Proposed Revised Governing Documents

This proposal comes to the membership from the ASA Council following extensive discussion and deliberation over a period of several Council meetings. 

The impetus for this revision began when Council decided to update our incorporation status from a pre-1962 “Old Act” to the “New District of Columbia Nonprofit Corporation Act of 2010” to bring our formal governance up to the most modern standards. In order to do that, we have to revise our governing documents. 

Council agreed that the revision should not only address the legally necessary changes for the new incorporation status, but also seek more broadly to ensure continued and improved democratic governance processes for our membership-based, nonprofit organization. This involved a holistic review of our governing documents, which has not been done since 2003. 

Should this proposal be approved, the new bylaws will go into effect September 1, 2020.

Click here for a detailed explanatory summary of the proposed revision to ASA’s governing documents.

In this document please find the proposed revised governing documents.

Click here to review the current governing documents with annotation on how the proposed revision addresses each clause. 

The name of this District of Columbia non-profit corporation is “The American Sociological Association” (hereinafter, “ASA” or “the Association”). 

Section 1. Membership Categories. ASA shall have the following individual membership categories: Regular and Affiliate. 

1. Regular membership is open to any sociologist interested in the Association’s purpose. Subcategories of Regular membership are designated by the Council. 
2. Affiliate membership is open to any individual who desires to support the purpose of the Association but does not meet the qualifications of Regular membership.

Section 2. Admission to Membership. Any individual or group that meets the qualifications of a membership category specified in Section 1 may be admitted to membership in accordance with policies and procedures established by the Council. 

Section 3. Rights and Responsibilities. 

1. Regular Members shall have the right to vote for the election of officers and at-large members of the Council and on matters specifically provided for in these Bylaws or on matters submitted by the Council to a vote of the Regular Members and hold elected or appointed office as specifically provided in these Bylaws. All individuals serving in leadership positions including, but not limited to, Officers, Directors, or members of any committee or editorial board shall be required to hold regular membership in the Association. Affiliate members do not have the right to vote or hold office. 
2. In order to maintain membership status, an individual or group member shall pay annual dues by the member’s renewal date. Dues for each membership category shall be established by the Council. Increases in dues above cost of living adjustments shall be subject to approval by a majority vote of the Regular Members.
3. Privileges and responsibilities of each membership category shall be established by the Council. 
4. All members of the Association shall comply with the provisions of the ASA Code of Ethics. 
5. Membership in the Association may be suspended or terminated, and the privileges of membership may be suspended wholly or in part, for failure to adhere to the Code of Ethics in accordance with policies and procedures to be adopted by the Council.

Section 1. Place of Meetings. Meetings of the Regular Members shall be held at such place within or outside of the District of Columbia as may be designated from time to time by the Council. 

Section 2. Annual and Regular Meetings. The annual meeting of Regular Members shall be held on a date to be fixed by the Council at the time, place and/or manner to be fixed by the Council and stated in the notice of the meeting. Regular meetings of the Regular Members may be held at times stated in or fixed by resolution of the Council. 

Section 3. Special Meetings. Special meetings of the Regular Members may be called at any time by the Council, the President or upon the written request of not less than ten percent (10%) of the Regular Members, for any purpose or purposes prescribed in the notice of the meeting and shall be held at such place or manner, on such date and at such time as the Council may fix. Business transacted at any special meeting of the Regular Members shall be confined to the purpose or purposes stated in the notice of meeting.

Section 4. Notice of Meetings. Unless waived, notice of the date, time, place or manner, and in the case of a special meeting, the purpose or purposes for which the special meeting is called, shall be given to each Regular Member, not less than five (5) business days and no more than one year before such meeting. 

Section 5. Quorum. At all meetings of the Regular Members, ten percent (10%) of the voting Regular Members shall constitute a quorum for the transaction of business. If a quorum is present, a majority of the Regular Members voting shall determine any matter, unless a different vote is required by statute, by the Articles of Incorporation, or by these Bylaws. 

Section 6. Presiding Officer. The President shall preside at all meetings of the Regular Members. In the absence of the President, the Vice-President or another officer designated by the Council shall serve as the presiding officer. The Presiding Officer will use procedures that encourage full, open, and honest debate.

