INTERNATIONAL REGISTRATION PLAN, INC.
(a Virginia nonstock corporation)
Effective Oct. 1, 2011
The undersigned person, pursuant to Chapter 10 of Title 13.1 of the Code of Virginia, hereby executes the following Articles of Incorporation, as follows:
1. The name of the corporation is International Registration Plan, Inc.
2. The members of the Corporation shall include the Member Jurisdictions of the International Registration Plan which have elected in a writing filed with the Corporation to be a member of the Corporation (the “Corporate Members”).
3. The Board of Directors shall consist of 12 members. The manner in which such directors shall be elected or appointed, and the designation of ex officio directors, if any, shall be in accordance with the provisions of the International Registration Plan.
4. The post office address, including street and number, of the initial registered office of the corporation is Suite 1100, 4200 Wilson Boulevard, Arlington, VA 22203. Arlington County.
5. The name of the initial registered agent of the corporation is John H. Strandquist, who is a resident of Virginia or a member of the Virginia State Bar and whose business office is identical with the registered office of the corporation.
6. The initial directors of the corporation are:
Greg Hanscom
Fred Porter
Roger Cross
Carl Procvik
7. Purposes. (a) The Corporation is organized and shall be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provisions of any future United States Internal Revenue Law) (hereinafter the "Internal Revenue Code"); to engage in activities relating to the aforementioned purposes; and to invest in, receive, hold, use and dispose of all property, real or personal, as may be necessary or desirable to carry into effect the aforementioned purposes.
(b) In furtherance of the aforementioned purposes, the Corporation's purposes shall be to carry out charitable and educational purposes including but not limited to the following:
(i) the operation of the official repository (the “Repository”) required to be established and operated pursuant to the International Registration Plan.
(ii) conducting such educational and training activities as are necessary or desirable with respect to the operation of the Repository.
(iii) carrying out such audit and compliance activities as are necessary or desirable with respect to the Repository.
(iv) such other activities which promote the interests or reduce the burdens of government of the Member Jurisdictions of the International Registration Plan.
(c) Notwithstanding any other provisions of these Articles of Incorporation, the Corporation shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code or (ii) by a corporation, contributions to which are deductible under Sections 170(c)(2), 2055(a)(2), and 2522(a)(2) of the Internal Revenue Code.
8. Powers. (a) The Corporation shall have all powers conferred upon nonstock corporations under the Virginia Nonstock Corporation Act.
(b) The Corporation shall not engage in any of the following activities:
(i) The Corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.
(ii) No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting, to influence legislation; provided, however, that this provision shall not apply to activities consisting of carrying on propaganda, or otherwise attempting, to influence legislation, to the extent the Corporation has made an election pursuant to and remains in compliance with the restrictions of Section 501(h) of the Internal Revenue Code.
(iii) No dividends shall be paid and no part of the net earnings of the Corporation shall inure to the benefit of any private individual within the meaning of Section 501(c)(3) of the Internal Revenue Code.
9. Dissolution. The Corporation may be dissolved upon the adoption of a plan to dissolve in the manner now or hereafter provided in the laws of the Commonwealth of Virginia. In the event of dissolution of the Corporation, no liquidating or other dividends and no distribution of property owned by the Corporation shall be declared or paid to any private individual, but the net assets of the Corporation shall be distributed as follows:
(a) All liabilities and obligations of the Corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefore;
(b) Remaining assets shall be distributed to one or more organizations described in Section 501(c)(3) of the Internal Revenue Code as determined in the plan to dissolve adopted in the manner set forth above in this Article 9. Any assets not disposed of pursuant to the foregoing provisions shall be distributed by the Circuit Court of the county in which the principal office of the Corporation is located to one or more organizations described in Section 501(c)(3) of the Internal Revenue Code, or to a governmental unit referred to in Section 170(c)(l) of the Internal Revenue Code exclusively for public purposes, as such court shall determine.
10. Bylaws. The power to amend the bylaws of the corporation shall be reserved exclusively to the members of the Corporation. Amendments to the bylaws of the Corporation must be approved by the Board of Directors of the corporation and by two- thirds of the Corporate Members.