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Articles of Incorporation

ARTICLES OF INCORPORATION
OF MID-ATLANTIC RESEARCH INFRASTRUCTURE ALLIANCE


We, the undersigned natural individuals aged twenty-one years or more,
adopt these Articles of Incorporation, pursuant to the Commonwealth of Virginia,
Nonstock Corporation Act, Code of Virginia §§ 13.1-801 et seq., as amended
(the “Act”):

ARTICLE 1. NAME


The name of the corporation is the Mid-Atlantic Research Infrastructure

ARTICLE 2. DURATION


The duration of the corporation shall be perpetual.

ARTICLE 3. PURPOSES

3.1  Purposes

The corporation is organized exclusively for charitable, educational and
scientific purposes within the meaning of Section 501 (c)(3) of the Internal
Revenue Code of 1986, as amended (the “Code”). As such, the corporation is
comprised of organizations dedicated to advancing research and education in the
Commonwealth of Virginia and the United States by (a) promoting and providing
a broad range of advanced networking and cyberinfrastructure technologies and
services to the broadest possible research and educational community; and (b)
facilitating innovative and successful projects and collaborations in connection
with such technology. The specific purposes and objectives of the corporation
including, but not limited to, the following: to (a) promote and provide advanced
cyberinfrastructure technologies and services to enable research and education; (b)
promote end-to-end continuity, consistency, reliability, interoperability,
efficiency and cost-effectiveness in the development and delivery of advanced
services and technologies by means which, at the same time, reflect the diversity
of its members and foster innovation; (c) assist other charitable, scientific and
educational organizations in the conduct of similar activities; (d) do everything
necessary, proper, advisable or convenient for the accomplishment of the
corporation’s purposes and goals; and (e) do all other things incidental or
connected to the beforementioned items that are not forbidden by these Articles
of Incorporation, the Act, the Code or any other law.

3.2  Limitations

3.2.1  Nonprofit Status


The corporation shall not have or issue shares of stock. The corporation is
not organized for profit, and no part of its net earnings shall inure to the benefit of
any Director or Officer of the corporation, or any private individual, except that
the corporation shall be authorized and empowered to pay reasonable
compensation to its Directors or Officers for services rendered, and to make
payments and distributions in furtherance of the purposes of the corporation and
subject to the limitations of Sections 3.2.2 and 3.2.3 hereof.

3.2.2  Distributions; Dissolution


No Director or Officer of the corporation, or any private individual, shall be
entitled to share in the distribution of any of the corporate assets upon dissolution
of the corporation or the winding up of its affairs. Upon such dissolution or
winding up, after paying or making adequate provision for the payment of all the
liabilities of the corporation, all the remaining assets of the corporation shall be
distributed by the Board of Directors, for a purpose or purposes similar to those
set forth in Section 3.1 hereof, to any organization or organizations that then
qualify for exemption under the provisions of Section 501(c)(3) of the Code.

3.2.3  Prohibited Activity


(a) No substantial part of the activities of the corporation shall be devoted
to attempting to influence legislation by propaganda or otherwise, except as may
be permitted to Section 501(c)(3) organizations by the Code. The corporation
shall not, directly or indirectly, participate in or intervene in (including by the
publication or distribution of statements) any political campaign on behalf of or in
opposition to any candidate for public office. The corporation shall not have
objectives or engage in activities that characterize it as an “action” organization
within the meaning of the Code.

(b) Notwithstanding any other provisions of these Articles of Incorporation,
the corporation shall not conduct or carry on activities not permitted to be
conducted or carried on by an organization exempt from federal income tax under
Section 501(c)(3) of the Code or by an organization contributions to which are
deductible under Section 170(c)(2) of the Code.

3.3  Powers

In general, and subject to such limitations and conditions as are or may be
prescribed by law, by these Articles of Incorporation, or by the Bylaws of the
corporation, the corporation shall have the authority to (a) engage in any and all
such activities as are incidental or conducive to the attainment of the purposes of
the corporation set forth in Section 3.1 hereof and (b) exercise any and all powers
authorized or permitted under any laws that are now, or hereafter may be,
applicable or available to the corporation.


ARTICLE 4. BYLAWS

The Board of Directors shall have the power to adopt, amend or repeal the
Bylaws of the corporation.

ARTICLE 5. DIRECTORS

The manner in which Directors shall be elected or appointed shall be
provided in the Bylaws of the corporation. The number of Directors of the
corporation shall be determined in the manner provided by the Bylaws and may
be increased or decreased from time to time in the manner provided therein.

The names of the initial members of the Board of Directors shall be as
follows:

Courtney Carpenter
Dale Hulvey
Walt Sevon
Mark Willis

Jeff Crowder
Mike McPherson
Rusty Waterfield

ARTICLE 6. MEMBERS

The corporation shall initially have two (2) classes of Members, Full
Members and Associate Members. Members shall be approved by the Board of
Directors as set forth in the Bylaws and shall have such rights as are set forth in
the Bylaws. Provided, however, that Full Members shall have no voting rights
other than to appoint Directors in the manner set forth in the Bylaws and
Associate Members shall have no voting rights whatsoever.

