ARTICLES OF INCORPORATION OF THE NORTH CAROLINA ARCHAEOLOGICAL SOCIETY,
INC.
(A Non-profit Corporation)
1. The name of the corporation is the North Carolina Archaeological Society,
Inc.
2. The period of duration of the corporation shall be perpetual.
3. Notwithstanding any other provisions of these articles, the purposes for
which the corporation is organized are exclusively charitable, scientific, and
educational within the meaning of section 501(c)(3) of the Internal Revenue
Code of 1954 or the corresponding provisions of any future United States Internal
Revenue law. These purposes are:
(a) to promote interest in the archaeology of North Carolina and neighboring
areas; to encourage an appreciation of and support for archaeological research;
(b) to record archaeological information by means of survey, excavation, and
other proper forms of investigation; to protect archaeological sites from unnecessary
or wanton destruction; to encourage the preservation of archaeological sites;
and to encourage the conservation of artifact collections and their attendant
documentation;
(c) to encourage a scientific attitude in the collection and study of artifacts;
to discourage commercialism in the archaeological field and to work for its
elimination;
(d) to promote the spread of archaeological knowledge through publications,
meetings, and other educational programs;
(e) to serve as a bond among those interested in North Carolina archaeology;
(f) to solicit and provide financial and other material support, not otherwise
available from appropriations or other sources of governmental funding, to students,
organizations, agencies, and institutions who share these purposes, thereby
lessening the burdens of government.
In furtherance of the corporation's charitable, educational, and scientific
purposes set forth herein, it is authorized to accept, hold, administer, invest
and disburse such funds and properties of any kind or character as from time
to time may be given to it, absolutely or in trust, as the case may be, and
in general to do all things that may appear necessary and useful in accomplishing
these purposes.
All of the assets and earnings of the corporation shall be used exclusively
for charitable, educational, and scientific purposes as herein set forth, including
the payment of expenses necessarily incident thereto, and no part of such assets
or earnings shall inure to the benefit of any employee, officer or member of
the corporation, or of any other individual, except in payment of reasonable
compensation for services actually rendered or expenses necessarily incurred.
No substantial part of the activities of the corporation shall be for the
carrying on of propaganda or otherwise attempting to influence legislation,
unless the corporation shall have made an election pursuant to Section 501(h)
of the Internal Revenue Code, or of some subsequent similar provision of the
Internal Revenue Code.
The corporation shall not participate in any political campaign whatever on
behalf of any candidate for public office.
The corporation is organized to pursue any lawful purposes of a substantial
nature which would serve to further the purposes enumerated herein, but only
such purposes as would qualify for exempt status under State and federal revenue
laws.
4. The corporation shall have members which may be grouped into a single class
or which may be divided into such classes as shall be provided for in the bylaws.
All members shall be accepted, appointed, elected or designated in the manner
provided in the bylaws, but the initial Board of Directors shall be the first
members.
5. The officers of the corporation shall be elected or appointed in the manner
and for the times provided in the Bylaws of the corporation, and shall include
a President, a Vice-President, an Editor, a Secretary, a Treasurer, and no fewer
than two nor more than twenty Directors. These officers shall comprise the Board
of Directors.
6. The current address of the registered office of the corporation is 109 East
Jones Street, Raleigh, Wake County, North Carolina 27601-2807 and the current
name of the registered agent of the corporation at the above address is Stephen
R. Claggett.
7. The corporation shall have or issue no capital stock and shall be operated
without profit. 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 individuals, 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 3 above. Notwithstanding
any other provision of these articles, the corporation shall not carry on any
other activities not permitted to be carried on by (a) a corporation exempt
from federal income tax under Section 501 (c)(3) of the Internal Revenue Code
of 1954 (or the corresponding provision of any future United States Internal
Revenue Law) or (b) by a corporation, contributions to which are deductible
under 170 (c)(2) of the Internal Revenue Code of 1954 (or the corresponding
provision of any future United States Internal Revenue Law).
8. In the event of dissolution, the residual assets of the organization will
be turned over to one or more organizations which themselves are exempt as organizations
described in sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code,
or to the State of North Carolina for exclusive public purposes. In the event
of dissolution, no member, director or officer of the corporation or any private
individual shall be entitled to share in the distribution of the assets of the
corporation.
9. The Board of Directors shall invest the funds of the corporation in such
manner as the Board of Directors, in its sole discretion, shall determine will
best promote and serve the purposes of the corporation, without liability for
loss except in the event of bad faith.
10. In addition to the powers granted corporations under the laws of the State
of North Carolina, the corporation shall have full power and authority, and
it shall be its duty, to hold and apply the corpus and income of any donation,
grant, devise or bequest, or any part thereof, in such manner as may have been
stipulated or provided in the instrument creating such donation, grant, devise
or bequest. Unless otherwise specifically provided in such instrument, the corporation
shall have authority to sell, mortgage, pledge, lease or exchange all or any
part of the real or personal property or funds of the corporation, at such prices
and upon such terms and conditions as it may deem best, and may invest and reinvest
its funds in any such loans or securities, or in any such real and personal
property, as it may deem suitable for the investment of trust funds.
The corporation shall have full power and authority to purchase, lease, accept
as a gift, bequest or devise, or otherwise acquire, any real or personal property
to be held, administered or used in any way whatsoever for the benefit of the
corporation in the furtherance of its purposes and to that end the corporation
shall have full power and authority to hold, own, control, handle, administer
or operate any such real or personal property, and to sell, lease, pledge, mortgage,
exchange or otherwise dispose of any such property at such prices and upon such
terms and conditions as it may deem best.
The corporation shall have the power to make donations for the public welfare
for charitable and educational purposes.
11. Proposed amendments to these Articles of Incorporation must be submitted
to the Board of Directors in writing, signed by at least five members. If these
amendments are approved by a vote of two-thirds of the Directors then holding
office, the Board shall submit the proposed amendments to the membership by
mail ballot, according to procedures specified in the Bylaws. The amendments
shall be adopted if approved by two-thirds of the votes cast.
Prior to a vote by the members, all proposed amendments to the Articles of
Incorporation shall be examined by legal counsel to insure that said amendment
shall not endanger the tax-exempt status of the corporation.
The amendment and provisions of the Articles of Incorporation shall be effective
immediately upon their adoption and shall supersede and nullify all previous
constitutional enactments and provisions not mentioned herein.
(Adopted September 15, 1991)
North Carolina Archaeological Society
c/o Research Laboratories of Archaeology
Campus Box 3120, University of North Carolina
Chapel Hill, NC 27599-3120 USA
© N. C. Archaeological Society
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Phone: (919) 962-6574
Webmaster: rpsdavis@unc.edu
Last Content Review: 9 Feb 16
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