Section 7. Telephone and Similar Meetings. Regular Members may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Annual, regular or special meetings of the Regular Members do not need to be held at a geographic location if the meeting is held by means of the Internet or other electronic communication technology in a fashion pursuant to which the Regular Members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to Regular Members, pose questions, and make comments. 

Section 8. Action by Ballot. Regular Members may take action without a meeting by casting a vote by ballot.  A ballot shall (1) be in the form of a record, such as by paper, or e-mail or other on-line format; (2) set forth each proposed action; (3) provide an opportunity to vote for, or withhold a vote for, each candidate for election; and (4) provide an opportunity to vote for or against each other proposed action. Approval by ballot, other than for elections, shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. All solicitations for votes by ballot shall: (i) indicate the number of responses needed to meet the quorum requirements; (ii) state the percentage of approvals necessary to approve each matter other than elections; and (iii) specify the time by which a ballot must be received by the Association in order to be counted.

Section 9. Member Petitions. Voting members of the Association may take any action otherwise within the powers of the Council. Such an action by voting members requires the completion in sequence of the following steps: (a) A written statement of the proposed action, hereinafter called the Members’ Resolution, is signed by three percent of the voting members of the Association. The introductions of all petitions circulated for the purpose of validating a Members’ Resolution shall contain the following statement: “For signatures to be valid, the signee must be a voting member of the American Sociological Association as of December 3l of the year of the signing. The signee’s name must be written as it appears on the membership rolls of the Association, and signers must provide their addresses as they appear on the membership rolls of the Association. The date of signing shall be indicated.” (b) The Members’ Resolution and the accompanying petition signature are sent to the Executive Office of the Association, postmarked no later than December 31 of the year during which the signatures were affixed. All signatures for a given Members’ Resolution must be affixed within a calendar year. Each page of the Members’ Resolution and accompanying signatures must include the following statement: “This resolution (or these signatures) is submitted by ____, a voting member of the American Sociological Association.” (c) The Members’ Resolution is received by the Secretary-Treasurer who shall verify the validity of the signatures and the requirement that the petition has been signed by three percent of the voting members of the Association. Following this verification, the Secretary-Treasurer shall distribute the Members’ Resolution to the Council. (d) The Members’ Resolution is included on the agenda and discussed by the Council at its next scheduled meeting. (e) If the Council disapproves the Members’ Resolution, the Members’ Resolution and any resolution of the Council alternative to it are published in an appropriate Association publication or by other means as deemed appropriate by the Council. (f) A ballot containing the Members’ Resolution and any alternative resolution of the Council is sent to the voting members of the Association; such a referendum will accompany the annual election ballot except under unusual circumstances as determined by the Council. (g) The Council shall consider the urgency of any Members’ Resolution brought by the voting members and shall employ special procedures without regard to the schedule of publications where it deems this justifiable.

Section 10. Elections. Council shall have the authority to determine the procedures to be followed in conducting elections and other ballot measures under these Bylaws, provided that such procedures shall protect the privacy of members who vote and ensure an accurate and fair count.

Section 1. Members. The Council (considered the “Board of Directors”) shall consist of the following members who are sometimes referred to in these Bylaws as “Directors”: President, Immediate Past President, President-Elect, Vice President, Immediate Past Vice President, Vice President-Elect, Secretary-Treasurer, Secretary-Treasurer-elect (non-voting), Executive Director (non-voting), and twelve (12) at-large members. 

Section 2. Election and Terms. 

1. The President shall, after a one-year term, succeed to the office of Immediate Past President. The Immediate Past President shall serve a term of one year.
2. The President-Elect shall, after a one-year term, succeed to the office of President. 
3. The President-Elect shall be elected by a plurality vote of the voting Regular Members in good standing.
4. The Vice President shall, after a one-year term, succeed to the office of Immediate Past Vice President. The Immediate Past Vice President shall serve a term of one year.
5. The Vice President-Elect shall, after a one-year term, succeed to the office of Vice President.
6. The Vice President-Elect shall be elected by a plurality vote of the voting Regular Members in good standing.
7. The Secretary-Treasurer shall serve a term of three-years and is ineligible for reelection.
8. The Secretary-Treasurer-Elect shall, after a one-year term, succeed to the office of Secretary-Treasurer.
9. The Secretary-Treasurer-Elect shall be elected by a plurality vote of the voting Regular Members in good standing.
10. The Executive Director is hired by the Council. 
11. The at-large members of the Council shall be elected by a plurality vote of the voting Regular Members in good standing and shall serve a term of three years. Terms of the at-large members shall be staggered, such that terms of four members shall expire each year. No member-at-large shall be eligible for reelection to the Council as a member-at-large until one year after the expiration of the prior term, and no individual shall be eligible for reelection as a member-at-large of the Council after having served two such terms. 
12. The Council shall have the authority to determine the procedures to be followed in conducting elections and other membership voting matters, if applicable.
13. The commencement dates for Council positions shall be set forth in ASA policy. 

