|Clan Fergusson Society of North America, Inc.|
|ARTICLES OF INCORPORTATION (AS AMENDED)|
1. Thomas George Ferris, whose post office address is 10616 Seneca Spring Way, Gaithersburg, Maryland 20879, being of at least eighteen (18) years of age, hereby form a corporation under and by virtue of the General laws of the State of Maryland.
The name of the corporation (which is hereafter referred to as the “Corporation”) is Clan Fergusson Society of North America, Inc.
The purposes for which the Corporation is formed are:
1)To collect, preserve and promote interest in and study of literary, historical and genealogical records and documents and relics relating to the history of the Clan Fergusson and/or Scotland.
2)To honor our Scottish heritage and to inspire among our members and descendants, the pride and spirit of our Scottish ancestors and to perpetuate and present and disseminate to the public for the present and future, those traditions, values, qualities and attitudes from the past which have proven to be of sound social benefit.
3)To come to the relief of the poor and distressed and to provide for the advancement of education and science.
The post office address of the principal office of the Corporation in this State is: 10616 Seneca Spring Way, Gaithersburg, Maryland 20879.
The name and post office address of the Resident Agent of the Corporation in the State are: Thomas George Ferris, 10616 Seneca Spring Way, Gaithersburg, Maryland 20879. Said Resident Agent is an individual residing in this State.
The Corporation shall have no stock and shall have no authority to issue capital stock. The qualifications for membership and other matters relating to its members shall be as set forth in the By-Laws of the Corporation.
The number of directors of the Corporation shall be sixteen (16), four of which shall be the officers of the Corporation. The elections, tenure and conditions of the office of the directors shall be as set forth in the By-Laws of the Corporation.
The Corporation is organized exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations under Section 501(c)(3) of the United States Internal Revenue Code (or the corresponding section of any future Federal tax code).
No part of the net income of the Corporation shall inure to the benefit of, or be distributed to, its members, trustees, 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 pursuant to Section 501(c)(3) of the United States Internal Revenue Code. No substantial part of the activities of the Corporation shall include 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, or in opposition to, any candidate for public office.
Notwithstanding any other provision of these Articles, the Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the United States Internal Revenue Code (or the corresponding section of any future Federal tax code), or (b) by a corporation, distributions to which are deductible under Section 170(c)(2) of the United States Internal Revenue Code (or the corresponding section of any future Federal tax code).
Upon the dissolution of this Corporation assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government for a public purpose.
IN WITNESS WHEREOF: The Clan Fergusson Society of North America, Inc., has caused these presents to be signed in its name and on its behalf by its President and attested by its Secretary on the 29th day of November 1990.
ATTEST: Clan Fergusson Society of North America, Inc.
Angus H. Ferguson
Miller D. M. F. Dial
THE UNDERSIGNED, President of the Clan Fergusson Society of North America, Inc., who executed on behalf of said Corporation, the foregoing Articles of Amendment, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles of Amendment to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.
Angus H. Ferguson