|Articles of Incorporation||
ARTICLES OF INCORPORATION
FIRST: The undersigned, Paul T. Glasgow, whose post office address is Venable, Baetjer and Howard, LLP, One Church Street, Fifth Floor, Rockville, Maryland 20850, being over eighteen (18) years of age and acting as incorporator, hereby forms a nonstock corporation under the Maryland General Corporation Law.
SECOND: The name of the corporation (which is hereinafter called the "Corporation") is:
THIRD: The Corporation 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 "Code") and specifically as follows:
(a) To promote communications between and among citizens, community groups, businesses and the city government of Rockville, Maryland by building, establishing, and maintaining a Rockville community network;
(b) To enable and promote broad participation in Rockville's civic life and to enhance the community of Rockville socially, culturally, educationally and economically by providing access to the community network;
(c) To remove the physical, economic and procedural barriers restricting access to the Internet by residents of Rockville;
(d) To provide the residents of Rockville with Internet classes and personal telephone and online computer support to encourage the widest possible use of the network by the Rockville community;
(e) To provide community groups and the city government of Rockville with access to the community network;
(f) To establish and promote discussion groups on the Internet regarding issues uniquely related to the Rockville community between and among citizens, community groups, businesses, and the city government of Rockville and;
(g) To establish and promote universal access to e-mail and local information sources for residents of Rockville;
(h) To have and to exercise to the extent necessary or desirable for the accomplishment of any of the aforesaid purposes, and to the extent that they are not inconsistent with the charitable purposes of the Corporation, any and all powers conferred upon nonstock corporations by the Maryland General Corporation Law.
FOURTH: The post office address of the principal office in this State is 111 Maryland Avenue, Rockville, Maryland 20850. The resident agent of the Corporation in this State is The Corporation Trust Incorporated, whose post office address is 32 South Street, Baltimore, Maryland 21202.
FIFTH: The Corporation is not authorized to issue any capital stock.
SIXTH: The business and affairs of the Corporation shall be managed under the direction of its Board of Directors, consisting initially of the following persons:
Robert W. Ekman
Gail Wisan Muren
John M. Herman
Stanley A. Klein
Barbara L. Maia Goldstein
Randall Gene Gentry
Robert W. Skinner
Directors holding office from time to time shall constitute the members of the Corporation. Directors shall be elected by the existing directors for such terms as the Bylaws may provide. The number of directors may be increased or decreased in the manner provided in the Bylaws but shall never be less than three.
SEVENTH: The powers of the Corporation shall be subject to the following terms, provisions and limitations:
(a) No part of the net earnings of the Corporation shall inure to the benefit of any member, director or officer of the Corporation, or any private person, except that reasonable compensation may be paid for services actually rendered to or for the Corporation, and no member, director or officer of the Corporation, or any private person shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. Except as provided and permitted under Sections50l(h) and 4911 of the Code, 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 publication or distribution of statements) any political campaign on behalf of any candidates for public office.
(b) Notwithstanding any other provisions of these Articles, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(3) of the Code or by an organization, contributions to which are deductible under Section 170(c)(2) thereof.
(c) In the event of the liquidation, dissolution or winding up of the Corporation in any manner or for any reason whatever, all of the assets of the Corporation after the payment of the obligations and liabilities of the Corporation shall be transferred to one or more domestic or foreign corporations or associations as may be selected by the Corporation's directors; provided, further, however, that any transferee corporation shall qualify under the provisions of Section 501(c)(3) of the Code.
(d) To the maximum extent that limitations on the liability of directors and officers are permitted by the Maryland General Corporation Law and the Code and regulations thereunder, all as from time to time amended, no director or officer of the Corporation shall have any liability to the Corporation or its members for money damages. This limitation on liability applies to events occurring at the time a person serves as a director or officer of the Corporation whether or not such person is a director or officer at the time of any proceeding in which liability is asserted. No amendment or repeal of this paragraph, or the adoption of any provision of the Corporation's Charter inconsistent with this paragraph, shall apply to or affect in any respect the liability of any director or officer of the Corporation with respect to any alleged act or omission which occurred prior to such amendment, repeal or adoption.
(e) To the maximum extent permitted by the Maryland General Corporation Law and the Code and regulations thereunder, all as from time to time amended, the Corporation shall indemnify its currently acting and its former directors against any and all liabilities and expenses incurred in connection with their services in such capacities, shall indemnify its currently acting and its former officers to the full extent that indemnification shall be provided to directors, and shall indemnify its employees and agents and persons who serve and have served, at its request as a director, officer, partner, director, employee or agent of another corporation, partnership, joint venture or other enterprise. The Corporation shall, also to the same extent, advance expenses to its directors, officers and other indemnified persons, if any, and may by Bylaw, resolution or agreement make further provision for indemnification of directors, officers, employees and agents. No amendment or repeal of this paragraph, or the adoption of any provision of the Corporation's Charter inconsistent with this paragraph, shall apply to or affect in any respect the indemnification of any director or officer of the Corporation with respect to any alleged act or omission which occurred prior to such amendment, repeal or adoption.
(f) Notwithstanding any provision of law requiring any action to be taken or authorized by the affirmative vote of a greater proportion of the votes of the directors, such action shall be effective and valid if taken or authorized by the affirmative vote of a majority of the directors then in office, except as otherwise provided in this charter.
EIGHTH: The Corporation reserves the right to make from time to time, by the vote or written assent of a majority of its directors, any amendments to these Articles which may now or hereafter be authorized by law.
IN WITNESS WHEREOF, the undersigned incorporator has signed these Articles of Incorporation on the 25th day of June, 1997 and has acknowledged the same to be the act of such incorporator.
Christine M. Collins
Paul T Glasgow (SEAL)
Paul T. Glasgow, Incorporator
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Last Updated: October 10, 1997