ARTICLES OF INCORPORATION
OF
THE PRESIDENTIAL PET MUSEUM ASSOCIATION INC.
To: Department of Consumer and Regulatory Affairs
Business Regulation Administration
Corporations Division
We, the undersigned natural persons of the age of eighteen years or more, acting as incorporators of the above-named Corporation, adopt the following Articles of Incorporation for such Corporation pursuant to the provisions of the District of Columbia Nonprofit Corporation Act.
FIRST: The name of the Corporation is The PRESIDENTIAL PET MUSEUM ASSOCIATION. INC.
SECOND: The duration of the Corporation is perpetual.
THIRD: The Corporation is organized for such educational, scientific, and charitable purposes as shall qualify it for exemption from federal taxation under section 501(c)(3) of the Internal Revenue Code, including, but not limited to, establishing a National Pet Museum conducting programs to educate the public about pets including the role of pets in history and daily life, care of pets and related subjects. The Association as a Corporation may also raise funds to perpetuate the Presidential Pet Museum and has the ability to exhibit, display and promote the relationship between the Presidency of the United States and the Animal World. It may conduct courses, grant degrees and other certificates, and operate and support museums.
FOURTH: The Corporation shall have one or more class of members as set forth in its Bylaws, who shall have the qualifications for membership provided in the Bylaws or as designated by the Corporation’s Board of Directors, and who shall have such voting rights as set forth in the Bylaws or designated by the Corporation’s Board of Directors. The Corporation shall not issue any capital stock.
FIFTH: The Corporation may exercise all power or authority granted to it under the District of Columbia Nonprofit Corporation Act or otherwise, including, but not limited to, the power to accept donations of money, property, or any interest therein, or any other thing of value, and to own or lease property, whether real or personal.
SIXTH: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, 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 purposes set forth in Article THIRD hereof. 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 or in opposition to any candidate for public office. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
In carrying out its purposes, the Corporation shall not have or exercise any power or authority not granted to it under the District of Columbia Nonprofit Corporation Act, nor engage directly or indirectly in any activity, that would prevent it from qualifying as a corporation described in section 501(c)(3) of the Internal Revenue Code and this Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation.
SEVENTH: The Corporation shall never be operated for the primary purpose of carrying on a trade or business for profit.
EIGHTH: The internal affairs of the Corporation shall be managed by a Board of Directors. Qualifications for membership on the Board of Directors shall be described in the Bylaws. The number of members of the Board of Directors shall be fixed by the Bylaws and may be increased or decreased from time to time as provided therein, but in no event shall the number of directors be less than three (3). Each member of the Board of Directors shall be elected or appointed in the manner and for the term provided in the Bylaws.
NINTH: Upon the termination, dissolution or winding up of the Corporation in any manner or for any reason, its assets shall be distributed for one or more exempt purposes with the meaning of Section 501(C)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state, District or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county or District 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 purposes.
TENTH: The number of members of the initial Board of Directors shall be five (5). The names and addresses of the initial Board of Directors, who shall serve until their successors are elected or appointed and qualified, are as follows:
JIM STALLINGS 12320 Douglas Fir Loop, Gainesville VA 20155
SHIRLEY McVICKER 126 Roberts Lane #101, Alexandria VA 22034
CLAIRE McLEAN 1102 Wrighton Road, Lothian MD 20711
R. MALLORY STARR 2600 Virginia Avenue NW, Suite 606, Washington DC 20036
JAY JACOB WIND 611 South Ivy Street, Arlington VA 22204
ELEVENTH: The private property of the officers or directors of the Corporation shall not be subject to payment of Corporation debts to any extent whatever.
TWELFTH: Any reference herein to any provision of the Internal Revenue Code shall be deemed to mean such provision as now or hereafter existing, amended, or suspended, as the case may be.
THIRTEENTH: The address, including street and number, of the initial registered office of the Corporation in the District of Columbia is
,
and the name of the initial registered agent at such address is .