Section 3. Duties. The Council shall exercise all corporate powers and fiduciary responsibility over the affairs of ASA and is responsible for the overall strategic direction and policymaking of the Association, except as otherwise provided by statute, the Articles of Incorporation or these Bylaws. 

Section 4. Meetings. 

1. The agenda for meetings of the Council shall be determined by the President in consultation with the Executive Director. Members may request adding items to the Council agenda by submitting a proposal in writing to the Executive Director. 
2. The President shall preside at meetings of the Council. The Vice President shall preside in the absence of the President. 
3. A quorum shall consist of a majority of the members of the Council then in office. If a quorum is present, the affirmative vote of a majority of the members of the Council present shall determine any matter, unless a different vote is required by statute, by the Articles of Incorporation, or by these Bylaws.
4. Special meetings of the Council may be called by the President or a majority of the members of the Council.
5. The Council may hold meetings by means of conference telephone or any means of communication by which all persons participating in the meeting can hear each other.  Any action required by law or any action that may be taken at a meeting of Directors, may be taken without a meeting if each Director signs a consent in the form of a record describing the action to be taken and delivers it to the Association. Unanimous consent has the effect of action taken at a meeting of the Council and may be described as such in any document. Consents may be transmitted electronically. 
6. The Presiding Officer will use procedures that encourage full, open, and honest debate.

Section 5. Removal and Vacancies.

1. Members of the Council can be removed with cause by action of Council. Any elected member of the Council may be removed for cause by an affirmative vote of a majority of the Regular Members in good standing.
2. A vacancy in the office of the President shall be filled for the balance of the term in which the vacancy occurred by the Vice President. This person shall then succeed to the office of the Immediate Past President at the conclusion of the Presidential term.
3. A vacancy in the office of President-elect shall be filled for the balance of the term in which the vacancy occurred by the Vice President-elect. This person shall then succeed to the subsequent office of President for one term, followed by a term as Immediate Past President.
4. A vacancy in the office of the Immediate Past President may be filled for the balance of the term in which the vacancy occurred by appointment of the Council from the pool of past presidents of the Association.
5. A vacancy in the office of Vice President shall be filled for the balance of the term in which the vacancy occurred by the Vice President-elect. This person shall then serve a subsequent full Vice-Presidential term and then succeed to the office of Immediate Past Vice President.
6. A vacancy in the office of Vice President-elect shall be filled for the balance of the term in which the vacancy occurred by Council from among the current Council members-at-large. This person shall then succeed to the subsequent office of Vice President for one term, followed by a term as Immediate Past Vice President. 
7. A vacancy in the office of the Immediate Past Vice President may be filled for the balance of the term in which the vacancy occurred by appointment of the Council from the pool of past vice presidents of the Association.
8. A vacancy in the office of Secretary-Treasurer shall be filled until the time at which a new Secretary-Treasurer can be elected through standard election procedures by the Council from among the current Council members-at-large. 
9. A vacancy in the office of Secretary-Treasurer-elect shall remain unfilled and the provisions for filling the Secretary-Treasurer position will be used for the subsequent term. 
10. A vacancy among the Council members-at-large may be filled for a portion or the full balance of the term in which the vacancy occurred by appointment of the Council. 

Section 6. Executive Committee. 

1. Members. The Executive Committee shall consist of the following members: President, President-Elect, Immediate Past President, Secretary-Treasurer, a Council member-at-large elected by the Council members-at-large, and Executive Director (non-voting).
2. Duties. The Executive Committee has the authority to act on behalf of the Council between meetings of the Council, subject to the D.C. Nonprofit Corporation Act of 2010. 

