Humanitarian OSM Team/U.S. Articles of Incorporation

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Please note, the proposed Amendments to the Articles of Incorporation for the Dec 2011 Ballot are attached to the bottom of this page


ARTICLES OF INCORPORATION FOR HUMANITARIAN OPENSTREETMAP TEAM UNITED STATES INC

INTRODUCTION

We, the undersigned national persons of the age of twenty-one or more, acting as incorporators of a corporation, adopt the following Articles of Incorporation for such corporation persuant to the District of Columbia Nonprofit Corporation Act (D.C. Code, 2001 edition, Title 29, Chapter 3).

FIRST: NAME

The name of the Corporation is Humanitarian OpenStreetMap Team United States Inc

SECOND: DURATION

The period of duration is perpetual.

THIRD: PURPOSE

Said corporation is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. The mission of the corporation is to promote the creation, maintenance and usage of free geodata for humanitarian response and economic development.

FOURTH: MEMBERS

Humanitarian OpenStreetMap Team United States shall be organized as a “member” organization with one class of membership.

FIFTH: DIRECTORS, QUALIFICATIONS AND ELECTIONS

Directors must be voting members elected based on provision specified in the bylaws.

SIXTH: MANAGEMENT OF AFFAIRS

The management, affairs, activities, 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.

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 these articles. 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 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: DISSOLUSION

Upon the dissolution of the corporation, assets shall be transferred to the OpenStreetMap Foundation Ltd, a company incorporated by the registrar of companies for England and Wales on August 22nd, 2006 as a company limited by guarantee with company number 5912761.

EIGHTH: INITIAL REGISTERED AGENT

The initial registered agent of Humanitarian OpenStreetMap Team United States is:

NINTH: INITIAL DIRECTORS

The number of directors constituting the initial Board of Directors shall be five (5), and the names and addresses, including street and number of the persons who are to serve as the Directors until the annual meeting or until their successors are elected and qualify are:

TENTH: INCORPORATORS

The names and addresses, including street and number, of each incorporator is:


(1)Kathleen A. Chapman

(2)Robert Soden

(3)


IN WITNESS WHEREOF, the incorporators hereof have signed these Articles of Incorporation this (date of incorporation).



DISTRICT OF COLUMBIA

The undersigned, a notary public in and for the District of Columbia, hereby certifies that on this (date of incorporation), personally appeared before me, Kate Chapman, Robert Soden and …. who, being by me first duly sworn, declared that they signed the foregoing Articles of Incorporation.


Notary Public

My commission expires: ____________________, 20___


Proposed Articles of Amendment, December 2011

File:HOT 201112 ARTICLES OF AMENDMENT.odt