FOURTEENTH: The names and addresses of each incorporator are as follows:
R. MALLORY STARR 2600 Virginia Avenue NW, Suite 606, Washington DC 20036
JAY JACOB WIND 611 South Ivy Street, Arlington VA 22204
CLAIRE McLEAN 1102 Wrighton Road, Lothian MD 20711
IN WITNESS WHEREOF, we have signed and acknowledged these Articles of Incorporation
this day of , 2004.
District of Columbia ) ss
I , a Notary Public, hereby certify that on
, 2004 personally appeared before me, who, being first duly sworn, declared that they severally and individually signed the foregoing document as incorporators, and that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year written above.
THE PRESIDENTIAL PET MUSEUM ASSOCIATION
BYLAWSARTICLE 1
SECTION 1.
Eligibility: There shall be nine types of membership open to all person and children who subscribe to the mission of our Association.
ORIGINAL FOUNDER; any adult, 18 years or older who has been one of the first to support the National Pet Museum project and the Presidential Pet Museum with a cash donation of $100.00 Should the amount donated be $100.00 or more the donor is entitled to one vote at meetings he or she attends for a period of one year. Should the member not renew his membership, he will remain on the Association rolls as an original founder but will not have any other rights or voting privileges unless he becomes an active founder in succeeding years. Original Founders are not require to pay the additional founders fees after the 100 members are reached.
ACTIVE FOUNDER: Any adult 18 years or older who pays $100.00 and has voting rights until the 100 founder membership is reached.
FOUNDERS: All adults 18 years or older who wish to become founders after the 100 has been reach may become founders within a five year period by donating $5,000.00 with voting rights at meetings only.
BENEFACTOR: Any Adult 18 years or older who pays over $1000.00 with voting rights at meetings only
SPONSOR: Any adult 18years or older who pays up to $500.00 with no voting rights at meetings only.
PLATINUM: Any Adult 18 years or older who pays $100.00 after the 100 member list is reached with no voting rights.
GOLD: Any Adult 18 years or older who pays up to $50.00 with no voting rights.
SILVER: Any adult 18 years or older who pays up to $25.00 with no voting rights
MEMBER; Any child under the age of 18 or any adult who donates under $25.00 for membership, privileges but no voting rights.
SECTION 2.
Any person may become a member in good standing and membership will be denied to no one.
SECTION 3.
All donations or membership fees will be sent to the Secretary of the Association to be recorded in the books of the Association for privileges and newsletters and all members above the Gold level will be published yearly. All donations or membership fees will be politely refunded if requested.
ARTICLE 11
MEETINGS AND VOTING
SECTION 1
Association Meetings shall be held within the Greater Washington D. C. Area at a time and place designated by the Board of Directors, Regular Association and Board Meetings will be held at least six times a year.
SECTION 2
Notice of special Association meeting shall be sent at least 5 days prior to the date of the meeting. Only the Secretary may call for a meeting. The Quorum for such meetings shall be at least four of the seven Board of Directors. The Association business and project will be in the hands of the Board of Directors, but any voting member may attend such meetings.
ARTICLE 111
DIRECTORS AND OFFICERS
SECTION 1.
Board of Directors. The Board shall be comprised of the President, Vice-President, Secretary and Treasurer and three other personal all of whom subscribe to the mission of the Association. These Officers and Board shall be elected at the Club’s Annual meeting every four years and serve a four year term as provided in Article 1V. Central management of the Club’s Affairs will be entrusted to the Board of Directors.
SECTION 2
Officers. The Associations officers, consisting of the President, Vice-President, Secretary and Treasurer shall serve in their respective capacities both with regard to the Association and its meetings and the Board and its meetings.
A. The President shall preside at all meetings of the Association and the Board and shall have the duties and powers normally associated with the office of President, in addition to those particularly specified in these by laws.
B. The Vice President shall have the duties and exercise the powers of the President in case of the President’s death, absence or incapacity.
