North Carolina Archaeological Society
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Articles of Incorporation



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
Phone: (919) 962-6574
Webmaster: rpsdavis@unc.edu
Last Content Review: 9 Feb 16