ARTICLES OF INCORPORATION OF THE INTERNATIONAL COUNCIL OF ACADEMIES OF ENGINEERING AND TECHNOLOGICAL SCIENCES, INC. (CAETS)
Certificate of Incorporation Issued by the Government of the District of Columbia On the 30th day of June, 2000 Articles6-29-00.doc To: Department of Consumer and Regulatory Affairs Business Regulation Administration Corporations Division 941 North Capital Street, N.E. Washington, D.C. 20002
We, the undersigned natural persons of the age of twenty-one years or more, acting as incorporators of a corporation under the NON-PROFIT CORPORATION ACT of the District of Columbia (D.C. Code, 1981 edition, Title 29, Chapter 5), adopt the following Articles of Incorporation:
FIRST: The name of the corporation is International Council of Academies of Engineering and Technological Sciences, Inc. (CAETS).
SECOND: The period of duration of the corporation is perpetual.
THIRD: The corporation is organized exclusively for, and shall be operated exclusively for educational, scientific, and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended (“the Code”). The mission of the corporation is to foster effective engineering and technological progress for the benefit of societies of all countries.
FOURTH: The corporation shall have members. The members of the corporation shall be academies of engineering and technological sciences, one per country, which shall appoint one representative. Members shall be entitled to vote to the fullest extent permitted under the District of Columbia Nonprofit Corporation Act. Qualifications for membership shall be defined in the bylaws.
FIFTH: The management, affairs, business, and concerns of the corporation shall be conducted in accordance with its bylaws. The Bylaws may provide, with respect to the directors, for their qualifications; for their number; for the place, time, method and manner of their nomination and election or alternates; for their term of office; for filling of vacancies; for their meetings; and, generally, for their rights, powers, duties, privileges, and restrictions.
SIXTH: 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 Third hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by the Internal Revenue Code), 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.
SEVENTH: The corporation is not organized for pecuniary profit, shall not have the authority to issue capital stock, and shall not have the authority to pay any dividends. The corporation shall be operated on a nonprofit basis in furtherance of its corporate purposes, and any surplus shall be used to further such purposes.
EIGHTH: The address, including street and number, of the initial registered office of the corporation is 2101 Constitution Ave. N.W., Washington, D.C. 20418, and the name of the initial registered agent at such address is Carol L. Harless, a resident of the District of Columbia.
NINTH: The number of directors constituting the initial board of directors is three (3), and the names and addresses, including street and number and zip code of the persons who are to serve as directors until the first annual meeting or until their successors are elected and shall qualify are: Michel Lavalou, CADAS 23, Quai de Conti Paris 75006, France Jaakko Ihamuotila, FACTE Mariankatu 8 B 11 FIN-00170, Helsinki, Finland William C. Salmon 3601 N. Peary Street Arlington, VA 22207 The terms of the initial directors shall be until their successors are chosen in the manner provided by the Bylaws of the corporation.
TENTH: Upon the dissolution of this organization, assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to an organization exempt from federal taxation under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code; otherwise, all assets shall be distributed exclusively 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, which are similar to the corporation’s purposes, in such manner and to such entities as the Board of Directors shall determine.
ELEVENTH: The name and address, including street and number and zip code, of each incorporator are:
Susan E. Dorn 7008 40th Avenue University Park, MD 20782
Carol L. Harless 2101 Constitution Ave. N.W. Washington, D.C. 20418