Articles of Incorporation of the American Society for Neurochemistry
To: The Recorder of Deeds, D.C. Washington, D.C.
We, the undersigned natural persons of the age of twenty-one (21) 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: THE AMERICAN SOCIETY FOR NEUROCHEMISTRY
SECOND: The period of duration is perpetual.
THIRD: This corporation is organized and will be operated exclusively for educational, scientific, and charitable purposes and for no other purposes:
- To advance and promote the science of neurochemistry and related neurosciences and to increase and enhance neurochemical knowledge; to advance, promote, support, encourage and facilitate communication among investigators in neurochemistry and related neurosciences; to promote, support, encourage and facilitate the dissemination of information concerning neurochemical research through scientific meetings, seminars, publications and related activities; to promote, support and encourage the research of individual neurochemists and to engage in any and all other activities for the advancement of the science of neurochemistry which may be deemed advisable.
- To establish, build up, organize, operate, manage and carry on a nonprofit organization for educational, scientific, and charitable purposes in neurochemistry and related neurosciences, and to carry on any other purposes which may be conveniently conducted in connection with any of the purposes of the Corporation.
- To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use or otherwise deal in or with real or personal property, or any interest therein wherever situated.
- To lend money to or otherwise grant scholarships, fellowships or financial assistance for research in neurochemistry and to otherwise assist investigators in neurochemistry, including, but not limited to, members of this corporation, medical students and researchers.
- To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, whether for profit or not for profit, associations, partnerships, or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district, or municipality or any instrumentality thereof.
- To make contracts and incur liabilities, borrow money at such rotes of interest as the Corporation may determine, issue its notes, bonds or other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income.
- To lend money for is corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned and invested.
- To conduct its affairs, carry on its operations, hold property, and have offices and exercise the powers granted pursuant to the District of Columbia Nonprofit Corporation Act in any part of the world.
- To elect or appoint officers and agents of the Corporation, and to define their duties and to fix their compensation.
- To make and alter by-laws not inconsistent with these Articles of Incorporation or with tile laws of the District of Columbia, for the administration and regulation of the affairs of the Corporation.
- To make donations for the public welfare or for medical and scientific research or educational purposes or for other purposes which the Corporation may deem calculated directly or indirectly to further accomplish its objectives or any of them.
- To have and exercise all powers necessary or convenient to effect any or all of the purposes for which this Corporation is organized.
FOURTH: The Corporation shall have members. The manner of election or appointment and the qualifications and right of the members, including voting rights, if any, shall be set forth in the by-laws of this Corporation, provided, however, that the manner of election or appointment and the qualifications and rights of those persons who shall constitute the initial members of this Corporation shall be designated by the initial directors of this Corporation, who shall be known as Council members, as set forth in Article NINTH of these Articles of Incorporation.
FIFTH: The divisions and designations of classes of members, the qualifications and rights of members of each class, and provisions conferring, limiting, or denying the right to vote shall be set forth in the by-laws of this Corporation, which shall be adopted by a majority of the initial Council of the Corporation (Board of Directors) listed in Article NINTH of these Articles of Incorporation, and according to subsequent duly adopted amendments to said by-laws.
SIXTH: Management of this Corporation shall be vested in a Council (Board of Directors) who shall be elected by the voting members of the Corporation, as shall be provided in the Corporation's by-laws which shall be adopted by a majority of the initial members of the Council, and according to subsequent duly adopted amendments thereto.
SEVENTH: Provisions for the regulation of the internal affairs of the Corporation, including provisions for distribution of assets or dissolution or final liquidation are as follows:
- Regulation of the internal affairs of this Corporation shall be provided in the Corporation's by-laws as adopted by a majority of the initial Council of the Corporation, and according to subsequent, duly adopted amendments thereto.
- The Corporation shall indemnify any Council member or officer or former Council member or officer of the Corporation or any person who may have served at its request as a Council member or officer of another corporation, whether for profit or not for profit, against expenses actually and necessarily incurred by him in connection with the defense of any action, suit, or proceeding in which he is made a party by reason of being or having been such Council member or officer, except in relation to matters as to which he shall be adjudged in such action, sum or proceeding to be liable for misconduct in the performance of a duty. Such indemnification shall not be deemed exclusive of any other rights to which such Council member or officer may be entitled, under any by-law agreement vote of the Council or members, or otherwise.
