I hereby form a non-stock, non-profit, corporation, under the provisions of Chapter 10, Title 13.1 of the Code of Virginia and to that end set forth the following:
1. The name of the Corporation shall be Marine Corps Counterintelligence Association.
2. The Corporation will have a single class membership, and the rights and privileges of the members shall be equal. Each member will have one vote. The bylaws shall designate the class of members and shall state the qualifications and rights of members, including the terms and conditions relating to the right to vote. The Board of Directors shall act on applications for membership, and an affirmative vote of the majority of the members of the Board present at a called meeting shall constitute approval.
3. The number of directors shall not be fewer than three nor more than the number provided in the bylaws. The terms and qualifications of directors shall be a set forth in the bylaws.
4. The name and addresses of the persons who are the initial directors of the Corporation are as follows:
James N. Perringer
|23 Newport Court
Sterling, VA 22170
Vincent B. Russell
|13280 Kitten Court
Woodbridge, VA 27193
Bobby D. Willis
|Route 5, Box 272
Warrenton, VA 22186
5. The address of the initial registered office is ____________ which is in Virginia, and the name of the initial registered agent at such address is ___________ , a resident of Virginia.
6. The Corporation is organized exclusively as a war veterans organization which qualifies for exemption under the section 501(c)(19) of the Internal Revenue Code, contributions to which are deductible under Section 170(c)(3) of the Internal Revenue Code. The Corporation shall have no purpose not authorized for a war veterans organization under section 501(c)(19) of the Internal Revenue Code.
7. The Corporation shall be perpetual in existence and shall have those general powers set forth in Virginia Code section 13.1-826, except that at no time will the Corporation have any power which would be inconsistent with the purposes authorized for a war veterans organization under section 501(c)(19) of the Internal Revenue Code.
8. No part of the net earnings 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 corporate purposes. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Corporation shall not carry on (a) by a corporation exempt from federal income tax under section 501 (c)(19) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under section 1770 (c)(3) of the Internal Revenue Code.
9. Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of sections 501(c)(19) and 170 (c)(3) of the Internal Revenue Code, or shall be distributed to the federal government, or a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purpose.
10. All reference herein to provisions of the Internal Revenue Code and the Virginia Code shall be deemed to include corresponding sections of any future such codes and amendments thereto.
Dated: ______________________, 1988.
James N Perringer (Incorporator)