Section 1. Officers. The Officers of the Association shall be the President, Immediate Past President, President-Elect, Vice President, Immediate Past Vice President, Vice President-Elect, Secretary-Treasurer, and Executive Director. 

Section 2. Duties.

1. President. The President shall preside at all meetings of the Association and shall perform all duties incident to the office of President and other such duties as may be prescribed by the Council. 
2. Immediate Past President. The Immediate Past President shall perform such duties as may be assigned by the President or by the Council.
3. President-Elect. The President-Elect shall perform such duties as may be assigned by the President or by the Council. 
4. Vice President. The Vice President shall preside at all meetings of the Association in the absence of the President and shall perform all duties incident to the office of Vice President and other such duties as may be assigned by the President or by the Council.
5. Immediate Past Vice President. The Immediate Past Vice President shall perform such duties as may be assigned by the President or by the Council.
6. Vice President-Elect. The Vice President-Elect shall perform such duties as may be assigned by the President or by the Council.
7. Secretary-Treasurer. The Secretary-Treasurer shall perform all duties incident to the office of Secretary-Treasurer and shall perform such other duties as may be assigned by the President or the Council. 
8. Executive Director. The Executive Director shall have authority for the day-to-day administrative and programmatic management of the Association, including the hiring and termination of staff and paid contractors. 

Section 1. Finance Committee. 

1. Members. The Finance Committee shall consist of the following members: Secretary-Treasurer, President-Elect, President, Immediate Past President, Secretary-Treasurer-Elect (non-voting), Executive Director (non-voting), and three members appointed by the Council on the recommendation of the Secretary-Treasurer for three-year terms. The Secretary-Treasurer shall serve as Chair. Terms of the appointed members shall be staggered, such that a term of one member shall expire each year. 
2. Duties. The Finance Committee shall be responsible for supporting the Association’s financial health, including recommending to Council an annual budget proposal, changes to investment policy, and other relevant policy proposals, and other matters as requested from time to time by the Council. 

Section 2. Publications Committee.

1. Members. The Publications Committee shall consist of the following members: Immediate Past President, Secretary-Treasurer, Executive Director (non-voting), and nine members elected by a plurality vote of the Regular Members of the Association for three-year terms. The Committee shall choose a chair from among the elected members who have served at least one year on the Committee. Terms of the elected members shall be staggered, such that terms of three members shall expire each year. 
2. Duties. The Publications Committee shall be responsible for supporting the Association’s publishing program, including appointing associate editors and recommending to Council editors for the Association’s journals, changes to the Association’s publications portfolio, and changes to publications-related policy, and other matters as requested from time to time by the Council.  

Section 3. Nominating Committee.

1. Members. The Nominating Committee shall consist of the following members: Vice President, Executive Director (non-voting), and ten members elected by a plurality vote of the  Regular Members of the Association for two-year terms on the recommendation of the at-large members of the Council with the Vice President-Elect serving as chair of the recommending group. The Vice President shall serve as Chair. Terms of the elected members shall be staggered, such that terms of five members shall expire each year.
2. Duties. The Nominating Committee develops the annual election ballot for elected Officers (if needed), Council members-at-large, and Committee members, as applicable, and other matters as requested from time to time by the Council. 

Section 4. Committee on Committees. 

1. Members. The Committee on Committees shall consist of the following members: Immediate Past Vice President, Executive Director (non-voting), and eight members elected by the voting membership of the association for two-year terms, with four members elected at-large, one member representing a PhD-granting institution, one member representing an MA institution or four-year institution, one member representing a 2-year institution, and one member representing a non-teaching institution or in self-employment. The Immediate Past Vice President shall serve as Chair. Terms of the elected members shall be staggered, such that terms of four members shall expire each year, two at-large members and two members from reserved seats. 
2. Duties. The Committee on Committees develops recommendations to Council for appointments to all award selection committees, the at-large portion of the Awards Committee, the Committee on Professional Ethics, the at-large portion of the Sections Committee, and other matters as requested from time to time by the Council. 

Section 5. Program Committee.

