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                                                                                                 Initial File fl: 942995

                                           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:

                     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
                                                                Corporations Division

                     Vincent C. Gray

                     Tracking# : o5cNRUuU
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                                                                                                                                                                     AMT: $80.00
                       COUNCIL ON AMERICAN lSLAMCC RELATIONS                                VIRQDCIA COllllEl!Q: BNClli                           1066
                                     453 NEW JERSEY AVE SE                                      AE6T"OH, VA 20100
                                                                                                                                                                     DATE: 02-26-2013
                                         WASHNGTON. DC 20003
                                                                                                                                                                 '   BQX: 92300
                                                                                                                                       2=/2       l
                                                                                                                                      _, ._..lfl~O~ ~J_ _ _ ~
                                                                                                                                                                     BATCH: 4306
             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 _ _ _ _ _ _ _ _ _ _ _ __
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                                                 DEPARTMENT OF CONSUMER & REGULATORY AFFAIRS
                                                       District of Columbia Government
                                                                  Corporations Division

                The text of each amendment adopted. (may attach the statement)

                                   :Sc(. crf-tq c.1-leu!.
                                                                                                                  DCRA Corp. Div.
                                                                                                                        MAR - 8 2013
                                                                                                                 FILECOPY         &
           . 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 ."
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                                                    AMENDED AND RESTA TED
                                                  ARTICLES OF JN CORPORA TJON
                                     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
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                           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.

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                                  (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
                          regulations thereunder.

                                  (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.

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                             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


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