ARTICLES OF INCORPORATION
OF THE SOCIETY OF GEORGIA ARCHIVISTS
The name of the Corporation is the Society of Georgia Archivists.Article 2.
The Corporation shall have perpetual duration.Article 3.
The Corporation is organized pursuant to the provision of the Georgia Nonprofit Corporation Code, 0.C.G.A. § 14-3-101, et. seq.Article 4.
The Corporation is organized exclusively for charitable and educational purposes and is not organized for the private gain of any person, as those terms are defined in and limited by Section 501 (c)(3) of the Internal Revenue Code [23 U.S.C. §501 (c)(3)], as amended, or any corresponding provision of a subsequent federal law. The purposes of the Corporation are as follows:
Registered Office and Registered Agent
- To provide an effective means of communication and cooperation among individuals employed in archives and manuscripts repositories in the State and in related disciplines
- To increase knowledge of archival theories and practices
- To promote the preservation and use of the manuscript and archival resources held in repositories in the State
The street address and county of the Corporation's initial registered office shall be:
2043 Henderson Mill Court
Atlanta, Georgia 30345
The registered agent at such address is as follows:
Elizabeth Aloi Barr
Board of Directors
The Board of Directors shall have general charge of the affairs and any property and assets of the Corporation. It shall be the duty of the Directors to carry out the purposes and functions of the Corporation. The Directors shall be elected or appointed in accordance with the Bylaws of the Corporation and shall have the powers and duties set forth in these Articles of Incorporation and in the Bylaws, to the extent that such powers and duties are not inconsistent with the status of the Corporation as a nonprofit corporation.Article 7.
The mailing address of the principal office of the Corporation shall be as follows:
P.O. Box 133085Article 8.
Dissolution of Corporation
Atlanta, GA 30333
Upon dissolution of the corporation, the Board of Trustees shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United State Internal Revenue Law), as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then 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 9.
The name and address of the incorporator is as follows:
Elizabeth Aloi BarrArticle 10.
2043 Henderson Mill Court
Atlanta, Georgia 30345
The Corporation will have members.Article 11.
Limitation of Director Liability
- A Director of the Corporation shall not be personally liable to the Corporation or its members for monetary damages for breach of duty of care or other duty as a director, except for liability (i) for any appropriation, in violation of his or her duties, of any business opportunity of the Corporation; (ii) for acts of omission which involve intentional misconduct or a knowing violation of law; (iii) for the types of liability set forth in O.C.G.A §- 14-3-860 through 14-3-864; or (iv) for any transaction from which the Director received an improper personal benefit.
- Any repeal or modification of the provision of this Article shall be prospective only, and shall not adversely affect a limitation of the personal liability of a Director of the Corporation with respect to any act or omission occurring prior to the effective date of such repeal or modification.
- If the Georgia Nonprofit Corporation Code or, by reference, if appropriate, the Georgia Business Corporation Code hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a Director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Georgia Nonprofit Corporation Code, or the amended Georgia Business Corporation Code, as appropriate.
- In the event that any of the provisions of this Article (including any provision within a single sentence) are held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law.
These Articles of Incorporation may be amended at any time and from time to time by the affirmative vote of two-thirds of the membership present and voting at a meeting at which a quorum is present.