Articles of Incorporation

FIRST: The name of the corporation is the District of Columbia Coalition Of Lifelong Learning Organizations (hereinafter the �Coalition�).

SECOND: The period of its duration is perpetual.

THIRD: The Coalition is organized and shall be operated exclusively as a nonstock charitable organization for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 and the regulations thereunder, as they now exist or as they may hereafter be amended (hereinafter collectively referred to as the �Internal Revenue Code�) and specifically as follows:

  1. To develop, maintain and improve a balanced system of lifelong learning.
  2. To identify and focus on the resolution of major issues in lifelong learning education.
  3. To facilitate the exchange of information about resources, actions and plans of the member organizations of the Coalition.
  4. To facilitate the exchange of information among member organizations of the Coalition about various aspects of lifelong learning education, including programs, financial support, legislation, administration, professional development, publications, research, and staffing.
  5. To initiate, facilitate and promote joint planning or projects to serve the field of lifelong learning.
  6. To serve as a resource for information and to provide consultative services concerning lifelong learning education to government agencies and other organizations.
  7. To educate the public as to the importance, value and necessity of lifelong learning and to serve as an advocate where appropriate.
  8. To promote the action of government, foundations and agencies to achieve equal educational opportunity for all adults.
  9. To identify and encourage cooperation with other groups, agencies and organizations in the achievement of these overall purposes.
  10. To receive contributions and bequests of property, tangible and intangible, from any person, firm, foundation, trust, corporation or other entity and to own, hold, manage, invest, reinvest and use all such contributions and bequests in such manner and at such time as the Corporation may deem best to carry out its purposes.
  11. To acquire, own, hold, develop, manage, lease, invest and reinvest in real or personal property, tangible or intangible, and to borrow monies with respect to the acquisition and investment in any such property.
  12. To carry out any other purpose or to have and to exercise any and all powers conferred upon nonstock corporations by the District of Columbia Nonprofit Corporation Act, provided such purpose or power is consistent with the Corporation�s status as a charitable and educational organization that is exempt under Section 501(c)(3) of the Internal Revenue Code.

FOURTH: The Coalition shall have no members.

FIFTH: The manner of election or appointment of Directors of the Coalition shall be as provided in the Bylaws of the Coalition. The number of members of the Board of Directors shall be as provided in the Bylaws, but in no event shall there be fewer than three (3) Directors.

SIXTH: The internal affairs of the Coalition shall be regulated by the Bylaws of the Corporation, and the Board of Directors shall supervise the management of the business and affairs of the Coalition in accordance with the Bylaws. The initial Bylaws shall be adopted by the initial Board of Directors hereinafter named. The power to amend or repeal the Bylaws shall be vested in the Board of Directors.

SEVENTH: At all times, notwithstanding merger, consolidation, reorganization, termination, dissolution, or winding up of the Coalition, voluntary or involuntary or by operation of law, or any other provisions hereof:

  1. No part of the net earnings of the Coalition shall inure to the benefit of any director or officer of the Coalition, or any private person, except that reasonable compensation may be paid for services actually rendered to or for the Coalition, and no member, director or officer of the Coalition, or any private person shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Coalition;
  2. During any period that the Coalition is deemed to be a private foundation as described in Section 509(a) of the Internal Revenue Code, the Coalition:
    1. 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;
    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 it 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.
  3. Notwithstanding any other provisions of these Articles, the Coalition shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 50l(c)(3) of the Internal Revenue Code or by an organization, contributions to which are deductible under Section l70(c)(2) thereof; and
  4. Except as provided and permitted under Sections 50l(h) and 4911 of the Internal Revenue Code, no substantial part of the activities of the Coalition shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Coalition shall not participate or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.

    5. EIGHTH: Upon dissolution of the Coalition, the Board of Directors shall:

  1. Pay or make provision for the payment of all of the Coalition�s obligations and liabilities;
  2. Return, transfer, or convey (or make provision therefor) any assets held by the Coalition that require such return, transfer, or conveyance in the event of the dissolution of the Coalition; and
  3. Transfer or convey the Coalition�s remaining assets, if any, to such charitable, educational, or scientific organization or organizations as the Board of Directors shall determine; provided that any transferee organization selected by the Directors must qualify under Section 501(c)(3) of the Internal Revenue Code at the time of such transfer.

NINTH: The private property, both real and personal, of the members of the Board of Directors and the officers of the Coalition shall not be subject to the payment of corporate debts to any extent whatsoever.

TENTH: The address of the Coalition�s initial registered office is 1090 Vermont Avenue N.W., Washington, D.C. 20005, and the name of its initial registered agent at such address is Corporation Service Company.

ELEVENTH: The number of Directors constituting the initial Board of Directors is nine, and the names and addresses of the persons who are to serve as the initial Directors until the first annual meeting or until their successors are elected and qualified are:

Marjean Buckner, RN, Ed.D
7800 S.W. 157 Terrace
Palmetto Bay, Florida 33157

Marcie Boucouvalas, Ph.D
Department of Human Development
Virginia Tech Graduate Center National Capital Region.
7054 Haycock Road
Falls Church, Virginia 22043

Thomas Kowalik, Ed.D
Continuing Education & Outreach
Binghamton University � State University of New York
P.O. Box 6000
Binghamton, New York 13902-6000

Kathleen Peno, Ph.D
Adult Education
Room 603 Chafee Hall
Kingston, Rhode Island 02881

Philip A. Greasley, Ph.D University of Kentucky
529 Patterson Office Tower
Lexington, Kentucky 40506-0027

TWELFTH: The names and addresses of the incorporators are:

Marjean Buckner, RN, Ed.D
7800 S.W. 157 Terrace
Palmetto Bay, Florida 33157

Marcie Boucouvalas, Ph.D
Department of Human Development
Virginia Tech Graduate Center National Capital Region.
7054 Haycock Road
Falls Church, Virginia 22043

Thomas Kowalik, Ed.D
Continuing Education & Outreach
Binghamton University � State University of New York
P.O. Box 6000
Binghamton, New York 13902-6000