( Page 1 of 7)
Initial File fl: 942995
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS
CORPORA TIO NS DIVISION
THIS IS TO CERTIFY that all applicable provisions of the District of Columbia Business
Organization s Code have been complied with and accordingly, this CERTIFICATE OF
AMENDMENT is hereby issued to:
WASHINGTON TRUST FOUNDATION, INC.
Effective Date: 3/8/2013
IN WITNESS WHEREOF I have hereunto set my hand and caused the seal of this office to be
affixed as of 3/9/2013 11:40 PM
Business and Professional Licensing Administration
PATRICIA E . GRAYS
Superintendent of Corporations
Vincent C. Gray
Tracking# : o5cNRUuU
( Page 2 of 7)
COUNCIL ON AMERICAN lSLAMCC RELATIONS VIRQDCIA COllllEl!Q: BNClli 1066
453 NEW JERSEY AVE SE AE6T"OH, VA 20100
WASHNGTON. DC 20003
' BQX: 92300
_, ._..lfl~O~ ~J_ _ _ ~
S':oWi W Department of Consumer & Regulatory Affal I $ "eo.oo i ITEM: 11
6ghty and OOIJ.9D!::J ...__ .,,,.,. I .. • w • ... HU ..... ....... ............. OOl1ARS ai
~rtment of Consumer & Regulatory Affal ...-/ J
Business Regulation AdminlstCorp. f
· -· ---~rpo~~~:~tractPrintO~·-·---'----·-·--· ....- . --.... --- ·~ ..... .i
_.tl== . -·--· __
MEMO Amend.& Restate/Chg.name to Washington Trust Fo _ ~~~_ _____ .... Q ... J.iJ _ _ _ _ _ _ _ _ _ _ _ __
(Page 3 of 7)
DEPARTMENT OF CONSUMER & REGULATORY AFFAIRS
District of Columbia Government
The text of each amendment adopted. (may attach the statement)
:Sc(. crf-tq c.1-leu!.
DCRA Corp. Div.
MAR - 8 2013
. If the amendment provides for an exchange, reclassification, or cancellation of memberships, provisions for implementing the amendment.
may attach the statement)
The date of each amendment's adoption
1I, d-ol 3
adopted in the following manner. (select A or B)
e amendment was adopted by the incorporators or by the board of directors or designated body, as the case may
be, and that member approval was not required;
(B) the amendment was duly approved by the members in the manner requi red by this chapter and by the articles of
incor oration and b laws.
Please check dcra.dc.gov to view organizations required to regis!er, to search business names, to gel step-by-step guidelines to register an
organization, to search registered organizations, and to download fornis and documents. Just click on 'Corporate Registrations ."
(Page 4 of 7)
AMENDED AND RESTA TED
ARTICLES OF JN CORPORA TJON
COUNCIL ON AMERICAN-ISLAMIC RELATIONS ACTION NETWORK, INC.
A District of Columbia nonprofit corporation
Changing its Name to
Washington Trust Foundation, Inc .
.The Council on American-Islamic Relations filed its original Artic les of Incorporation
with the District of Columbia on September 15, 1994. It changed its name to Council on
American-Islamic Re lat ions Action Network, Inc. on June 15, 2007 . These amended and
restated Articles of Incorporation have been duly approved by the directors of the Council on
American-Islamic Relations Action Network, Inc. in accordance with the District of Columbia
Nonprofit Corporation Act of 20 I 0.
FIRST: The name of the nonprofit corporation (which shall be referred to herein as the
"Corporation") is Washington i:-rust Foundation, Inc.
SECOND: The period of duration of the Corporation is perpetual.
THIRD: The purposes for which the Corporation is organized are : to charitably support
the exempt organization purposes of CAIR-Foundation, Inc. a nonprofit organization organized
under the laws of the Di strict of Columbia, and any of its affiliates in its respective activities;
specifically, to combat prejudice and discrimination aga inst Muslims in the United States; to
preserve, protect, and promote civil rights of Muslims in the United States; and to educate the
American public about the Islamic fa ith and its history and the problems of discri mination
against Muslim citizens in the Un ited States, and for related purposes, provided that such
purposes and activities of the Corporation are only as permitted an organization described in
Sections 501 (c)(3) and 509(a)(3) of the Internal Revenue Code of 1986, as amended (the
In furtherance and pursuance of the foregoi ng purposes, subject to the limitations
set forth herein, the Corporation shall have and may exercise all of the powers conferred by the
laws of the District of Col"urnbia, including all powers necessary and convenient to effect any or
all of the aforesaid purposes, and shall have and may exercise additional powers which may be
conferred by law.
FOURTH: The forego ing purposes and powers are each and a ll subject to the limitation
(a) This Corporation is not organized for profit.
(b) No pa11 of the net earnings of the Corpora ti on shall inure to
the benefit of any director, trustee, creator or organizer of the Corporation,
or substantial contributor to it, or any private individual, except that
(Page 5 of 7)
reasonable compensation for actual services rendered to or fo r the
Corporation and reimbursement of reasonable expenditures in furtherance
of one or more of its exempt purposes may be provided.
