The undersigned person, NAME, acting as incorporator of a non-profit
corporation under the State of STATE Nonprofit Corporation Act, adopts
the following Articles of Incorporation for such corporation:
ARTICLE I: NAME
The name of the corporation is NAME.
ARTICLE II: DURATION
The duration of the corporation shall be perpetual.
ARTICLE III: PURPOSES
The purposes and objects for which this corporation is organized are:
Section 1. To facilitate and carry out a program of medical
research (including biomedical, prosthetic, and health care services
research) and education in conjunction with the Department of Veterans Affairs
Medical Center, CITY, STATE.
Section 2. In furtherance of the above purpose, it is
expressly provided that the corporation is organized exclusively for
scientific research, educational, and charitable purposes, including,
for such purposes, the making of distributions to organizations that
qualify as exempt organizations under section 501 ( c ) (3) of the
Internal Revenue Code (or the corresponding provision of any future
United States Internal Revenue Law). The activities permitted under
these purposes will be to support and perform medical and pharmacologic
research and medical educational activities. The results of these
activities will be made available to the scientific and general public
in the form of research communications in recognized journals widely
distributed to libraries and the biomedical community. Among the
possible educational activities, scientific lectures and open meetings
may be organized by the corporation.
ARTICLE IV: MEMBERSHIP
The corporation will have no members.
ARTICLE V: REGULATION OF INTERNAL AFFAIRS
Section 1. The corporation shall have a Board of Directors of
not less than five members, which will include: the Director, Chief of
Staff, and Associate Chief of Staffs for Research and Education, of the
Department of Veterans Affairs Medical Center, CITY, STATE; and at least two
members who are not officers or employees of the federal government and
who are familiar with issues involving medical and scientific research
or education.
Section 2. The Board of Directors will appoint, with the
concurrence of the Under Secretary for Health of the Department of
Veterans Affairs, an executive director who shall be responsible for the
operations of the corporation and shall have the duties and
responsibilities specified in the by-laws.
Section 3. The internal affairs of the corporation shall be
otherwise provided for in the by-laws. If the corporation should ever be
dissolved, the Board of Directors shall, after paying or making
provision for the payment of all of the liabilities of the corporation,
transfer and convey all of the assets of the corporation to the
Department of Veterans Affairs Medical Center, CITY, STATE, or to such other
organization or organizations organized and operated exclusively for
scientific, educational or charitable purposes as at the time shall
qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding
provision of any future United States Internal Revenue Law), as the
Board of Directors shall determine. Any assets not so disposed of shall
be disposed of by a plan of distribution adopted by the Board of
Directors, that is consistent with the provisions of the Nonprofit
Corporation Act.
ARTICLE VI: REGISTERED OFFICE AND REGISTERED AGENT
The address of the initial registered office of the corporation is
Office of Regional Counsel, ADDRESS; and the initial registered agent,
who business address is at such office is NAME.
ARTICLE VII: INITIAL BOARD OF DIRECTORS
Section 1. The number of directors constituting the initial
Board of Directors is five. The names and addresses of the persons
serving as the initial directors are:
| Name |
Address
– Foundation or VAMC (not personal) |
|
NAME
|
ADDRESS
|
Section 2. The initial Directors shall serve so long as they
hold a position with the Department of Veterans Affairs Medical Center, CITY,
STATE, as either Director, Chief of Staff or Associate Chief of Staff
for Research; the term of the other initial directors shall be for three
years.
ARTICLE VIII: NAME OF INCORPORATOR
The name and address of the incorporator is NAME, Office of Regional
Counsel, ADDRESS.
EXECUTED this _____day of ______________, 2000
____________________________________________
NAME
ADDRESS
