WBA Articles of Incorporation
Women’s Bar Association of the District of Columbia (WBA) Articles of Incorporation
Restated and Effective as of December 20, 2013
FIRST: The name of the corporation is the Women’s Bar Association of the District of Columbia (the “Corporation”). The Corporation is a nonprofit corporation organized under the District of Columbia Nonprofit Corporation Act of 2010 (the “D.C. Act”), District of Columbia Code Title 29, Chapter 4.
SECOND: The period of the Corporation’s duration is perpetual.
THIRD: Corporation is organized and shall be operated exclusively as a business league within the meaning of § 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “IRC”). The purposes for which the Corporation is formed are:
(a) to maintain the honor and integrity of the profession of the law, and to increase its usefulness in promoting the administration of justice;
(b) to advance and protect the interests of women lawyers of the District of Columbia, to promote their mutual improvement, and to encourage a spirit of friendship among its members; and
(c) subject to the requirements of § 501(c)(6) of the IRC, to otherwise engage in any lawful act or activity for which nonprofit corporations may be organized under the D.C. Act.
In furtherance thereof, the Corporation shall have all the general powers enumerated in § 29-403.02 of the D.C. Act as now in effect or as may hereafter be amended, together with the power to solicit grants and contributions for such purposes.
FOURTH: The Corporation shall have no authority to issue capital stock.
FIFTH: The Corporation shall have one or more classes of Members, as that term is defined in the D.C. Act, as set forth in the Amended and Restated Bylaws (the “Bylaws”) of the Corporation. The qualifications and rights of such Members shall be as prescribed in the Bylaws.
SIXTH: All powers of the Corporation shall be exercised by or under the authority of the Board, and the activities and affairs of the Corporation shall be managed by or under the direction, and subject to the oversight, of the Board. The Board shall consist of at least six Directors, which number may be increased pursuant to or in the manner set forth in the Bylaws, and who shall be elected or appointed as provided in the Bylaws.
SEVENTH: The address of the principal office of the Corporation within the District of Columbia is 2020 Pennsylvania Avenue, NW, Suite 446, Washington, District of Columbia 20006.
EIGHTH: The name and address of the registered agent of the Corporation are as follows: Carol Montoya, c/o Women’s Bar Association of the District of Columbia, 2020 Pennsylvania Avenue, NW, Suite 446, Washington, District of Columbia 20006.
NINTH: No part of the assets or net earnings of the Corporation shall inure to the benefit of, or be distributable to any Director, Officer, or Member of the Corporation, or any other private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to or for the Corporation and to make payments and distributions in furtherance of the purposes set forth in Article THIRD hereof.
Notwithstanding any other provision of these Amended and Restated Articles of Incorporation (the “Articles of Incorporation”), the Corporation shall not directly or indirectly carry on any activity which is not permitted to be carried on by a corporation exempt from federal income tax under § 501(c)(6) of the IRC.
TENTH: In the event of dissolution or final liquidation of the Corporation, all of the remaining assets and property of the Corporation shall, after paying or making provision for the payment of all of the liabilities and obligations of the Corporation and for necessary expenses thereof, be distributed to one or more organizations as the Board shall determine that are organized and operated for exempt purposes and that at the time qualify as an exempt organization or organizations under § 501(c)(3) or § 501(c)(6) of the IRC. In the event that the Corporation’s assets and property are not so distributed, the Corporation’s assets and property shall be distributed to the federal government, or to a state or local government for a public purpose. Any of the Corporation’s assets and property not so distributed pursuant to the foregoing provisions of this Article shall be distributed by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organizations, as said court shall determine. In no event shall any of the Corporation’s assets or property be distributed to any Director, Officer, Member, or other private person.
ELEVENTH: These Articles of Incorporation may be amended or repealed, in whole or in part, if adopted by the Board and approved by a majority vote of the Members present at any regular or special meeting at which a quorum exists, provided that notice is given to all Members at least one (1) week before such meeting.
TWELFTH: These Articles of Incorporation may be amended or repealed, in whole or in part, if adopted by the Board and approved by a majority vote of the Members present at any regular or special meeting at which a quorum exists, provided that notice is given to all Members at least one (1) week before such meeting.
