ARTICLES OF
INCORPORATION
OF
GARRETT PARK MUSIC SCHOOL, INC.
THIS IS TO CERTIFY that the undersigned, George E. Oakley,
5007 Aurora Drive, Kensington, Maryland 20895, hereby forms a
corporation under and by virtue of the general laws of the State of
Maryland authorizing the formation of corporations, and hereby make,
execute and adopt the following Articles of
Incorporation:
ARTICLE I
The name of the corporation, hereinafter called "Corporation"
shall be "GARRETT PARK MUSIC SCHOOL,
INC."
ARTICLE II
The purpose for which the Corporation is formed are as
follows:
(a)
The Corporation is organized exclusively for charitable and
educational purposes, including, for such purposes, the making of
distributions to organizations that qualify as exempt organizations
under Section 501(c)(3) of the Internal Revenue Code, or
corresponding section of any future federal tax code. These purposes include, but
are not limited to, the following:
1.
To provide music education and music appreciation
opportunities for persons in The Washington, D.C. Metropolitan area,
through the operation of classes to teach the use of various musical
instruments, and the public presentation of concerts and
performances of students and
professionals.
2.
To foster an appreciation of American classical music and
provide exposure to international musical styles and
performances.
3.
To foster and receive donations of musical equipment and
materials, supplies and other goods for the benefit of students to
assist in learning the use of musical instruments and to assist in
attaining appreciation of music forms and
instruments.
4. To accept
donations and contributions that further the development of music
appreciation.
5.
To promote means and opportunities for the education of the
public in music appreciation including providing music lessons to
persons of all ages in groups and/or private sessions, to offer and
promote concerts, performances, musicals, and presentations to
educate the community to differing styles and types of music and
instruments.
6.
To solicit and collect money for the corporate purposes and
to do all and everything necessary, suitable and proper to attain
any of the purposes described herein.
(b)
The Corporation will not discriminate in selection of
students or applicants on the basis of race, color, or national or
ethnic origin, gender, or sexual
orientation.
(c)
To engage in any lawful act or activity for which non-stock
corporations may be organized under the general laws of the State of
Maryland, to the
extent that such act or activity may be conducted by a corporation
carrying out or assisting in carrying out the functions described
above.
(d)
To do everything necessary, advisable or convenient for the
accomplishment of the purposes set forth above, and to do all other
things incidental thereto or connected therewith which are not
forbidden by the laws of the State of
Maryland or by these
Articles of Incorporation.
(e)
The Corporation is irrevocably dedicated to and operated
exclusively for non-profit purposes. No part of the income or
assets of the Corporation shall be distributed to, nor inure to the
benefit of, any director or officer of the Corporation, or any other
private persons, except that the Corporation shall be authorized and
empowered to pay reasonable compensation for services rendered and
to make payments and distributions in furtherance of the
Corporation.
ARTICLE III
The Corporation shall have and exercise all powers, rights
and authority conferred upon non-stock corporations by the laws of
the State of Maryland and any enlargement of such powers conferred
by subsequent legislative acts; and, in addition, the Corporation
shall have and exercise all powers and rights which are not
otherwise denied non-stock corporations by the laws of the State of
Maryland and which are necessary, advisable or convenient to the
attainment of the purposes set forth in Article III of these
Articles of Incorporation.
ARTICLE IV
No part of the net earnings of the Corporation shall inure to
the benefit of, or be distributable to its members, trustees,
officers, or other private persons, except that the Corporation
shall be authorized and empowered to pay reasonable compensation for
services rendered and to make payments and distributions in
furtherance of the purposes set forth in Article II hereof. No substantial part of the
activities of the Corporation shall be the carrying on of
propaganda, or otherwise attempting to influence legislation, and
the Corporation shall not participate in, or intervene in (including
the publishing or distribution of statements) any political campaign
on behalf of any candidate for public office. Notwithstanding any other
provision of these articles, the Corporation shall not carry on any
other activities not permitted to be carried on (a) by a Corporation
exempt from Federal Income Tax under Section 501(c)(3) of the
Internal Revenue Code of 1954 (or the corresponding provision of any
future United States Internal Revenue Law) or (b) by a Corporation,
contributions to which are deductible under Section 170(c)(2) of the
Internal Revenue Code 1954, (or the corresponding provision of any
future United States Internal Revenue Law).
ARTICLE V
The number of Directors of the Corporation, hereinafter
called the Board of Directors, shall be at least three (3), which
number may be increased pursuant to the By-laws of the Corporation,
but shall never be less than three (3). The members of the Board of
Directors shall be selected, serve such terms, and shall have such
qualifications as may be set forth in the By-laws of the
Corporation. The Board
of Directors shall also establish the powers and duties of directors
through adoption of By-laws.
