Draft Articles of Incorporation
Instruction Sheet for Articles of Incorporation for NonProfit Corporation to be filed the District of Columbia Government, Department of Consumer & Regulatory Affairs, Corporations Division
1. State the name the corporation.
OpenStreetMap U.S., Inc.
2. State that the term of existence is as perpetuity.
3.Describe the corporations specific purposes.
1. The general purpose of the Chapter shall be to promote the creation, maintenance and usage of OpenStreetMap data, especially within the United States, in the local community, by: (i) Education of interested parties in the methods and techniques utilized to contribute to OpenStreetMap (ii) Outreach to the media to further make the the public aware of the OpenStreetMap (iii) Maintenance, data collection and bulk importation of geographic data focusing primarily in the United States. (iv) Coordination with local jurisdiction to obtain permission to bulk import data. (how is this different than #3) 2. The Chapter shall be established as a not for profit organization under the laws of (need to decide where)
4. Describe whether the corporation will have members or not.'
• The of classes the members shall be divided into and the names of such classes:
The Chapter shall be organized as a "member" organization. There shall be three classes of Members: (i) Regular Members (ii) Associate Members (iii) Honorary Members
• The qualifications and rights of the members of each class:
Membership is not required for participation in public activities or special events of the Chapter.
All individuals and organizations falling within the defined scope of this Chapter shall be eligible for membership, and no one can be denied membership unless the Board of Directors or a committee duly designated or organized for such purpose has determined that such exclusion is warranted for reasons of just cause. Any individual denied membership for whatever reason after such procedures shall be entitled to appeal such denial to the President.
Membership in the Chapter shall be open to all persons upon request and payment of dues.
Dues amounts shall be determined by the Board of Directors of the Chapter. The Board of Directors (or a committee designated by the Board of Directors) may establish multiple levels of Chapter membership dues, including but not limited to standard membership dues, and special dues for students, corporations, not-for-profit organizations, and any other category designated by the Board of Directors or any committee designated or organized for such purpose.
• State whether the members will have voting rights or not:
5. Describe the manner in which directors shall be elected or appointed.
1. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Chapter shall be managed under, the direction of the Board of Directors. 2. The number of Directors shall be no less than four (4) and no more than nine (9) valid Chapter members. The President shall preside at all meetings of the Board of Directors and shall carry out any other duties deemed necessary by the Board of Directors. 3. The Board shall meet at least four (4) times per year, and attend special meetings called by the President. These meetings may coincide with the general membership meetings. Directors are required to attend meetings of such board; if a Director is absent three times within a 12-month period, without being excused by the President, the Director will be deemed to have resigned and the position declared vacant. A Director may participate in a meeting of such board by means of a conference telephone or online, by means of which all persons participating in the meeting can communicate with each other at the same time. 4. The members of the Board of Directors shall be elected as follows: (i) Prior to the incorporation of the Chapter, the Chapter's predecessor group shall have selected by consensus individuals to serve as incorporators of the Chapter, who shall also have appointed themselves the first Board. The first Board shall serve in the interim for such time until the second Board is elected. (ii) At the first organizational meeting of the regular membership of the Chapter, nominations for proposed members of the Board of Directors shall be made by the membership, and elections shall take place within a three (3) month period, electing the second Board. The term for each seat on the second Board (and each subsequent Board) shall be one (1) year. (iii) After the election of the Board and within six months prior to the expiration of the one year term of the Board, proposed nominations for the new Board shall be made by the regular membership of the Chapter.
6. Describe the regulation of internal affairs of the corporation.
• Describe the manner of the dissolution or final liquidation of the corporation in which remaining assets of the corporation shall be distributed.
1. The Board of Directors shall elect from among its members a President. The Board of Directors shall also elect a Secretary and Treasurer, who do not need to be Directors. The Board of Directors may also elect individuals to substitute in the absence of certain officers or to assist them (such as a Vice President position), or to create other officer positions with specific duties (such as a Press Officer position), subject to its discretion; these officers also do not need to be Directors. With the exception of the Secretary and the Treasurer, no one person can hold two officer positions listed here at the same time. The Board of Directors may also create officer positions to be directly elected by the Chapter membership or classes thereof, especially delegate-type officer positions for establishing representation of the Chapter in broader forums. 2. The duties of the officers shall be as follows: (i) The President. The President shall be the principal Officer and shall be generally responsible for leading the Chapter and managing its activities in accordance with the policies and procedures of these Bylaws. The President shall be elected by the Board, and shall preside at all meetings of the general membership of this Chapter. (ii). Secretary. The Secretary shall keep the minutes of all Chapter and Board of Directors meetings, and shall be responsible for preparing the Annual Chapter Report for presentation to the Chapter at the Annual Business Meeting. (iii). Treasurer. The Treasurer shall collect dues, pay all bills, and maintain the Chapter's financial records. The Treasurer shall also prepare the Chapter's Annual Financial Report for presentation to the Chapter at the Annual Business meeting. The Treasurer will also present the annual budget at said meeting. 3. Contracts. Contracts shall only be entered into by the Chapter as follows: (i) all agreements must be in writing and duly recorded in the minutes; (ii) all agreements must be within the Chapter's budget as certified in writing by the Treasurer; and (iii) both the President and the Treasurer must act as signatories on behalf of the Chapter for any such agreement or contract to be deemed as binding on the Chapter. This binding signatory requirement may only be modified by the Board of Directors. 4. Disbursements/Expenditures. Disbursements from the Treasury for Chapter expenditures shall be made by the Treasurer. Any other Officer may have such authorization only if approved by the Board of Directors. All such expenditures shall be included in the relevant minutes of the general Chapter meeting. Any disbursements outside the budget must be approved by the Board of Directors. 5. Modification of Duties: The duties set forth in this Article for each office are only general in nature, and the Board of Directors or any other committee duly designated or organized for such matters may modify the duties of each officer as it deems appropriate.
7. Name the Registered Agent and give the address of the registered office in the District Columbia: (Attach form RA-1 for RA's consent to articles).
8. State the number of initial directors constituting the initial board of directors and the name and address of the individuals who are to serve as directors until the first annual meeting or until successor is elected. (You must have at least three directors.)
9. List the incorporators' names and physical addresses and give the total incorporators. (You must have at least three incorporators)
10. Each Incorporator must sign and date the articles. Incorporator's signatures must be notarized before filing articles of incorporation.