THIRTEENTH:
(a) Right to Indemnification. The Corporation shall, to the full extent permitted by applicable law as the same exists or may hereinafter be in effect, indemnify any person who is or was made or threatened to be made a party to, or is or was a witness or other participant in, any proceeding because such person is or was a Director or Officer of the Corporation, or while a Director or Officer of the Corporation is or was serving at the request of the Corporation at any other enterprise as a director, officer, partner, trustee, employee or agent, against all liability (including reasonable expenses) incurred in such proceeding. The rights provided by this Article shall apply only with respect to a proceeding (or part thereof) to which a Director or Officer is or was made or threatened to be made a party, or is or was a witness or other participant in, because such person is or was a Director or Officer of the Corporation, or while a Director or Officer of the Corporation is or was serving at the request of the Corporation at any other enterprise as a director, officer, partner, trustee, employee or agent, and such rights shall not extend to any action taken or any failure to take any action (or any proceeding or part thereof based on or arising in any way out of any action taken or any failure to take any action) by such person in any other capacity.
For purposes of this Article: (i) the term “proceeding” includes any threatened, pending or completed action, suit, arbitration, alternative dispute mechanism, inquiry, investigation, hearing or other proceeding (including any appeal therein), whether criminal, civil, administrative, legislative, investigative or otherwise, and whether formal or informal, (ii) “other enterprise” includes any another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity, and (iii) “Director” or “director” includes a member of a designated body, as defined in the D.C. Act. In addition to the rights granted to members of a designated body under this Article, the provisions of the D.C. Act eliminating the liability of Directors shall apply to any members of a designated body of the Corporation who are not Directors to the same extent such provisions apply to Directors.
The Corporation shall indemnify a Director or Officer to the extent such person was successful, on the merits or otherwise, in the defense of any proceeding (or part thereof, including in the defense of any claim, issue or matter therein), to which such person is or was made a party because he or she is or was a Director or Officer of the Corporation, or while a Director or Officer of the Corporation is or was serving at the request of the Corporation at any other enterprise as a director, officer, partner, trustee, employee or agent, against reasonable expenses incurred by such person in connection with the proceeding (or part thereof) with respect to which such person has been successful.
Notwithstanding any other provision of this Article, except for proceedings to enforce rights under this Article, the Corporation shall not be obligated to indemnify any Director or Officer in connection with a proceeding (or part thereof, including claims and counterclaims, whether the counterclaims are initiated by such person or by the Corporation in a proceeding initiated by such person) initiated by such person unless the initiation of such proceeding (or part thereof) was authorized or consented to by the Board of Directors.
(b) Right to Advance for Expenses. The Corporation shall, to the full extent permitted by applicable law as the same exists or may hereinafter be in effect, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a Director or Officer of the Corporation, in connection with defending any proceeding referred to in section (a) of this Article; provided, however, that payment or reimbursement of expenses incurred by a Director or Officer of the Corporation in advance of the final disposition of such proceeding shall be made only if the Director or Officer delivers to the Corporation: (i) an affirmation in the form of a record of her good faith belief that he or she has met the relevant standard of conduct described in the D.C. Act or that the proceeding involves conduct for which liability has been eliminated in the D.C. Act; and (ii) an undertaking in the form of a record to repay any funds advanced if he or she is not entitled to mandatory indemnification under section (a) of this Article and it is ultimately determined, after a final adjudication from which there is no further right to appeal, that the Director or Officer has not met the relevant standard of conduct described in the D.C. Act.
For purposes of these Articles of Incorporation, “record,” used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(c) Process for Obtaining Indemnification and Advance for Expenses. Any indemnification under section (a) of this Article (unless ordered by a court or required by section (a) of this Article) shall be made by the Corporation only if a determination has been made in the specific case that indemnification of the Director or Officer is permissible in the circumstances because such person has met the relevant standard of conduct described in the D.C. Act. To receive indemnification under this Article, a Director or Officer shall submit to the Corporation a request in the form of a record, which shall include documentation or information that is necessary to determine the entitlement of such person to indemnification and that is reasonably available to such person. Upon receipt by the Corporation of a request for indemnification, the determination regarding whether such person is entitled to indemnification shall be made by the disinterested Directors, a committee of such Directors, or special legal counsel, in accordance with the procedures set forth in the D.C. Act. The determination of entitlement to indemnification shall be made, and, unless a contrary determination is made, such indemnification shall be paid in full, within sixty days after the Corporation receives the request for indemnification.
To receive an advance for expenses under this Article, a Director or Officer shall submit to the Corporation a request in the form of a record, which shall reasonably evidence the expenses incurred by such person and shall include or be accompanied by the affirmation and the undertaking required by section (b) of this Article. Each advance for expenses shall be paid in full within twenty days after the Corporation receives such request.
