[Nov 1989]
The undersigned associate to form a non-profit, non-stock corporation under the provisions of Chapter 10 of Title 13.1 of the Code of Virginia of 1950, as amended, and to that end set forth the following:
- Name. The name of the corporation is the "International Society for the History, Philosophy and Social Studies of Biology."
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Purpose. The corporation is organized exclusively for charitable, educational and scientific purposes within the meaning of Section 50l(c)(3) of the Internal Revenue Code of 1986 (the "Code"). References to any provisions of the Code shall include the corresponding provision of any future United States Internal Revenue Law. In furtherance of such objectives, the corporation shall function as a non-profit, charitable corporation whose purposes are to promote and encourage research, discussion and teaching in the history, philosophy and social studies of biology, and to provide a liaison among all historians, philosophers, sociologists, and biologists interested in these subjects. The primary means of achieving these purposes shall be by meetings and conferences where lectures and technical papers are presented, and by the publication of journals in the above-mentioned-fields.
The aims of the corporation are to be carried out through any and all lawful activities, including others not specifically stated above but incidental to the stated aims and purposes; provided, that any such activity shall conform to any applicable restrictions or limitations set forth in these Articles or to any restriction which is imposed on corporations described in Section 50l(c) (3) of the Code or on any corporation described in Section 170(c) (2) of the Code.
No part of the net earnings or income of the corporation shall inure to the benefit of, or be distributable to its directors, officers, or other private individuals, 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 above in this Paragraph 2. The corporation shall not devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise and shall not directly or indirectly participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. In addition, the corporation shall not devote more than an insubstantial part of its activities towards any of the following: (i) engaging in public relations activities, (ii) the policing of any profession, including teaching or education, (iii) the protection or promotion of the professional practice, professional status, economic condition or business interests of its members, (iv) attempting to develop good will or fellowship among its members, (v) engaging in social or recreational activities, or (vi) the maintenance of any restaurant, lounge, club house or similar facility for its members.
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Members. The corporation shall have one or more classes of members. The bylaws of the corporation shall set forth (i) the designations of the class or classes of members, (ii) the qualifications and rights of the members of each class, and (iii) the voting rights conferred, limited or denied to the members of each class.
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Dissolution. Upon dissolution of the corporation, the board of directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized or operated exclusively for charitable, scientific, literary, or educational purposes or which shall at the time qualify as exempt organization or organizations under Section 501 (c) (3) of the Code, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the City or 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.
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Board of Directors. The directors of the corporation shall be elected or appointed by one or more classes of members, all as provided for in the bylaws of the corporation. The number of directors of the corporation shall be established by the bylaws and this number may be increased or decreased from time to time by amendment to the bylaws.
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Registered Agent. The initial registered office shall be located at 700-K North Main Street, Blacksburg, Virginia 24060. The name of the county in which the initial registered office is located is the Montgomery County The name of the initial registered agent is Stephen E. Wagner, who is a resident of Virginia, a member of the Virginia State Bar, and whose business address is the same as the registered office of the corporation.
Dated: [November 20, 1989]
[Robert A. Paterson]
Robert A. Paterson, Incorporator
[Margaret R. Stewart]
Margaret R. Sewart, Incorporator
Commonwealth of Virginia
State Corporation Commission
Richmond, December 1, 1989
This is to Certify that the certificate of incorporation of
INTERNATIONAL SOCIETY FOR THE HISTORY, PHILOSOPHY AND SOCIAL STUDIES OF BIOLOGY
was this day issued and admitted to record in this office an that the said corporation is authorized to transact its business subjct to all the laws of the State aplicable to the corporation and its business.
Effective date: December 1, 1989
State Corporation Commission
[George W. Bryant Jr.]
Clark of the Commission
Commonwealth of Virginia State Corporation Commission
Thomas P. Harwood, Jr. Chairman
Preston C. Shannon commissioner
Theodore V. Morrison, Jr. Commissioner
George W. Bryant, Jr. Clerk of the commission
Box 1197
Richmond, Virginia 23209
December 1, 1989
Stephen E. Wagner
North Main Plaza 700-K N. Main Street
Blacksburg, VA 24060
RE: INTERNATIONAL SOCIETY FOR THE HISTORY, PHILOSOPHY AND SOCIAL STUDIES OF BIOLOGY
ID: 0350364 - 6
DCN: 89-11-29-0056
This is your receipt for $75.00 covering the fees for filing articles of incorporation with this office.
The effective date of the certificate of incorporation is December 1, 1989.
Sincerely yours,
[George W. Bryant, Jr.]
George W. Bryant, Jr.
