INCORPORATION

ARTICLES OF INCORPORATION
OF
THE Software and TECHNOLOGY VENDORS ASSOCIATION
TO:
DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS
BUSINESS REGULATION ADMINISTRATION
CORPORATIONS DIVISION
941 NORTH CAPITOL STREET, N.E.
WASHINGTON, D.C. 20002

We, the undersigned natural persons of the age of twenty-one years or more, acting as incorporators of a corporation under the NON-PROFIT CORPORATION ACT (D.C. Code, 1981 edition, Title 29, Chapter 5), adopt the following Articles of Incorporation:

FIRST: The name of the Corporation is The Software and Technology Vendors Association.

SECOND: The period of its duration is perpetual.

THIRD: The purpose or purposes for which the Corporation is organized are: (i) to promote and bring high quality and innovative technological solutions and assistance to the managed behavioral health and human services industry; (ii) articulate and advocate the needs and interests of the behavioral health and human services technology vendors industry before legislative, administrative and judicial branches of local, state and national governments; and (iii) to promote policies and standards, and conduct activities for the betterment of all those individuals and firms involved in the behavioral health and human services technology vendors industry, provided that such policies and activities are not in violation of the prohibitions set out in Paragraph 7 hereof.

FOURTH: Membership. The Corporation shall have members, divided into such classes and having such voting rights, as provided in the Bylaws.

FIFTH: The Corporation is to be divided into 2 classes of members. The classes of members are as follows: Full and Associate. Qualifications for membership are any of the following: (i) companies engaged as software product providers who offer tools that automate all or part of a behavioral health or human service organization; (ii) companies engaged as ASP/Internet providers who offer business and clinical practice management and/or other business services to behavioral health and/or human services individual practitioners, provider organizations, managed care organizations and/or employee assistance programs; or (iii) companies engaged as content providers who provide internet based behavioral health and/or human services information and content to individual providers, clinicians, therapists and consumers.

SIXTH: Except for the initial Board of Directors, whose names are set forth in these Articles of Incorporation, the Board of Directors shall be elected or appointed as provided in the Bylaws by the membership.

SEVENTH: At all times, notwithstanding any change in name, merger, consolidation, reorganization, termination, dissolution, or winding up of this Corporation, voluntary or involuntary, or by operation of law, or any other provisions hereof:

i. the Corporation shall not possess or exercise any power or authority either expressly, by interpretation, or by operation of law that will prevent it at any time from qualifying and continuing to qualify as a corporation described in Section 501(c)(6) of the Internal Revenue Code; nor shall it engage directly or indirectly in any activity which would cause the loss of such qualifications.

ii. The Corporation shall never be operated for the purpose of carrying on a trade or business for-profit.

iii. At no time shall the Corporation engage in any activities which are unlawful under the laws of the United States of America, the District of Columbia, or any other jurisdiction where its activities are carried on.

iv. No compensation, loan, or other payment shall be paid to any officer, Board member, creator, organizer of the Corporation, or other private persons, except as reasonable compensation for services rendered and/or as a reasonable allowance for authorized expenditures incurred on behalf of the Corporation; and no part of the assets or net earnings, current or accumulated, of the Corporation shall ever be distributed to or divided among such persons, or inure, be used for, accrue to or benefit any such person or private individual.

EIGHTH: Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provisions of the payment of all liabilities of the Corporation, distribute all of the assets of the Corporation to such organizations as shall qualify as tax exempt organizations under Section 501(c) of the Internal Revenue Code of 1986, as amended, hereinafter referred to as "the Code."

NINTH: The address of the initial registered office of the Corporation is and the name of the initial registered agent at such address is:
Address: 1025 Vermont Avenue, N.W.
Washington, DC 20005
Name: CT Corporation System

TENTH: There shall be 7 initial members of the Board of Directors to serve until their successors are elected. The names and addresses of the initial members of the Board of Directors are as follows:

ELEVENTH: The name and address of each incorporator is:

Name ____________________________________________

Title _____________________________________________

Company _________________________________________

Address __________________________________________

Address __________________________________________

Signature _________________________________________

Name ____________________________________________

Title _____________________________________________

Company _________________________________________

Address __________________________________________

Address __________________________________________

Signature _________________________________________

Name ____________________________________________

Title _____________________________________________

Company _________________________________________

Address __________________________________________

Address __________________________________________

Signature _________________________________________

DATE:

I, , a Notary Public, hereby certify that on the _____ day of ________, 2003, LIST NAMES OF INCORPORATORS] appeared before me and signed the foregoing document as incorporators, and have averred that the statements therein contained are true.
(NOTARY SEAL)

 

 

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