ARTICLES OF INCORPORATION for DISTRICT CIVIC LABS
ARTICLE I: NAME
The name of the corporation is District Civic Labs.
ARTICLE II: Duration
The period of duration of the corporation is perpetual.
ARTICLE III: Purposes
The corporation is organized, and shall be operated, not for profit, but exclusively for charitable, scientific, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. In furtherance of this objective, the corporation’s purposes include, but are not limited to: to benefit the public by promoting the use and adoption of best practices when developing technological solutions to community and governmental needs. The corporation shall work to convene varied communities with varied skillsets, including but not limited to developers, users, designers, researchers, and stakeholders, to discover, plan, and create such solutions. to do any and all lawful acts that may be necessary, useful, suitable, or proper for the furtherance or accomplishment of the purposes of the corporation. In furtherance of the above and other related purposes, the corporation shall have the power to exercise all power and authority granted to it under the District of Columbia Nonprofit Corporation Act, or otherwise, including, but not limited to, the power to (i) accept donations of money or property, whether real or personal, or any interest therein, wherever situated, (ii) maintain control and discretion over the use of funds received by the corporation, (iii) monitor the use of funds made available by the corporation to assure that the funds are used in conformity with the intended purposes, and (iv) enter into contracts with public and private bodies.
ARTICLE IV: Members
The corporation shall not have members.
ARTICLE V: Directors
The affairs of the corporation shall be managed by its Board of Directors. The Board of Directors shall have all powers necessary or appropriate for the administration of the affairs of the corporation and may perform all acts in furtherance thereof as are not forbidden to the Directors by law, these Articles of Incorporation, or the bylaws.
The manner of election or appointment of the Board of Directors shall be as provided in the bylaws of the corporation. The number of members of the Board of Directors shall be set in the manner provided in the bylaws, but in no event shall there be fewer than three (3) Directors.
ARTICLE VI: Bylaws
Provisions for the regulations of the internal affairs of the corporation shall be provided in the bylaws of the corporation.
ARTICLE VI: Limitation on Personal Liability
The personal liability of the Directors of the Corporation is hereby eliminated to the fullest extent permitted by the District of Columbia Nonprofit Corporation Act, as the same exists or may hereafter be amended. No amendment or repeal of this paragraph shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any act or omission on the part of such director occurring prior to such amendment or repeal.
The private property, both real and personal, of the members of the Board of Directors and the officers of the corporation shall not be subject to the payment of corporate debts to any extent whatsoever.
ARTICLE VII: Indemnification
The corporation shall indemnify its Directors, officers, employees, and agents to the fullest extent permitted by the District of Columbia Nonprofit Corporation Act, as the same exists or may hereafter be amended.
ARTICLE VII: Limitations on Activity
At all times, notwithstanding merger, consolidation, reorganization, termination, dissolution, or winding up of the corporation, voluntary or involuntary or by operation of law, and notwithstanding any other provision of these Articles: the corporation shall not possess or exercise any power or authority, or engage directly or indirectly in any activity, that will or might prevent it at any time from qualifying and continuing to qualify as a corporation described in Section 501(c)(3) of the Internal Revenue Code; no part of the assets or net earnings of the corporation shall ever be used, nor shall the corporation ever be organized or operated, for purposes that are not exclusively for the promotion of the common business interests of its members within the meaning of Section 501(c)(3) of the Internal Revenue Code; and pursuant to the prohibition contained in Section 501(c)(3) of the Internal Revenue Code, no part of the net earnings of the corporation shall ever inure to the benefit of or be distributable to its members, directors, 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 III above.
ARTICLE IX: Dissolution
The assets of the corporations are irrevocably dedicated to charitable purposes, and as such, upon dissolution or final liquidation of the corporation, all assets remaining after application and distribution shall be transferred or conveyed in a manner consistent with District of Columbia law to one or more domestic or foreign corporations, societies, or organizations with similar purposes which have qualified for nonprofit and tax exempt status under Section 501(c)(3) of the Internal Revenue Code, or shall be distributed to the federal government for public purposes.
ARTICLE X: Registered Agent
The address, including street number, of the corporation’s initial registered office is 3066 Porter St NW, Washington, DC 20008; and the name of its registered agent is Steven Reilly.
ARTICLE XI: Incorporator
The address of the incorporator is [redacted]; and the name of the incorporator is Steven Reilly.
ARTICLE XII: Initial Board of Directors
The number of Directors constituting the initial Board of Directors is three. The initial directors shall serve until the first annual meeting of the Board of Directors or until their successors are elected and qualified. The names and addresses of the persons who are to serve as the initial directors are: Steven Reilly [redacted] Matthew Bailey [redacted] Justin Grimes [redacted]