1. Members. The Program Committee shall consist of the following members: The individual who will be President during the Annual Meeting being planned, the individual who will be Vice President during the Annual Meeting being planned, the individual who is Secretary-Treasurer two years in advance of the Annual Meeting being planned, two members from the previous year’s Program Committee, Executive Director (non-voting), and four to six additional members appointed by the Council on the recommendation of the person who will be President during the Annual Meeting being planned. The person who will be President during the Annual Meeting being planned shall serve as Chair. Terms of all of the committee members will extend until the end of the Annual Meeting being planned. 
2. Duties. The Program Committee develops programming for one Annual Meeting, and other matters as requested from time to time by the Council. 

Section 6. Sections Committee.

1. Members. The Sections Committee shall consist of the following members: Three members appointed by Council on the recommendation of the Committee on Committees, three members appointed by Council from among the Council members-at-large, three members elected by current section chairs from among current section chairs in each case for three-year terms, and Executive Director (non-voting). The Committee shall choose a chair from among the members who have served at least one year on the Committee who do not also serve on Council. Terms of the members shall be staggered, such that one member of each type shall expire each year. 
2. Duties. The Sections Committee shall be responsible for supporting the Association’s sections, including recommending to Council relevant policy changes and serving as the liaison between sections and the Council, and other matters as requested from time to time by the Council. 

Section 7. Awards Committee.

1. Members. The Awards Committee shall consist of the following members: Three members appointed by Council on the recommendation of the Committee on Committees, three members appointed by Council from among the Council members-at-large in each case for three-year terms, and Executive Director (non-voting). The Committee shall choose a chair from among the members who have served at least one year on the Committee who do not also serve on Council. Terms of the members shall be staggered, such that one general member and one Council member-at-large shall expire each year.
2. Duties. The Awards Committee shall be responsible for supporting the Association’s awards program, including recommending to the Council relevant policy changes and liaising with the award selection committees, and other matters as requested from time to time by the Council.

Section 8. Committee on Professional Ethics.

1. Members. The Committee on Professional Ethics shall consist of the following members: Nine members appointed by the Council on the recommendation of the Committee on Committees for three-year terms and Executive Director (non-voting). The Committee shall choose a chair or co-chairs from among the members who have served at least one year on the Committee. Terms of the members shall be staggered, such that terms of three members shall expire each year. No member shall serve more than two successive terms.
2. Duties. The Committee on Professional Ethics shall be responsible for promoting ethical conduct by sociologists through educational activities for members, by navigating complaints of violations of the Code of Ethics as per policies and procedures adopted by Council, and by making recommendations for proposed changes to the Code of Ethics, and other matters as requested from time to time by the Council. 

Section 9. Meetings.

1. A quorum shall consist of a majority of the standing committee members.
2. Standing committees may hold meetings using telephone or electronic means that allow participants to actively deliberate with each other. Committees may also take action without a meeting by unanimous written consent which may be transmitted electronically.

Section 10. Other Committees. The Council may establish such other committees as may be necessary for the conduct of the Association’s affairs, subject to the Act. 

Section 11. Removal and Vacancies. 

1. Committee members can be removed by action of the Council. 
2. The President shall have the discretion to fill any vacancies that may occur on committees for the remainder of unexpired terms except as otherwise provided in these Bylaws or by statute.

Members who share interests in a sociological specialty may seek to become a section. The Council has the authority to form sections and other types of sub-groups in accordance with standards it adopts. A section or other type of sub-group shall remain in operation as long as it operates according to the policies and procedures set forth by the Council or as otherwise determined by the Council. 

Section 1. Conflict of Interest. The Association shall maintain a conflict of interest policy and annual disclosure process that shall apply to all Council members and any other individuals specified by the Council.

Section 2. Indemnification. To the fullest extent permitted by law, any current or former director or officer of the Association, or other such persons so designated in the discretion of the Council, shall be indemnified (including advances against expenses) by the Association against all judgments, fines, settlements, and other reasonable costs, expenses, and counsel fees paid or incurred in connection with any actual and threatened action, suit, or proceeding to which any such person may be made a party by reason of his/her being or having been such a director or officer or other such designated person. The Association may, to the extent authorized from time to time by the Council, grant rights to indemnification and to the advancement of related expenses, to any employee or agent of the Association to the extent permitted by law. No indemnification or advance against expenses shall be approved by the Council or paid by the Association until after receipt from legal counsel of an opinion concerning the legality of the proposed indemnification or advance. 

