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Articles of Incorporation
(Amended and Restated Articles of Incorporation -- Adopted June 17, 2009)
The undersigned, pursuant to the Virginia Nonstock Corporation Act, located at Chapter 10 of Title 13.1 of the Code of Virginia, as the same may be amended or supplemented (the Act), hereby executes the following Articles of Incorporation and sets forth:
ARTICLE I
NAME: The name of the corporation (which is hereafter referred to as 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 in the Bylaws of the Corporation. The members will have such qualifications and voting or other rights as defined in the Bylaws.
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) and no more than nineteen (19) and shall be fixed in the Bylaws. The number of Directors may be increased or decreased from time to time by amendment to the Bylaws. Each Director shall be elected for a term of two (2) years.
(b) The members of the Corporation shall elect the Directors, including successors for any Director whose term of office has expired, at the membership meeting. In the event of a Director vacancy prior to a membership meeting where Directors are to be elected, the Directors may elect a successor who will serve until the next election of Directors by the membership, at which time the members shall elect a successor for the vacancy.
(c) The regulation of the internal affairs of the Corporation shall be as provided for in the Bylaws.
ARTICLE IV
REGISTERED OFFICE AND AGENT: The name and address of the registered agent and office in the Commonwealth of Virginia is Incorporating Services, Ltd., 7288 Hanover Green Dr., Mechanicsville, Virginia 23111.
ARTICLE V
PURPOSES: This Corporation is formed for all purposes permitted by law that are consistent and permitted for the Corporation to qualify as a tax exempt corporation under 501(c)(6) of the Internal Revenue Code of 1986, as the same may be amended or supplemented (the Code ), including for such purposes as the making of distributions to organizations under 501(c)(6) of the Code. The purposes of the Corporation will include, but not be limited:
(a) 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;
(b) 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;
(c) 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;
(d) 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;
(e) To engage in any other activity permitted to be engaged in by corporations: (1) exempt from federal income tax under Section 501(c)(6) of the Code and (2) formed under the Act;
(f) To assist other charitable and educational organizations in the conduct of similar activities related to the Corporation;
(g) To establish such offices as may be necessary to accomplish the above purposes; and
(h) To engage in any and all lawful activities incidental to the foregoing purposes except as restricted herein.
Notwithstanding any of the above statements of purposes, the Corporation shall not engage in any activities or exercise any powers, whether express or implied, so as to disqualify the Corporation from exemption from federal income tax under section 501(a) of the Code by reason of being an organization described in section 501(c)(6) of the Code and exemption from Virginia income tax by reason for being an organization described in the Act.
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 the Act; 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) 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: Upon 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 pursuant to 501(c)(3) or (6) of the Code.
ARTICLE IX
LIMITATION OF LIABILITY; INDEMNIFICATION:
(a) The personal liability of the officers, Directors, committee members and employees of the Corporation is hereby eliminated to the fullest extent permitted by the Act and the Code.
(b) The Corporation shall, to the fullest extent permitted by the Act and the Code, indemnify and hold harmless each officer, Director, committee member and employee of the Corporation from and against any and all liabilities, costs and expenses (including attorneys fees and expenses) reasonably incurred by him or her or on his or her behalf in connection with any legal action or proceeding to which he or she may be a party by reason of his or her being or having been an officer, Director, committee member or employee of the Corporation, or by reason of any action alleged to have been taken or omitted by him or her in such capacity. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any agreement, vote of disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in any other capacity while holding such office. Such indemnification shall continue as to a person who has ceased to be an officer, Director, committee member or employee of the Corporation, and shall inure to the benefit of the heirs, executors, administrators, beneficiaries and other successors in interest or obligation of such person.
ARTICLE X
AMENDMENT OF ARTICLES: The Board may amend the Articles without member action to (1) delete the names and addresses of the initial directors, (2) to delete the name and address of the initial registered agent or registered office, (3) to add, delete or change a geographic attribution for the name, or (4) to make any other change expressly permitted by the Act to be made without member action. All other amendments shall be adopted in the following manner: (1) the proposed amendment shall be adopted by the Board, (2) the Board shall submit the amendment to the members for their approval and (3) the members shall approve the amendment by the affirmative vote of a majority of the members at a meeting where a quorum is present.
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