Articles of Incorporation
Adopted by Membership March 2001
Name • Purpose • Membership • Ethics • Amendments • Duration & Dissolution • Registered Agent
The name of this organization shall be the Society of Quality Assurance, Incorporated. The organization shall be a nonprofit corporation, incorporated under the District of Columbia Nonprofit Corporation Act, D.C. Code #29-501 et. seq.
The purpose of the Society shall be to provide a forum for the discussion and exchange of ideas by facilitating the acquisition, dissemination, and utilization of knowledge in quality assurance. The Society shall also promote the profession through the encouragement of interest within and cooperation with governmental, industrial, educational, and other professional bodies and through the fostering of high professional standards.
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 hereinabove set forth. 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 contained herein, the corporation is organized exclusively for such charitable, religious, educational, and scientific purposes as qualify as exempt corporations under section 501(c)(6) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
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)(6) 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 (or the corresponding provision of any future United States Internal Revenue Law).
Section 1. There shall be classes of membership as described in the Bylaws set forth by the corporation.
Section 2. Each Active member of the Society shall be entitled to vote on all matters pertaining to the affairs of the Society. Voting rights of membership shall be as established from time to time by the Bylaws.
Members of the Society shall comport themselves in an ethical manner in their professional activities. Members are expected to uphold the principles of the Society and to represent accurately their membership therein. The Board of Directors shall recommend to any meeting of the membership, a Code of Ethics of the Society, which shall be adopted pursuant to Section 7, Article Third. The Board of Directors shall have the right to revise and update the Code of Ethics in accordance with the principles of the Society so long as it is published and distributed to the membership from time to time.
Proposed changes in the Articles of Incorporation may be submitted at any time by any member in good standing. The Articles of Incorporation and Bylaws Committee shall review all proposed changes and submit its recommendations in writing to the Board of Directors at least two months prior to the annual meeting. Upon approval by a majority vote of the Board of Directors, the Secretary shall send written notice of the proposed changes to all Active members of the Society for mail balloting at least one month in advance of the annual meeting. A two-thirds vote of the ballots cast shall be required for adoption.
Duration and Dissolution
The Society shall continue as a corporation until a proposal for dissolution shall be passed by the Board of Directors and the Active members of the Society. For purposes of notice and voting requirements, any such proposal shall be treated as an amendment to these Articles and shall comply with the provisions of Article Fifth hereof.
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all 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 exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(6) 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 such assets shall be disposed of by the Court of Competent Jurisdiction of the county or district in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
The Corporation's initial registered office shall be C.T. Corporations System, Fourth floor, 1025 Vermont Avenue, N. W., Washington, DC 20005. The registered agent of the Corporation shall be subject to such change as the Board of Directors of the Society determines is necessary.