding section of any future United States Internal Revenue Law, as the Board of Directors shall determine. SEVENTH: The address of the initial registered office of the corporation is 1607 Evarts ST, NE, Washington, DC 20018. The name of the initial registered agent at such address is Victor Fenwick. EIGHTH: The number of directors constituting the initial Board of Directors is three (3). The names and addresses of the persons who are to serve as the initial directors until the first annual meeting or until their successors are elected and qualify are:
NINTH: The name and address of each incorporator is:
TENTH: The Bylaws may provide for indemnification of directors, officers, and others. Dated: O ctober 27, 2010 Victor Fenwick October 27, 2010 Dawn Cromer October 27, 2010 Aura Garcia October 27, 2010 District of Columbia ) On this day appeared before me Victor Fenwick, Dawn Cromer, and Aura Garcia to me known to be the individual(s) described in and who executed the within and foregoing instrument, and acknowledged that he/she/they signed the same as his/her/their free and voluntary act and deed, for the uses and purposes therein mentioned. Given under my hand and seal of office this 27th day of October 2010 Vernestine Laughinghouse GOVERNMENT OF THE DISTRICT OF COLUMBIA DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS CERTIFICATE THIS IS TO CERTIFY that all applicable provisions of the District of Columbia NonProfit Corporation Act have been complied with and accordingly, this CERTIFICATE OF INCORPORATION is hereby issued to: MAKING A DIFFERENCE FUND, INC. IN WITNESS WHEREOF I have hereunto set my hand and caused the seal of this office to be affixed as of the 29th day of October, 2010 . LINDA K. ARGO Business and Professional Licensing Administration Adrian M. Fenty DEPARTMENT OF REGULATORY AFFAIRS Use this form to appoint a Registered Agent for an entity. Choose Option A or B, but not both. There is no filing fee for this form. Under DC Official Code (DCOC) Titles 29 and 41, a Registered Agent (RA) must be:
1 - A bona fide resident of the District of Columbia (DC),
Entities may not act as their own RAs. A. By a District Of Columbia resident: I, a bona fide District resident, consent to act as a RA for the entity below.
If you sign this form, you agree that you understand that anyone who makes a false statement anywhere on it can be punished by criminal penalties of a fine up to $1000, imprisonment up to 180 days, or both, under DCOC § 22-2405.
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