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Articles of Incorporation
The undersigned, pursuant to Chapter 10 of Title 13.1 of the Code of Virginia, hereby executes the following Articles of Incorporation and set forth:
ARTICLE I NAME: The name of the corporation is SECURITY ANALYSIS AND RISK MANAGEMENT ASSOCIATION.
ARTICLE II MEMBERS: The Corporation will have such members and membership classifications as are established from time to time by the Board of Directors.
ARTICLE III
DIRECTORS: The affairs of the Corporation shall be managed by the Board of Directors:
(a) The number of Directors of the Corporation shall be no less than five (5) nor more than Nineteen (19). The number of Directors may be increased or decreased from time to time by amendment to the By-laws.
1. In the event of a vacancy prior to the next membership meeting, the Directors may elect the successor who will serve until the next election of directors by the Membership, at which time the Members shall elect the successor for the vacancy. Otherwise, the Members of the Association shall elect the successors for all Directors whose term of office has expired.
1. The regulation of internal affairs of the Corporation, and the amendment of these Articles of Incorporation, shall be as provided for by the Bylaws.
ARTICLE IV
REGISTERED OFFICE AND AGENT: The address of the initial registered office is 10482 Armstrong Street. The name of the City in which the initial registered agent is located is Fairfax, Virginia. The name of the corporation's initial registered agent is Robert B. Baumgartner who is a resident of Virginia and who is an attorney who is a member in good standing of the Virginia State Bar.
ARTICLE V
PURPOSES: This Corporation is formed for all purposes permitted by law that are consistent and permitted to qualify as a tax exempt corporation under 501 (3)(6) of the Internal Revenue Code, including for such purposes as the making of distributions to organizations under 501(3)(c) (3) and (6) of the Internal Revenue Code (or the corresponding section of future Federal tax code). The purposes of the Corporation will include, but not be limited:
1. To provide an association of individuals and organizations having a professional interest in the development of standards and methodologies to bring uniformity to the risk management industry through collaboration and the exchange of ideas;
(ii) To provide strategic guidance for the field of security risk management including, without limitation, identifying best practices in the field, providing for expert review of methodological concepts and approaches, and acting as a governing authority for voluntary professional standards;
1. To support the professional development of security risk management practitioners through risk management training, education and certification to ensure the quality and robustness of security risk management professionals and the various methodologies in use in the industry.
(iv) To promote and improve the communication, dissemination and use of such information and knowledge for the benefit of its members and the people and organizations they serve;
(v) To engage in any other activity permitted to be engaged in by corporations: (a) exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as the same may be amended or supplemented (the "IRC"); (b) formed under the Commonwealth of Virginia Non-Stock Corporation Act, as the same may be amended or supplemented (the "Act").
(vi) To assist other charitable and educational organizations in the conduct of similar activities related to the Corporation;
(vii) To establish such offices as may be necessary to accomplish the above purposes; and
(ix) To engage in any and all lawful activities incidental to the foregoing purposes except as restricted herein.
ARTICLE VI
POWERS: In order to accomplish the foregoing charitable and educational purposes, and for no other purpose or purposes, the corporation shall also have the power to:
(a) sue and be sued;
(b) make contracts;
(c) receive property by devise or bequest, subject to the Bylaws regulating the transfer of property by will, and otherwise acquire and hold all property, real or personal, including shares of stock, bonds and securities of other corporations;
(d) convey, exchange, lease, mortgage, encumber, donate or otherwise dispose of all property, real or personal; and
(e) do all other acts necessary or expedient for the administration of the affairs and attainment of the purposes of the corporation in accordance with Chapter 10 of Title 13.1 of the Virginia Code; provided, however, that the corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of the corporation.
ARTICLE VII
GENERAL PROVISIONS:
(a) No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to, its members, members of the Board of Directors, officers, or other private persons, except that the Corporation is authorized and empowered to pay reasonable compensation for services rendered.
(b) 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 concerning) any political campaign on behalf of any candidate for public office.
(c) Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt under Section 501(c)(6) of the Code.
ARTICLE VIII
DISSOLUTION: On the dissolution of this Corporation, its assets remaining after payment, or provisions for payment, of all debts and liabilities of this Corporation shall be distributed exclusively for purposes within the intendment of 501(c)(3) or (6) of the Code.
ARTICLE IX
LIMITATION OF LIABILITY:
A. In any proceeding brought by or in the right of the Corporation, or brought by or on behalf of the members of the corporation, the damages assessed against an officer or director arising out of a single transaction, occurrence, or course of conduct shall not exceed One hundred dollars ($100.00) or the amount of the cash compensation received by the officer or director from the corporation during the twelve months immediately preceding the act or omission for which liability was imposed.
B. In the event the Corporation is exempt from income taxation under Section 501 (c) of the Internal Revenue Code, the damages assessed in any proceeding against an officer or director for his services as such arising out of a single transaction, occurrence or course of conduct shall not exceed the amount of compensation received by the officer or director from the Corporation during the twelve months immediately preceding the act or omission for which liability was imposed. An officer or director who serves without compensation for his services shall not be liable for damages in any such proceeding.
ARTICLE X
INITIAL DIRECTORS: The initial board of directors consists of five (5) members and their names and address are:
Ed Jopeck (2330 Orchid Street, Honolulu, HI 96816)
Kenneth Knox, Ph.D. (4031 Kristanna Drive, Panama City, FL 32405)
Arion Pattakos (4216 Knowles Ave., Kensington, MD 20895)
Geoffrey French (4323 Birchlake Ct., Alexandria, VA 22309)
Irwin M. Pikus, Ph.D. (10324 Thornbush Lane, Bethesda, MD 20814)
Robin L. Dillon-Merrill, Ph.D. (934 Welham Green Road, Great Falls, VA 22066)
Lisa Bendixen (3 Brook Trail Road, Wayland, MA 01778)
________________ ____________________________________
Date Incorporator
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