Articles of Incorporation of DLA Foundation. The undersigned, a citizen of the United States, desiring to form a Non-Profit Corporation under the Non-Profit Corporation Law of Virginia, does hereby certify:
Name: The name of the corporation shall be DLA Foundation.
Location: The place in this state where the principal or registered office of the Corporation is to be located is the City of Alexandria in the County of Fairfax.
Purpose: The DLA Foundation is organized and operated exclusively for charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code.
Members: Members of the Foundation include anyone who now or have been employed as a civilian or military member at the Defense Logistics Agency. As described in Code of Virginia Title 13.1, Chapter 10, Section 837, members shall not have voting or other rights. This is also stated in the Foundation Bylaws. The Board of Directors reserves the right to name other individuals as “honorary members.”
Director Selection: The Foundation shall have no fewer than 9 or more than 13 voting directors. For the first year, the Board of Directors will be comprised of individuals nominated by the Founder. The initial Board of Directors will stay in office for a period of one to three years from their seating in order to create the foundation for a revolving (1/3 of the membership annually) nominating process. Initial Board members shall self nominate to be replaced either at the end of the first or second year. If insufficient volunteers come forward, the Chair will decide which Board seats go up for election. After the first year Directors shall be nominated by a committee of the Foundation and elected to directorships by the Board of Directors at each annual meeting or as vacancies materialize, subject to term-of-office restrictions as described herein. Unless otherwise filling interim vacancies, Directors shall be elected to terms of three years and shall be eligible to serve three consecutive terms. Persons filling interim vacancies shall be eligible for election to two additional full terms. Persons completing three terms shall be eligible for renewed directorships following a hiatus of one year. To the extent practical, one third of the terms of the elected directorships should expire at the time of each annual meeting.
Registered Agent: Mae E. DeVincentis is the corporation’s initial registered agent. Ms. DeVincentis is a resident of the state of Virginia and a member of the initial Board of Directors.
Trustees: The names and addresses of the persons who are the initial trustees of the Corporation are as follows:
Ms. Phyllis Campbell
Ms. Christine Gallo
VADM Mark Harnitchek, SC, USN
VADM Keith Lippert, SC, USN (Ret)
Mr. James McClaugherty
MG Hawthorne L. Proctor, USA
Mr. Michael Scott
VADM Alan S. Thompson, SC, USN (Ret)
Mr. Larry Wilson
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 III 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.
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within 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 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 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.
The Corporation continues in perpetuity.
Incorporator: In witness whereof, I have hereunto subscribed my name this 29th day of August, 2012.
Mae E. DeVincentis