Articles of Incorporation

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ARTICLES OF INCORPORATION
OF
MONTGOMERY COUNTY BEEKEEPERS ASSOCIATION INC.

(A Maryland Nonstock Corporation)

FIRST. The undersigned, James P. Fraser, whose address is 24228 Club View Drive, Gaithersburg, Maryland 20882, being at least eighteen (18) years of age, does hereby form a corporation under the laws of the State of Maryland.

SECOND. The name of the corporation (hereinafter the "Corporation") is MONTGOMERY COUNTY BEEKEEPERS ASSOCIATION INC.

THIRD. The Corporation shall be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended (“the Code”). The purposes for which the Corporation is formed are to: (a) provide instruction or training to individuals with a view to improving or developing their capabilities in beekeeping; and (b) provide instruction or training to the public on beekeeping and related matters useful to the individual and beneficial to the community.

In furtherance thereof, the Corporation may receive property by gift, devise or bequest, invest and reinvest the same, and apply the income and principal thereof, as the Board of Directors may from time to time determine, either directly or through contributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code, exclusively for charitable or educational purposes, and engage in any lawful act or activity for which corporations may be organized under the general laws of the State of Maryland.

The Corporation is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code.

FOURTH. The street address of the principal office of the corporation in Maryland is 24228 Club View Drive, Gaithersburg, Maryland 20882.

FIFTH. The name of the resident agent of the Corporation in Maryland is Christopher R. Costa, whose address is Christopher R. Costa, LLC, 9712 Elrod Road, Kensington, Maryland 20895.

SIXTH. The Corporation has no authority to issue capital stock.

SEVENTH. The governing body of the Corporation shall be the Board of Directors and their successors in office. Provisions relating to directors, officers and/or members of the Corporation shall be as provided in the Bylaws of the Corporation.

EIGHTH. The number of directors of the Corporation shall be at least one (1), which number may be increased or decreased pursuant to the Bylaws of the Corporation. The names of the directors who shall act until the first annual meeting and until their successors are duly elected and qualify are: James P. Fraser.

NINTH. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to any director or officer, or any other private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to and for the Corporation and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof.

No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise permitted by Section 501(h) of the Code and in any corresponding laws of the State of Maryland), and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements concerning) any political campaign on behalf of, or in opposition to, any candidate for public office.

During such period, or periods, of time as the Corporation is treated as a “private foundation” pursuant to Section 509 of the Code, the Corporation will distribute its income for each tax year a time and in a manner as not to become subject to the tax on undistributed income under Section 4942 of the Code, the Corporation will not engage in any act of self-dealing as defined in Section 4941(d) of the Code, the Corporation will not retain any excess business holdings as defined in Section 4943(c) of the Code, the Corporation will not make any investments in a manner as to subject it to tax under Section 4944 of the Code, and the Corporation will not make any taxable expenditures as defined in Section 4945(d) of the Code.

Notwithstanding any other provision of these Articles, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the Corporation’s charitable and educational purposes, within the meaning of Section 501(c)(3) of the Code.

TENTH. In the event of dissolution or final liquidation of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities and obligations of the Corporation and for necessary expenses thereof, dispose of all of the remaining assets of the Corporation for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code (to one or more organizations at that time exempt under Section 501(c)(3) of the Code), or to the federal government, or to a state or local government for a public purpose. Any of such assets not so disposed of shall be disposed of by a Court of competent jurisdiction of the county 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. In no event shall any of such assets be distributed to any director or officer, or any private individual.

ELEVENTH. The Corporation may indemnify its present or former directors, officers, employees and/or agents as permitted by and in accordance with Section 2-418 of the Maryland General Corporation Law, as may be amended, upon a determination by the Board of Directors (with advice of its independent legal counsel (who may be regular counsel for the Corporation)) with reference to applicable statutory standards; provided, however, such indemnification shall only be to the extent permitted of organizations exempt under Section 501(c)(3) of the Code.