ARTICLES OF INCORPORATION OF
RADIO AMATEUR SATELLITE CORPORATION (As Amended)
Original Articles Date: February 27, 1969.
To: The Recorder of Deeds, D.C.
We, the undersigned natural persons of the age of twenty-one years or more, acting as incorporators of a corporation adopt the following Articles of Incorporation for such corporation pursuant to the District of Columbia Non-profit Corporation Act:
FIRST: The name of the corporation is Radio Amateur Satellite Corporation.
SECOND: The period of duration is perpetual.
THIRD: Said corporation is organized exclusively for scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue Law).
The scientific purposes for which said corporation is organized shall be the carrying on of scientific research in the public interest by the means of:
A. Developing and providing satellite and related equipment and technology used or useful for amateur radio communication and to conduct experiments by suitably equipped amateur radio stations throughout the world on a non-discriminatory basis.
B. Encouraging development of skills and the advancement of specialized knowledge in the art and practice of amateur radio communications and space science.
C. Fostering international goodwill and cooperation through joint experimentation and study, and through the wide participation in these activities on a noncommercial basis by radio amateurs of the world.
D. Facilitating communications by amateur satellites in times of emergency.
E. Encouraging the more effective and expanded use of the higher frequency amateur radio frequency bands.
F. Disseminating scientific and technical information derived from such communications and experimentation, and encouraging publication of such information in treatises, theses, publications, technical journals or other public means.
G. Conducting such lawful activities as may be properly incident to or aid in the accomplishment of provisions A-F hereinabove, and which are consistent with the maintenance of tax-exempt status pursuant to Section 501(c) of the Internal Revenue Code.
FOURTH: The Corporation is to have members.
FIFTH: The Corporation is to be divided into two classes of members. The designation of each class of members, the qualifications and rights of the members of each class and conferring, limiting, or denying the right to vote are as follows:
A. A Member shall be a person who demonstrates interest in furthering the goals of the corporation by paying dues and submitting an application in such form and manner as may be prescribed by the Board of Directors as provided in the Bylaws. A Member shall have the opportunity to participate in the activities of the corporation, and shall be entitled to one vote for each position to be filled in the election of Directors. In addition, any five Members may nominate a Member or Members as candidates for election to the Board of Directors in such manner as shall be specified in the Bylaws.
B. A Member Society shall be a recognized group, club or organization consisting of at least five natural persons, which demonstrates interest in furthering the goals of the corporation by paying dues and submitting an application in such form and manner as may be prescribed by the Board of Directors as provided in the Bylaws. A Member Society shall be entitled to nominate a Member or Members as candidates for the Board of Directors in such manner as shall be specified in the Bylaws.
SIXTH: The Board of Directors shall be Members nominated and elected in the manner specified herein and in the Bylaws. The Board of Directors shall have control over the property and affairs of the corporation. It shall establish policy of the corporation.
SEVENTH: The Board of Directors shall elect Members as officers of the corporation in the manner specified in the Bylaws. Such officers shall carry out the mandates and directives of the Board of Directors, and shall perform such duties as the Board of Directors shall determine.
EIGHTH: The address of the initial registered office of the corporation is: 950 L’Enfant Plaza South, S.W., Washington, D.C. 20024, and the name of the corporation’s initial registered agent at this address is: Dr. Perry I. Klein.
NINTH: Five Directors shall constitute the initial Board of Directors. 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: George V. Kinal, 2449 P Street, N.W., Washington, D.C. 20007; Jan A. King, #705, 8150 Lakecrest Drive, Greenbelt, Maryland 20770; Perry I. Klein, #605, 201 Eye Street, S.W., Washington, D.C. 20024; C. A. Petry, 1526 Farrell Street, Crofton, Maryland 21113; James D. Puglise, 2506 Lindell Street, Silver Spring, Maryland 20902.
TENTH: The name and address of each incorporator is: George V. Kinal, 2449 P Street, N.W., Washington, D.C. 20007; Jan A. King, #705, 8150 Lakecrest Drive, Greenbelt, Maryland 20770; Perry I. Klein, #605, 201 Eye Street, S.W., Washington, D.C. 20024; C. A. Petry, 1526 Farrell Street, Crofton, Maryland 21113; James D. Puglise, 2506 Lindell Street, Silver Spring, Maryland 20902.
ELEVENTH: No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, 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 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 the publishing or distribution of statements) any political campaign on behalf of 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 of 1954 (or the corresponding provision of any future United States Internal Revenue Law), or
(b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
TWELFTH: Upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed of by the United States District Court for the District of Columbia, exclusively for such purposes or to such organization or organizations, as said Court shall determine which are organized and operated exclusively for such purposes.
THIRTEENTH: The Bylaws of the corporation shall be adopted by at least a majority vote of the Board of Directors or as set forth in the Bylaws. Amendments to the Bylaws shall be by such procedure as shall be specified therein, provided that any amendment must be approved by at least a required majority vote of the Board of Directors.
Date: February 27, 1969.
/s/ George V. Kinal
/s/ Jan A. King
/s/ Perry I. Klein
/s/ C. A. Petry
/s/ James D. Puglise
Reviewed and compared with existing printed versions for accuracy and completeness June 1st, 2014.
Alan P. Biddle
AMSAT Corporate Secretary