The burden of establishing that a Director or Officer is not entitled to indemnification or advance for expenses under this Article or otherwise shall be on the Corporation.
(d) Right to Bring Suit. If a request for indemnification or advance for expenses is not paid in full by the Corporation or on its behalf within the time frames specified in section (c) of this Article, a Director or Officer may at any time thereafter bring suit against the Corporation in a court of competent jurisdiction in the District of Columbia to recover the unpaid amount of the request. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advance for expenses pursuant to the terms of an undertaking, the Director or Officer shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit brought by a Director or Officer to enforce a right to indemnification under this Article (but not in a suit to enforce a right to an advance for expenses), it shall be a defense that such person has not met the relevant standard of conduct described in the D.C. Act, and in any suit brought by the Corporation to recover an advance for expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses if it is ultimately determined, after a final adjudication from which there is no further right to appeal, that such person has not met the relevant standard of conduct described in the D.C. Act. Neither the failure of the Corporation (including its disinterested Directors, a committee of such Directors or special legal counsel) to have made a determination prior to the commencement of any such suit that indemnification is permissible in the circumstances because the Director or Officer has met the relevant standard of conduct described in the D.C. Act, nor an actual determination by the Corporation (including its Directors who are not party to such suit, a committee of such Directors or special legal counsel) prior to the commencement of such suit that such person has not met the relevant standard of conduct described in the D.C. Act, shall create a presumption that such person has not met the relevant standard of conduct or, in the case of such a suit brought by the Director or Officer, be a defense to such suit.
In any suit brought by a Director or Officer to enforce a right to indemnification or to advance for expenses under this Article, or brought by the Corporation to recover an advance for expenses pursuant to the terms of an undertaking, the burden of proving that the Director or Officer is not entitled to be indemnified, or to such advance for expenses, under this Article or otherwise shall be on the Corporation.
(e) Employees and Agents. The Corporation may, to the extent authorized from time to time, grant rights to indemnification and advance for expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advance for expenses for Directors or Officers of the Corporation.
(f) Nature of Rights. The rights provided by this Article shall apply whether or not the proceeding to which the indemnification or advance for expenses relates arose in whole or in part prior to the date of adoption or amendment of this Article. The rights provided by this Article shall be contract rights that shall vest at the time a person becomes a Director or Officer and that shall continue as to a person who has ceased to be a Director or Officer and shall inure to the benefit of the estate and personal representatives of such person. Any amendment or repeal of the provisions of this Article shall not limit the right of any person with respect to action taken or any failure to take any action by such person prior to such amendment or repeal.
(g) Non-Exclusivity of Rights. The rights provided by this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification or advance for expenses may be entitled under any law, provision of these Articles of Incorporation or the Bylaws of the Corporation, agreement, vote of disinterested Directors or otherwise; provided, however, that the Corporation shall be the indemnitor of first resort and any person seeking indemnification or advance for expenses with respect to any proceeding shall first seek to exhaust recovery for such amounts pursuant to rights granted by the Corporation, whether under any provision of these Articles of Incorporation or the Bylaws of the Corporation, agreement, vote of disinterested Directors, liability insurance maintained by the Corporation or otherwise.
(h) Agreements and Insurance. The Corporation shall have the power to enter into agreements with any Director, Officer, employee or agent in furtherance of the provisions of this Article to provide for the payment of such amounts as may be appropriate to effect indemnification and advance for expenses as provided in this Article. The Corporation may purchase and maintain liability insurance on behalf of a person who is or was a Director, Officer, employee or agent of the Corporation, or who, while serving as a Director, Officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another enterprise, against liability asserted against or incurred by such person in such capacity, or arising out of her status as such, whether or not the Corporation would have the power to indemnify or advance expenses to such person against the same liability under the D.C. Act.
(i) Severability. If any provision or provisions of this Article are held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article (including without limitation, all portions of any sections of this Article containing any such provision held to be invalid, illegal or unenforceable, that are not by themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this Article (including, without limitation, all portions of any section of this Article containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
* * * * *
In accordance with the D.C. Act, these Articles of Incorporation were duly approved and adopted at (i) a meeting of the Board of the Corporation held on November 19, 2013 and (ii) a meeting of the Regular Members of the Corporation held on December 20, 2013.