- No part of the net earnings of the Corporation shall inure to the benefit of or be distributable as dividends or otherwise to its members, Council members, officers, employees or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of the purposes and objectives set forth in paragraph THIRD above. No member, Council member, officer, or employee of or member of a committee of or person connected with the Corporation, or any other private individual shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. All members of the Corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation then remaining in the hands of the Council shall be distributed, transferred, conveyed, delivered, and paid over only to educational, scientific and charitable organizations that have been held to be exempt from Federal income tax as are described in Section 501(c) (3) of the Internal Revenue Code of 1954, or any comparable provision of the Federal revenue laws then in effect upon such terms and conditions and in such amounts and proportions as the Council may impose and determine, to be used by such institutions receiving the same exclusively for educational, scientific and charitable 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 publication or distribution of statements) political campaigns on behalf of any candidate for public office. This Corporation will carry on, otherwise then as an insubstantial part of ifs activities, only activities that in themselves are in furtherance of educational, scientific and charitable purposes.
EIGHTH: The address, including street and number of ifs initial registered office is 815 Connecticut Avenue. NW., Washington, D.C. 20006, and the name of its initial registered agent at such address is Leonard S. Melrod.
NINTH: The number of Council members (directors) of the Council shall be fixed by the by-laws and may be increased or decreased from time by amendment to the by-laws provided, however, that the number of Council members (directors) of the Corporation shall not be less than three (3). The number of Council members constituting the initial Council shall be twelve (12), and the names and addresses, including street and number, of the persons who are to serve as the initial Council members until the first annual meeting or until their successors be elected and qualified, are:
- Dr. Jordi Folch-Pi McLean Hospital Research Laboratories Belmont, Massachusetts 02178
- Dr. Donald B. Tower Laboratory of Neurochemistry, NINDS, National Institutes of Health, Bethesda, Maryland 20014
- Dr. Bernard W. Agranoff Department of Biological Chemistry, University of Michigan, Ann Arbor, Michigan 48104
- Dr. Francis N. LeBaron Department of Biochemistry, University of New Mexico School of Medicine, Albuquerque, New Mexico 87106
- Dr. Henry Mahler Department of Biochemistry, Indiana University, Bloomington, Indiana 47401
- Dr. Guy M. McKhann Department of Biochemistry, Johns Hopkins University School of Medicine Baltimore, Maryland 21205
- Dr. Wallace W. Tourtellotte Department of Neurology. University of Michigan Medical Center, Ann Arbor, Michigan 48104
- Dr. Frederick J. Wolfgram Division of Neurology, University of California Medical Center Los Angeles, California 90024
- Dr. E. Martin Gal Department of Psychiatry, University of Iowa, Iowa City, Iowa 52240
- Dr. Seymour S. Kety Department of Psychiatry, Massachusetts General Hospital, Boston, Massachusetts 02114
- Dr. Abel Lajtha New York State Res Inst for Neurochemistry and Drug Addiction, Ward's Island, New York New York 10023
- Dr. Eugene Roberts Division of Neurosciences, City of Hope National Medical Center Duarte, California 91010
TENTH: The name and address, including street and number, of each incorporator, is:
- Joseph V. Gartlan, Jr. 3507 Woodside Road, Alexandria, Va.
- Guy-Michael B. Davis 5220 Wapakoneta Road, Washington, D.C.
- Jerry M. Hamovit 4605 Dorset Avenue, Chevy Chase. Md.
- Signed August 5, 1969
I Betty R. Akers, a Notary Public, thereby certify on this 5th day of August 1969, personnally appeared before me Joseph V. Gartlan, Jr., Guy-Michael B. Davis, and Jerry M. Hamovit, who signed the forgoing documents as incoporators, and that the statements therein contained are true. Signed Betty R. Akers Notary Public.