OFFICE OF RECORDER OF DEEDS. D. C. Corporation Division 515 D Streets, N. W. Washington, D. C. 20001 CERTIFICATE THIS IS TO CERTIFY that all provisions of the District of Columbia Non-profit Corporation Act have been complied with and ACCORDINGLY this Certificate of Incorporation To: ARTICLES OF INCORPORATION OF FOUNDATION FOR THE PRESIDENT'S PRIVATE SECTOR The Recorder of Deeds, D.C. Rashington, D.C. We, the undersigned natural persons of the age of twenty2 years or more, adopt the following Articles of Incorporation rsuant to the District of Columbia Non-profit Corporation Act: FIRST: The name of the Corporation is "Foundation for the President's Private Sector Survey on Cost Control, Inc." (hereinafter referred to as he "Foundation"). SECOND: The period of duration is perpetual. THIRD: The purpose or purposes for which the Foundation is organized are as follows: The primary purpose of the Foundation will be to assist the Private Sector Survey on Cost Control in the Federal Government established by the President of the United States. The Private Sector Survey will be headed by an Executive Committee composed of distinguished lenders in the country from the private sector. The task assigned to the Private Sector Survey by the President will be to review the Executive Branch of the Government in order to assist the various departments, agencies and independent establishments in performing their duties in the most efficient and cost-effective manner. The Survey will seek to identify areas of duplication, inefficiency or waste in the Government and to make recommendations with respect to improving managerial effectiveness and accountability. The Survey will submit one or more reports to the President. The Foundation will assist the Private Sector Survey by providing expert and professional services, office facilities, staff and other support services. The Foundation will bear the cost of the Survey other than those costs which will be borne by the members of the Executive Committee (who will be contributing their services) and the organizations with which they are associated. The Foundation will not be operated for profit. The income, assets, properties and services of the Foundation will be used exclusively for charitable, scientific and educational purposes within the meaning of Section 501(c)(3) of the Code (as defined in paragraph (9) of Article SIXTH below) and no part thereof shail inure to the benefit of any individual or any organization other than one qualified for a tax exemption under said Section 501(c)(3). The Foundation shall not carry on propaganda or otherwise attempt to influence legislation; nor shall it participate or intervene in (including the publishing or distributing of statements) any political campaign. on behalf of any candidate for public office. FOURTH: The Foundation is not to have members. FIFTH: The affairs of the Foundation shall be managed by a Board of Trustees. The number of trustees: hall be not more than fifteen (15) nor less than three (3) as shall be provided in the By-laws. Te trustees shall be elected for the term and in the manner provided in the By-laws. SIXTH: The powers and activities of the Foundation shall be subject to the following restrictions and limitations: (1) Notwithstanding any other provision of these Articles only such powers thall be exexcised s re in furtherance of the purposes of the Foundation, nd as may be exercised by an organization exempt under Section 501(c)(3) of the Code and by an organization contributions to which are deductible under Section 170 (c) (2) of the Code. (2) No part of the net carnings of the Foundation shall inure to the benefit of any trustee, officer or employee of the Foundation or any other individual, except that reasonable compensation ay be paid for personal services which are reasonable and necessary to carry out the exempt purposes of the Foundation pursuant to Section 501(c)(3) of the Code. (3) None of the property of the Foundation, nor any profits thereof, shall, upon the liquidation, dissolution or winding up of the Foundation, whether voluntary, involuntary or by operation of law, be distributed or divided among the trustees, officers or employees of the Foundation, or any other individual, but such property or profits shall be distributed exclusively to charitable, scientific, or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Code and also would meet the description of an organization described in Section 507 (b) (1) (A) of the Code. (4) The Foundation shall not engage in any act of self dealing as defined in Section 4941(d) of the Code. (5) The Foundation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code. (6) The Foundation shall not retain any excess business holdings as defined in Section 4943 (c) of the Code. (7) The Foundation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Code. (8) The Foundation shall not make any taxable expenditures as defined in Section 4945 (d) of the Code. (9) References in these Articles to a section of the "Code" is a reference to that section of the Internal Revenue Code of 1954 and the regulations issued thereunder as the same are now in effect and as they may hereafter be amended. SEVENTH: The address, including street and number, of its initial registered office is 918 16th Street N.W., Washington, D.C. 20006 and the name of its initial registered agent at Fuch address is CT Corporation System. EIGHTH: The number of trustees constituting the initial Board of Trustees is three and the names and addresses, including street and number of the persons who are to surve as the initial trustees until the first annual meeting or until their successors be elected and qualified are: NINTH: The name and address, including street and number, of each incorporator is: ROBERT B LAMM a Notary Public, hereby certify that on the 24th day of March, 1982, personally appeared before me Albert A. Eustis, Harmon G. Lewis and John J. Meehan, who being first duly sworn, declared that they signed the foregoing document as incorporators, and that the statements therein contained are true. |