ARTICLES OF INCORPORATION OF THE VERTICAL SECTION
OF THE NATIONAL SPELEOLOGICAL SOCIETY
FIRST: The name of the corporation shall be VERTICAL SECTION OF THE NATIONAL SPELEOLOGICAL SOCIETY.

SECOND: The place in North Carolina where the principal office of the corporation is to be located is Cary, Wake County, North Carolina.

THIRD: The purposes for which this organization is organized are principally to educate its members and the public in, and to advance the study and the science of, speleology and, to that end, generally to receive and maintain real or personal property, or both, and, subject to the restrictions and limitations hereinafter set forth, to use and apply the whole or any part of the income therefrom and the principal thereof exclusively for charitable, religious, scientific, literary, or educational purposes either directly or by contributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.

FOURTH: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, any trustee, officer, or member of the corporation or any other private individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes), and no trustee or officer of the corporation or any private individual shall be entitled to share in the distribution of any corporate assets on dissolution of the corporation. 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 publication or distribution of statements) any political campaign on behalf of any candidate for public office.

FIFTH: The corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954 or corresponding provisions of any subsequent federal tax laws.

SIXTH: The corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1954, or any corresponding provision of any subsequent federal tax laws.

SEVENTH: The corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent tax laws.

EIGHTH: The corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954 or corresponding provisions of any subsequent federal tax laws.

NINTH: The corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of l954, or corresponding provisions of any subsequent federal tax law.

TENTH: Notwithstanding any other provisions of these Articles of Incorporation, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductable under Section 170(c)(2) of the Internal Revenue Code and regulations as they now exist or as they may hereafter be amended.

ELEVENTH: Upon a dissolution of the corporation the Board of Trustees shall, after paying or making provisions for the payment of all of the liabilities of the corporation, present all of the assets of the corporation to the National Speleological Society unless at that time the National Speleological Society does not qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue law). If the National Speleological Society does not so qualify, then all of the assets of this corporation will be disposed of exclusively for the purposes of this corporation in such manner, or to such organization or organizations organized or 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 1954 (or the corresponding provision of any future United States Internal Revenue law), as the Board of Trustees shall determine. Any of such assets not so disposed of shall be disposed of by the Court of Common Pleas of Wake County, North Carolina exclusively for such purposes or to such organization or organizations as that court shall determine, which are organized and operated exclusively for such purposes.

TWELFTH: These Articles of Incorporation take the place of and supersede any existing Articles of Incorporation.

(Dated 1994)

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