Clerk of the Commission
CORPACPT
CIS20422
[February 1990]
UNANIMOUS WRITTEN CONSENT OF INCORPORATORS IN LIEU OF ORGANIZATIONAL MEETING OF INTERNATIONAL SOCIETY FOR THE HISTORY, PHILOSOPHY AND SOCIAL STUDIES OF BIOLOGY
We, the undersigned, being all of the incorporators of the International Society for the History, Philosophy and Social Studies of Biology (the "Corporation" or "The Society"), do hereby unanimously consent to the following actions in lieu of an organizational meeting, as provided for in Section 13.1-822 of the Code of Virginia of 1950, as amended. The following actions are to elect a board of directors and to complete the organization of the Corporation.
- The incorporators do hereby append to this consent a copy of the certificate of incorporation issued by the State of Virginia on December 1, 1989, the original thereof which was issued and admitted to record in the office of the State Corporation Commission of Virginia.
- The incorporators do hereby adopt a proposed form of bylaws prepared by Stephen E. Wagner, Attorney at Law, counsel to the Corporation, as and for the bylaws of the Corporation, a copy of which is appended to this consent.
- The incorporators do hereby elect the following individuals as the initial officers and directors of the Corporation, all of whom are to serve until the 1991 annual meeting of the Corporation, unless a longer term is indicated below:
President: Jane Maienschein Department of Philosophy Arizona State University Tempe, AZ 85287 President-Elect: David Hull Northwestern University Evanston, IL 60201 Program Officer: Peter Taylor Energy and Resources Group Room 100, Bldg. T-4 University of California Berkeley, CA 94720 Secretary: Robert A. Paterson Center for the Study of Science in Society VPI & SU Blacksburg, VA 24061-0247 Treasurer: Joel Cracraft Department of Anatomy University of Illinois P.O. Box 6998 Chicago, IL 60680 Student Member of the Board of Directors: Michael Dietrich Department of Philosophy University of California-San Diego La Jolla, CA 92093 Directors at Large: Walter Bock Department of Biological Sciences Columbia University New York, NY 10027 Linnda Caporael 947 President Street #3 Brooklyn, NY 11215 Elihu Gerson Tremont Research Institute 458 29th Street San Francisco, CA 94131 Jonathan Harwood (Until 1993 Annual Meeting) Centre Hist. Science, Technology The University Manchester, Ml3 9PL England Frank Nutch (Until 1993 Annual Meeting) Department of Sociology Trent University Peterborough, Ontario Canada K9J 7B8 Philip Pauly (Until 1993 Annual Meeting) History Department Rutgers University New Brunswick, NJ 08903 All of the above-named individuals are intended to serve as full and equal voting members of the Board of Directors (or the "Council"). In addition, the incorporators do hereby appoint Pamela Henson, 3109 Valley Drive, Alexandria, Virginia 22303 as Archivist of The Society, who is to serve as a non-voting member of the Board of Directors.
- The incorporators do hereby authorize the Treasurer of the Corporation to pay all charges and expenses incident to or arising out of the organization of the Corporation and to reimburse any person who has made any disbursement therefor.
- It is hereby resolved by the incorporators that an office of the Corporation be established and maintained at 1505 Palmer Drive, Blacksburg, Virginia 24060, and that meetings of the Board of Directors and members from time to time may be held either at that office or at such other place as the Board of Directors shall from time to time order.
- It is hereby resolved by the incorporators that the Treasurer be and hereby is authorized to open a bank account on behalf of the corporation with Dominion Bank located at 200 North Main Street, Blacksburg, Virginia 24060, and a resolution for that purpose on the printed form of said bank is hereby adopted and is appended to this consent.
- It is hereby resolved by the incorporators that the Corporation proceed to file with the Internal Revenue Service Form 1023, Application for Recognition of Exemption, under Section 501 (c) (3) of the Internal Revenue Code, for the purposes of achieving tax-exempt organization status and to give notice that the organization is not a private foundation. The officers of the Corporation, any one of whom may act, are hereby authorized to prepare and file said Form 1023.
- It is hereby resolved by the incorporators that the Corporation carry on the activities for which it was incorporated.
Witness the following signatures:
Dated: [February 12 1990]
[Robert A. Patterson]
Robert A. Patterson, Incorporator
[Margaret R. Stewart]
Margaret R. Stewart, Incorporator
The foregoing unanimous consent of the incorporators is hereby consented to and fully ratified by the initial voting directors of the Corporation.
[Jane Maeienschein]
Jane Maeienschein
[David L. Hull]
David Hull
[Peter Taylor]
Peter Taylor
[Robert A. Paterson]
Robert A. Paterson
[Joel Cracraft]
Joel Cracraft
[Michael Dietrich]
Michael Dietrich
[Walter Bock]
Walter Bock
[Linnda Caporeal]
Linnda Caporeal
[Elihu Gerson]
Elihu Gerson
[Jonathan Harwood]
Jonathan Harwood
[Frank Nutch]
Frank Nutch
[Phillip Pauly]
Phillip Pauly