(c) The private property of the directors, officers and members
of the Corporation sha ll not be subject to payment of the corporate debts
to any extent whatever(d) The Corporation sha ll have authority to
accept as contributions personal property and real prope1iy , and to sell,
mortgage, encumber, hypothecate, lease, receive, adm inister, ma intain, use
and employ, in whole or in part, its income, funds, securities and propeity,
real and personal, as an association organized and operated exclusive ly for
educational , charirable, and other nonprofit purposes beneficial to the
public, as such terms and purposes are used and defined in or in
connectio1i with Section 50 l (c)(3) of the Code and the regulation s
thereunder, and to pursue such objects and purposes di rectly, or by
contribution to organizations that qualify as exempt organizations
described in Section 50 I (c)(J) of the Code or organ izations which are
treated for U.S. tax purposes as so qua lifying, or by program-related
investments as defined in Section 4944(c) of the Code.
(e) Notwithstanding any other provision of these Articles, the
Corporation shall not (i) conduct or carry on any activities not permitted to
be conducted or carried on by an organization exempt under Section
50 I ( c)(3) of the Code and the regulations thereunder, or (ii) engage in
activiti es which are prohibited by an organization contributions to which
are deductible under Section 170(b)( l )(A) of the Code and regulations
FIFTH: The Corporation shall not have the authority to issue capital stock. The
Corporation shall be a membership corporation with only one class of membership. The sole
m~mber of the Corporation shall be CA IR~Foundation , Inc. CA IR-Foundation, Inc. as sole
m~mber shall have the right to vote, and its powers and rights as the sole member of the
Corporation shall be set forth in the bylaws of the Corporation.
SIXTH: The directors of the Corporation shall be elected in such manner, for such
terms, and on s uch conditions as shall be prescribed in the bylaws o.f the Corporation, provided
that CAJR-Foundation, Inc. retains the exclusive right to elect all of the directors of the
SEVENTH: Provisions for the regulation of internal affairs of the Corporation shal l be
set forth in the bylaws of the Corporation, to the extent that they are not set forth here in as
(a) No directorship or officership in th is Corporation shall be
assignable inter vivos or pass to any personal representative, heir, or
devisee of any director or officer.
(Page 6 of 7)
(b) This Co rporation sha ll not have or exercise any power or
authority either expressly, by interpretation, or by operation of law, nor
shall it directly or indirectly engage in any activity that will prevent this
Corporation from qualifying (and continuing to qualify) as a corporation
described in Section 50 I (c)(3) of the Code and the regulations thereunder.
(c) No substantial part of the activities of this Corporation shal l
consist of carrying on propaganda or otherwise attempting to influence
legislation; this Corporation shal I not participate in, or intervene in
(including publishing or distribution of statements) any political campaign
on behalf of or in opposition to any candidate for public office; nor shall it
in any manner engage in activities that are unlawful under the laws of the
United States of America, the District of Col umbia, or any other
jurisdiction where such activities are carried on.
(d) This Corporation sha ll never be operated for the primary
purpose of carry ing on a trade or business fo r profi t. Neither the whole
nor any part or portion of the assets or net earnings of this Corporation
shall be used, nor shal l this Corporation ever be organized or operated for
purposes that are not exclusively educational , charitable, or otherwise
permitted by Sections 50l(c)(3) and 509(a)(3) ot· the Code and the
(e) No compensation or payment shall ever be paid or made to
any director, officer, trustee, creator, or organizer of this Corporatio n or
substantial contributor to it, except as a reasonable allowance for actual
expenditures or service actually made or rendered to or for this
Corporation; provided, ne ither the whole nor any part or portion of the
assets or net earnings, currcm or accumulated, of this Corporation shall
ever be d istributed to or divided among any of such persons; prov ided
further, that neither the whole nor any part or portion of such assets or net
comings shall be used for, accrue to, or inure to the benefit of any private
individual or entity within the meaning of Section SOl(c)(3) of the Code
and the regulations thereunder.
(f) The Corporation may be liquidated or dissolved, and any
such liquidation or dissolution may be carried out in the manner
prescribed by the bylaws of the Corporation, but any assets of the
Corporation available for distribution after payment of its lawful debts and
satisfaction of applicable legal obl igations shall be transferred or assigned
only to a corporation or other legal entity which is dedicated to charitable
or educational purposes identical or similar to the purposes set forth in
Article Ill above and which wou ld then quali fy under the provision of
Section 50l(c)(3) of the Code and the regulations thereunder.
EIGHTH: The number of directors constituting the Board of Directors of the
Corporation shall be fixed by the bylaws of the Corporation.
(Page 7 of 7)
NINTH: To the fullest extent permitted by the District of Columbia Nonprofit
Corporation Act of 2010, as now in effect or as may hereafter be amended, no director of the
Corporation shall be personally liable to the Corporation for monetary damages for any breach of
fiduciat·y duty as a director; provided, however, such relief from liability shall not apply in any
instance where such relief is inconsistent with any provision of the Code applicable to
corporations described in Section 50 J (c)(3) of the Code.
TENTH: The address of the Corporation's office in the District of Columbia is 453 New
Jersey Avenue, South East, Washington, District of Columbia, 20003 .
ELli:VENTH: These Amended and Restated Articles of Incorporation shall be effective
upon filing with the District of Columbia.
JN WITNESS WHEREOF, the undersigned has signed this Amended and RestMed
Certilicate of Jncorporation on the date indicated below.
Dr. Ihsan Bagby, Secretary Date