ARTICLES OF INCORPORATION
National Organization of Test, Research and Training Reactors, Inc.
The undersigned, Stephen Miller, whose Post Office Address is 1903 Bishops Castle Drive, Olney, Maryland 20832, being of full legal age and a citizen of the State of Maryland and of the United States, acting as incorporator, does hereby form a non-stock corporation for the purposes and objects hereinafter stated, under and by virtue of the Maryland General Corporation Law and the General Laws of the State of Maryland.
1. The name of the corporation (hereinafter called the "Corporation") is National Organization of Test, Research and Training Reactors, Inc.
2. The Corporation is organized and shall be operated exclusively for educational and scientific purposes in accordance with the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). Specifically, the Corporation is organized and shall be operated exclusively for the following objects and purposes:
A. To share and coordinate information and research relating to the development and operation of test, research and training reactors; to share and coordinate information and research regarding the technology utilized in such reactors; to identify problems associated with such technology and develop solutions to such problems; to develop new uses for such technology; to bring together scientists and other persons in the nuclear field for the foregoing purposes; and to make all such information and research available to the general public;
B. To share and coordinate information and research regarding nuclear safety; to promote the safe and healthful use and operation of test, research and training reactors; and to consult with scientists and others regarding health and safety issues associated with the development, use and operation of test, research and training reactors;
C. To review test, research and training reactor facilities; to help identify safety and other problems with such facilities; and to recommend solutions to such problems;
D. To educate the general public regarding nuclear reactors and the other matters set forth above; and to make available to the general public scientific information and other educational materials relating to such matters;
E. In furtherance of the foregoing purposes, to apply for and receive public and private grants; to enter into contracts, agreements and joint ventures; to receive from any individual, entity, person, firm or corporation by contribution or otherwise property of any kind, nature or description; to hold, manage, invest, reinvest, use and expend all such property and all income derived from such property; and to pledge, encumber, mortgage or grant a security interest in any and all assets and property of the Corporation as security for any indebtedness or obligation of the Corporation; and
F. To engage in any other activity which may be necessary or proper to promote the purposes for which the Corporation is formed (even though not specifically set forth herein), subject to such limitations as are contained in the General Laws of the State of Maryland; provided, however, that notwithstanding any other provision of these Articles: (i) no substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, (ii) the Corporation shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office, and (iii) the Corporation shall not carry on any activity not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, or any successor provision.
3. The Post Office Address of the place at which the principal office of the Corporation in the State of Maryland will be located is 1903 Bishops Castle Drive, Olney, Maryland 20832. The Resident Agent of the Corporation is Stephen Miller, whose Post Office Address is 1903 Bishops Castle Drive, Olney, Maryland 20832. Said Resident Agent is a citizen of the State of Maryland and actually resides therein.
4. The Corporation shall have no authority to issue capital stock. The qualifications for, and other matters relating to, the Members of the Corporation shall be set forth in the By-Laws of the Corporation.
5. The affairs of the Corporation shall be managed by a Board of Directors. The Corporation shall have three (3) Directors and the following persons shall act as such until their successors are duly chosen and have qualified in accordance with the By-Laws of the Corporation:
Notwithstanding the foregoing, the Corporation may determine by its By-Laws the classification and number of its Directors, which may from time to time be fixed at a number other than that set forth above, but shall never be less than the minimum number required by applicable law.
6. The Corporation shall not be conducted or operated for profit. No part of the net earnings of the Corporation shall inure to the benefit of or be distributed to any Director, Member, officer or private individual, nor shall any of such net earnings or the property or assets of the Corporation be used other than for the purposes set forth herein.
7. In the event of the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, or by operation of law, the assets of the Corporation shall be distributed to one or more Qualified Organizations (as hereinafter defined) as the Board of Directors shall determine, or in such other manner as the Board of Directors shall determine in accordance with applicable law and the requirements of Section 501(c)(3) of the Code. For purposes of this Paragraph 7, the term "Qualified Organization" shall mean an educational and/or scientific organization which is, at the time of such distribution, exempt from federal income tax under Section 501(c)(3) of the Code and described in Section 509(a)(1) or (2) of the Code. In the event that any of such assets are not so distributed, the Board of Directors, on behalf of the Corporation, shall petition a state court having jurisdiction with respect to the Corporation, and request such court to distribute such assets to one or more Qualified Organizations as the court shall determine.
8. To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of Directors and officers, no Director or officer of the Corporation shall be liable to the Corporation or its Members for money damages. Neither the amendment nor repeal of this Paragraph 8, nor the adoption or amendment of any other provision of the charter or By-Laws of the Corporation inconsistent with this Paragraph 8, shall apply to or affect in any respect the applicability of the immediately-preceding sentence to any act or failure to act which occurred prior to such amendment, repeal or adoption.
9. (a) Any person who is or who has served as a Director or officer of the Corporation, or, at the Corporation's request, of any other corporation, partnership, joint venture, association or other enterprise, shall be indemnified and held harmless by the Corporation against any and all liabilities, costs and legal or other expense, including, without limitation, judgments and amounts paid in settlement, reasonably incurred by or impressed upon such person in connection with any claim, action, suit or proceeding, civil, administrative or investigative, to the full extent permitted by Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended.
(b) Agents and employees of the Corporation who are not Directors or officers of the Corporation may be indemnified under the same standards and procedures set forth above, in the discretion of the Board of Directors of the Corporation.
10. The Corporation shall have perpetual existence.
I have signed these Articles of Incorporation, acknowledging the same to be my act, on this ____ day of _________, 1997.
INFORMAL ACTION BY BOARD OF DIRECTORS
National Organization of Test, Research and Training Reactors, Inc.
(In Lieu of Organizational Meeting)
RESOLVED, that the Articles of Incorporation of the Corporation filed with the State Department of Assessments and Taxation of Maryland be and they are hereby adopted as the Charter of the Corporation, and that a copy of the said Articles be attached to this Informal Action, along with a copy of the notice from the State Department of Assessments and Taxation of Maryland advising that the Articles of Incorporation were received and approved and that the necessary bonus tax and recording fee have been paid; and
FURTHER RESOLVED, that the draft of By-Laws of the Corporation, in the form attached to this Informal Action, be and they are hereby approved; and
FURTHER RESOLVED, that the following officers of the Corporation be and they are hereby elected to serve until the first annual meeting of Directors and until their successors are duly elected and have qualified:
Brian Dodd President
Mark Moore Treasurer
Stephen Miller Secretary