Articles of Incorporation of Southeastern Bat Diversity Network
A Non-Profit Corporation
Pursuant to 55A-2-02 of the General Statutes of North Carolina, the undersigned incorporator,
in order to form a non-profit corporation under the laws of the state of North Carolina,
adopt the following Articles of Incorporation:
ONE:
The name of this corporation is Southeastern
Bat Diversity Network.
TWO:
The corporation is a charitable corporation
as defined in NCGS 55A-1-40(4).
THREE:
The name and mailing address of the registered
agent of this corporation are:
Mary K. Clark
NC State Museum of Natural Science
Research and Collections
P.O. Box 29555
Raleigh, NC 27526
The street address is:
North Carolina State Museum of Natural Science
11 West Jones Street
Raleigh, NC 27601
The county of the initial registered office of the corporation and
the corporation's principal office is: Wake County. The street and
mailing address of the principal office of the corporation are the same as above.
FOUR:
The specific purposes for which this corporation is
organized include publishing a newsletter to provide information to the
public about current research, conservation, and management involving bats
in the southeastern United States, to disseminate information about the
importance of bat conservation to the public, to encourage scientific research
focused on bat conservation, to maintain a current directory of biologists
engaged in bat research, conservation, and management in the southeastern
United States, and to host meetings providing a forum for biologists to
present results of past research, conservation, and management and discuss
opportunities to collaborate on future projects.
This corporation is organized exclusively for one or more of the purposes as specified in
Section 501(c)(3) of the Internal Revenue Code, 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 corresponding section of
any future federal tax code.
FIVE:
The number of initial directors of this corporations is ten.
Their names and address are as follows:
Mary K. Clark
NC State Museum of Natural Science
Research and Collections
P.O. Box 29555
Raleigh, NC 27526
Troy Best
Auburn University
Dept. of Zoology and Wildlife Sci.
331 Funchess Hall
Auburn, AL 36849-5414
Robert R. Currie
U.S. Fish and Wildlife Service
160 Zillicoa Street
Asheville, NC 28801
Jeffery A. Gore
Florida Fish and Wildlife Conservation Commission
3911 Highway 2321
Panama City, FL 32404
Michael Harvey
Tennessee Tech University
Department of Biology
Box 5063
Cookeville, TN 38505
Dennis L. Krusac
Endangered Species Specialist
USDA Forest Service, Southern Region
Suite 816 North, 1720 Peachtree Road, NW
Atlanta, GA 30309
Michael J. Lacki
Department of Forestry
University of Kentucky
Lexington, KY 40546-0073
David A. Saugey
U.S. Forest Service
P.O. Box 189
Jessieville, AR 71949
T. Bently Wigley
National Council for Air and Stream Improvement, Inc.
PO Box 340362
Clemson, SC 29634-0362
J.D.Wilhide
Arkansas State University
Department of Biology
P.O. Box 599
State University, Arkansas 72467
SIX:
The name and address of the incorporator of this corporation is:
Michael Menzel
931 Louise Ave.
Morgantown, WV 26505
SEVEN:
The period of duration of this corporation is perpetual.
EIGHT:
The corporation will have members. The classes, rights,
privileges, qualifications, and obligations of members of
this corporation are as follows: This corporation shall have one class of membership.
Any person shall be qualified to become a member upon payment of
the initial dues, if any, fixed by the board of directors and
shall continue as a member upon paying the annual dues, if any,
fixed by the board of directors. The method and time of payment
of dues shall be determined, and may be changed, from time to time,
by the board of directors. Additional provisions specifying
the rights and obligations of members shall be contained in
the Bylaws of this corporation pursuant to, and in accordance with,
the laws of this state.
NINE:
Any additional provisions for the operation
of the corporation are as follows:
Upon the dissolution of this corporation, its assets remaining after
payment, or provision for payment, of all debts and liabilities of
this corporation shall be distributed for one or more exempt purposes
within the meaning of Section 501(c)(3) of the Internal Revenue Code
or shall be distributed to the federal government, or to a state
or local government, for a public purpose.
No substantial part of the activities of this corporation shall
consist of carrying on propaganda, or otherwise attempting to
influence legislation (except as otherwise provided by Section 501(h)
of the Internal Revenue Code), and this 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.
No part of the net earnings of this corporation shall inure to
the benefit of, or be distributable to, its members, directors,
officers, or other private persons, except that this 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 these Articles.
Notwithstanding any other provision of these Articles, this
corporation shall not carry on any other activities not permitted to
be carried on (1) by a corporation exempt from federal income tax
under Section 501(c)(3) of the Internal Revenue Code or (2) by a
corporation contributions to which are deductible under
Section 170(c)(2) of the Internal Revenue Code.
In any taxable year in which this corporation is a
private foundation as described in Section 509(a) of the
Internal Revenue Code, the corporation 1) shall distribute its
income for said period at such time and manner as not to subject it
to tax under Section 4942 of the Internal Revenue Code; 2) shall
not engage in any act of self-dealing as defined in Section 4941(d) of
the Internal Revenue Code; 3) shall not retain any excess business
holdings as defined in Section 4943(c) of the Internal Revenue Code; 4)
shall not make any investments in such manner as to subject the
corporation to tax under Section 4944 of the Internal Revenue Code;
and 5) shall not make any taxable expenditures as defined in
Section 4945(d) of the Internal Revenue Code.
The undersigned incorporator hereby declares under penalty of perjury
that the statements made in the foregoing Articles of Incorporation are true.
Dated: __________
________________________________
Michael Menzel, Incorporator