C. The Secretary shall keep a record of all the meetings of the Club and the Board and all matters of which a record shall be ordered by the club. He/she shall have charge of the correspondence, notify members of meetings, show courtesies to donors and sponsor's etc., and keep a roll of all donations and members to the Association and carry out all duties as prescribed by these bylaws and those that are incumbent on his or her sense of good business practices.
D. The Treasurer shall collect and receive all money donated or belonging to the Association from the Secretary. He/she shall deposit the same in a bank designated by the board, in the name of the association. The treasurers books shall at all times be open to inspection by the Board and he/she shall report to them at every meeting the condition of the Associations finances and every item of receipt or payment not before reported. All legitimate bills or vouchers submitted by members or employees, shall be paid in a timely manner. Two Signatures for expenses over $500.00 are required on each voucher. These must be from two people on the Board of Directors other than the payee. At the annual meeting every year, the Treasurer shall render an account of all monies received and expended during the previous fiscal year. He/she shall be responsible for keeping all tax and insurance paper work accurate and current.
SECTION 3
Vacancies: Any vacancies occurring on the Board or among the Officers during the year shall be filled until the next annual election by a majority vote of all the then members of the Board at its first regular meeting following the creation of such vacancy, or at a special Board meeting called for that purpose, except that of the President which will be immediately filled by the Vice President.
ARTICLE 1V
THE ASSOCIATION YEAR, ANNUAL MEETING, ELECTIONS
SECTION 1.
The Association fiscal year and year of membership will be on the 31st day of June to the 30th day of June of the following year. The Associations official year will begin immediately after the election of officers every four years and continue through to the next election cycle.
SECTION 2
Annual meetings will be held once a year and will be an award ceremony and entertaining affair and may be held in the month of November or December or at the Board of Directors Discretion. The Election year will be held in December and be for the express purpose of election of new officers to the Board of Directors. It will, however, also be a time for gala ceremony and awards.
SECTION 3.
The Board of Directors will nominate new officers who have already accepted the nominations to run for election at the annual election year meeting. These names will be published by e-mail to the voting membership at least three months in advance of the election meeting. Any voting member may be nominated by submitting his resume and a petition of over 100 names of voting members. His name will appear on the ballot if the petition is received within three months of the election meeting and will also be sent by e-mail to the voting membership.
SECTION 4
The Founder of the Association/Foundation/Pet and National Pet Museum, Claire McLean, and/or any active founder from her family will be automatically nominated for a Board position. Upon retirement from active participation, the title of Founder/chairwoman/emeritus will be granted by the Association. Should the Association succeed in building the National Pet Museum, it will recognize and design a plaque for prominent display stating the founder as Claire McLean.
SECTION 5
Voting: Any member 18 years or older who has donated/paid membership within the calendar year, and who is an original or active founder, or founder, benefactor, or sponsor may attend meetings and may vote at such meetings.
SECTION 6
Compensation: The Board of Directors, and working members of the Association will receive compensation as set by the Board of Directors, but will work pro bono until such time as the Association can be professionally managed and directed by audits and comptrollers.
ARTICLE V11
AMENDMENTS
SECTION 1
Amendments to the Constitution and bylaws may be proposed by the Board of Directors of by written petition addressed to the Secretary signed by 100 members who have voting rights. Amendments proposed by such petition shall be promptly considered by the Board of Directors but they will have final authority whether to submit it to the full voting membership for a vote.
ARTICLE V111
MISCELLANEOUS
SECTION 1
Membership privileges and rights. All persons donating money to the National Pet Museum Project (which will encompass the Presidential Pet Museum) shall be enrolled and published (if they wish) in the archives of the Association. They will receive a membership card, a newsletter and e-mails regarding the progress of the project. The Board of Directors will investigate other gratuities such as discounts with corporations for its members.
SECTION 2
The private property of the Founder, Claire McLean, which includes the domain names, the archives and collection of White House pet memorabilia and all related artifacts, autographs and collectibles will remain owned by the founder until such time as an equitable transfer of ownership is transacted.