Any vacancy or vacancies occurring at any time for the
unexpired term of a member of the Board of Directors shall be
selected by the Directors pursuant to the procedures established in
the By-laws for filling such vacancies.
ARTICLE VI
None of the members of the Board of Directors shall receive
any compensation for serving in that capacity, but any person may be
reimbursed for any expenses, disbursements or liability made or
incurred by such person for or on account of the Corporation or in
connection with the management and conduct of the affairs of the
Corporation. The Board
of Directors may compensate any person for such services rendered
the Corporation as the Board
of Directors shall from time to time deem
reasonable.
ARTICLE VII
The names of the members of the Board of Directors who are to
serve as initial directors until the first annual meeting and until
their successors are duly appointed and qualified are as
follows:
1. GEORGE E.
OAKLEY
2. AJUNIA A.
OAKLEY
3. DIANA
TAKIEDDINE
ARTICLE VIII
Pursuant to §2-418 of The Corporations and Associations
Article of the Annotated Code of Maryland, the Corporation shall
indemnify any person who was or is a party or is threatened to be
made a party to, or otherwise becomes involved in, any proceeding
(other than an action by or in the right of the corporation) by
reason of the fact that he or she is or was a director, officer, or
member of the Corporation against losses actually and reasonably
incurred by him or her in connection with such proceeding if he or
she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of any
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and
in a manner which he or she reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and with respect
to any criminal proceeding, had reasonable cause to believe that his
or her conduct was unlawful.
The Corporation shall indemnify any person who was or is
party or is threatened to be made a party to, or otherwise becomes
involved in, any proceeding by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he or she
was a director, officer, or member of the Corporation against
expenses actually and reasonably incurred by him or her in
connection with the defense or settlement of the proceeding if he or
she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the
Corporation.
To the extent that any person has been successful on the
merits or otherwise in defense of any proceeding referred to herein,
or in defense of any claim, issue, or matter, he or she shall be
indemnified against expenses actually and reasonably incurred by him
or her in connection with the proceeding.
ARTICLE IX
The corporation is not organized for profit, shall have no
capital stock, and shall not be authorized to issue capital
stock. The
qualifications for membership and other related matters are set
forth in the Bylaws.
ARTICLE X
The address of the principal office of the Corporation is
5007 Aurora Drive,
Kensington,
Maryland
20895.
ARTICLE XI
The resident agent of the Corporation is George F. Oakley and
his address is 5007 Aurora
Drive, Kensington,
Maryland
20895. The aforesaid agent is a
citizen of the State of
Maryland who resides
in the State of
Maryland.
ARTICLE XII
Upon dissolution of the organization, assets shall be
distributed for one or more exempt purposes within the meaning of
Section 501(c)(3) of the Internal Revenue Code, or corresponding
section of any future federal tax code, or shall be distributed to
the federal government, or to a state or local government, for a
public purpose. Any
such assets not disposed of shall be disposed of by the Court of
general jurisdiction of the county in which the principal office of
the organization is located, exclusively for such purposes or to
such
organization or organizations, as said Court
shall determine, which are organized and operated exclusively for
such purposes.
ARTICLE XIII
1.
The Corporation will distribute its income for each tax year
at a time and in a manner as not to become subject to the tax on
undistributed income imposed by Section 4942 of the Internal Revenue
Code, or the corresponding section of any future deferral tax
code.
2.
The Corporation will not engage in any act of self-dealing as
defined in Section 4941(d) of the Internal Revenue Code, or the
corresponding section of any future federal tax
code.
3.
The Corporation will not retain any excess business holdings
as defined in Section 4943(c) of the Internal Revenue Code, or the
corresponding section of any future federal tax
code.
4.
The Corporation will not make any investments in a manner as
to subject it to tax under Section 4944 of the Internal Revenue
Code, or the corresponding section of any future federal tax
code.
5.
The Corporation will not make any taxable expenditures as
defined in Section 4945(d) of the Internal Revenue Code, or the
corresponding section of any future federal tax
code.
ARTICLE XIV
The Corporation reserves the right to amend, change or repeal
any of the provisions contained in these Articles of Incorporation
in the manner now or hereafter prescribed by the laws of the State
of Maryland; provided, however, that any such action shall be
calculated exclusively to carry out the objectives and purposes for
which the Corporation is formed.
ARTICLE XIV
The duration of this Corporation shall be
perpetual.
IN WITNESS WHEREOF, we have signed these Articles of
Incorporation on the _______ day of __________________, 2000, and
severally acknowledge same to be our
act.
WITNESS:
INCORPORATOR:
__________________________
____________________________