Section 1. Proposed Amendments. Proposed amendments to these Bylaws shall be submitted for a vote of the voting membership upon:

1. A vote of the Council, or
2. A petition signed by at least ten percent (10%) of voting members submitted to the Executive Director. 

Section 2. Adoption. These Bylaws may be amended by a majority vote of the voting members at a meeting at which a quorum is present or by ballot in accordance with Article 2, Section 8. 

Pursuant to the provisions of Title 29 of D.C. Code (Business Organizations Code), specifically D.C. Code §29-107.01(b), The American Sociological Association elects to become subject to the District of Columbia Nonprofit Corporation Act of 2010, as amended, and the undersigned adopts the following Restated Articles of Incorporation:
     
FIRST: The name of the corporation is: The American Sociological Association (hereafter called the “Corporation”)

SECOND: The period of existence shall be perpetual.

THIRD: This Corporation is incorporated as a nonprofit corporation under D.C. Code Title 29 Chapter 4 (District of Columbia Nonprofit Corporation Act). The Corporation is organized, and shall be exclusively operated to receive, administer, and expend funds for charitable, scientific, and educational purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or corresponding provisions of any subsequent federal tax laws); and within such limits:

1. To stimulate and improve research, instruction and discussion, and to encourage cooperative relations among persons engaged in the scientific study of society; 
2. To engage in other charitable, scientific, or educational activity as determined by the Board of Directors; and 
3. To engage in any and all lawful activities incidental to the foregoing purposes except as restricted herein.

FOURTH: The Corporation shall have members. The conditions, rights, and obligations of membership shall be stated in the Bylaws.

FIFTH: The Corporation shall have no authority to issue capital stock. 

SIXTH: The affairs of the Corporation shall be managed through its Board of Directors (referred to as the “Council”). The Council shall be the governing body of the Corporation except insofar as the Bylaws delegate certain functions to other bodies, officers or committees of the Corporation. The number of Directors shall be fixed by the Bylaws, but shall not be less than three (3). The selection of Directors shall be as set forth in the Corporation’s Bylaws. 

SEVENTH: No part of the net earnings of the Corporation shall inure to or for the benefit of, or be distributable to, its directors, 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 and objects 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 by publishing or distributing statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Restated Articles of Incorporation, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent federal tax laws).

Notwithstanding any other provision set forth in these Restated Articles of Incorporation, at any time during which it is deemed a private foundation, the Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws; the Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws; the Corporation shall not make any investments in such manner as to be subject to the tax imposed by Section 4944 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws; and the Corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws.

EIGHTH: Upon the dissolution of the Corporation or the winding up of its affairs, all of its assets and property of every nature and description remaining after the payment of all liabilities and obligations of the Corporation (but not including assets held by the Corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution) shall be distributed for charitable, scientific or educational purposes or paid over and transferred to one or more organizations which are then qualified for exemption from federal income taxes as organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or corresponding provisions of any subsequent federal tax laws) and to which contributions are then deductible under Section 170(c)(2) of such Code.

NINTH: The address, including the street and number of its initial registered office is 1747 Pennsylvania Ave., NW, Suite 1000, Washington, DC 20006 located in the City of Washington in the District of Columbia and the name and address of its initial registered agent is Sarah E. Mooney, a District of Columbia resident, located at 1747 Pennsylvania Ave., NW, Suite 1000, Washington, DC 20006.

TENTH: To the fullest extent permitted by law, no director of this Corporation shall be personally liable to this Corporation for monetary damages, subject to such limitations and restrictions as required under law. 

ELEVENTH: The Corporation shall indemnify a director for liability to any person for any action taken, or any failure to take any action, as a director, subject to such limitations and restrictions as required under law, except liability for (i) receipt of a financial benefit to which the director is not entitled, (ii) an intentional infliction of harm, (iii) a violation of D.C. Code § 29-406.33 (Directors’ Liability for Unlawful Distributions) or (iv) an intentional violation of criminal law.