ARTICLE 7. LIMITATION OF DIRECTOR LIABILITY


To the full extent that the Act permits the limitation or elimination of the
liability of Directors, a Director of the corporation shall not be liable to the
corporation or its members, if any, for monetary damages for conduct as a
Director. Any amendments to or repeal of this Article 7 shall not adversely affect
any right or protection of a Director of the corporation for or with respect to any
acts or omissions of such Director occurring prior to such amendment or repeal.

ARTICLE 8. INDEMNIFICATION


8.1  Right to Indemnification


Each person who was, is or is threatened to be made a named party to or is
otherwise involved (including, without limitation, as a witness) in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal (hereinafter
a “proceeding”), by reason of the fact that he or she is or was a Director or
Officer of the corporation or, that being or having been such a Director of Officer,
he or she is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another corporation or of a partnership,
joint venture, limited liability company, trust, employee benefit plan or other
enterprise (hereinafter an “indemnitee”), whether the basis of a proceeding is
alleged action in an official capacity as such a director, officer, partner, trustee,
employee or agent or in any other capacity while serving as such a director,
officer, partner, trustee, employee or agent, shall be indemnified and held
harmless by the corporation against all expense, liability and loss (including
attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts to
be paid in settlement) actually and reasonably incurred or suffered by such
indemnitee in connection therewith, and such indemnification shall continue as to
an indemnitee who has ceased to be a director, officer, partner, trustee, employee
or agent and shall inure to the benefit of the indemnitee’s heirs, executors and
administrators. Except as provided in Section 8.4 hereof with respect to
proceedings seeking to enforce rights to indemnification, the corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if the proceeding (or part thereof) was
authorized or ratified by the Board of Directors. The right to indemnification
conferred in this Section 8.1 shall be a contract right.

8.2  Restrictions on Indemnification

No indemnification shall be provided to any such indemnitee for acts or
omissions of the indemnitee finally adjudged to be intentional misconduct or a
knowing violation of law, for conduct of the indemnitee finally adjudged to be in
violation of Article 9 of the Act for any transaction with respect to which it was
finally adjudged that such indemnitee personally received a benefit in money,
property or services to which the indemnitee was not legally entitled or if the
corporation is otherwise prohibited by applicable law from paying such
indemnification, except that if Article 9 or any successor provision of the Act is
hereafter amended, the restrictions on indemnification set forth in this Section 8.2
shall be as set forth in such amended statutory provision.

8.3  Advancement of Expenses

The right to indemnification conferred in Section 8.1 hereof shall include
the right to be paid by the corporation the expenses incurred in defending any
proceeding in advance of its final disposition (hereinafter an “advancement of
expenses”). An advancement of expenses shall be made upon delivery to the
corporation of (i) a signed written sttaement from the indemnitee that such
indemnitee has, in his or her good faith belief, met the standards of conduct
described in Section 13.1-876 of the Act and (ii) an undertaking (hereinafter
an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from which
there is no further right to appeal that such indemnitee is not entitled to be
indemnified for such expenses under this Section 8.3.

8.4  Right of Indemnitee to Bring Suit

If a claim under Section 8.1 or 8.3 hereof is not paid in full by the
corporation within 60 days after a written claim has been received by the
corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be 20 days, the indemnitee may at any time
thereafter bring suit against the corporation to recover the unpaid amount of the
claim. If successful in whole or in part, in any such suit or in a suit brought by
the corporation to recover an advancement of expenses pursuant to the terms of
an undertaking, the indemnitee shall also be entitled to be paid the expense of
prosecuting or defending such suit. The indemnitee shall be presumed to be
entitled to indemnification under this Article 8 upon submission of a written
claim (and, in an action brought to enforce a claim for an advancement of
expenses, where the required undertaking has been tendered to the corporation),
and, thereafter, the corporation shall have the burden of proof to overcome the
presumption that the indemnitee is so entitled.

8.5  Procedures Exclusive

Pursuant to Article 9 or any successor provision of the Act, the procedures
for indemnification and advancement of expenses set forth in this Article 8 are in
lieu of the procedures required by Article 9 or any successor provision of the Act.

8.6  Nonexclusivity of Rights

The right to indemnification and the advancement of expenses conferred in
this Article 8 shall not be exclusive of any other right that any person may have or
hereafter acquire under any statute, provision of the Articles of Incorporation or
the Bylaws of the corporation, by general or specific action of the Board of
Directors, or by contract or otherwise.

8.7  nsurance, Contracts and Funding

The corporation may maintain insurance, at its expense, to protect itself and
any Director, Officer, partner, trustee, employee or agent of the corporation or
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such
expense, liability or loss under the Act. The corporation may enter into contracts
with any Director, Officer, partner, trustee, employee or agent of the corporation
in furtherance of the provisions of this Article 8 and may create a trust fund, grant
a security interest or use other means (including, without limitation, a letter of
indemnification as provided in this Article 8.

8.8  Indemnification of Employees and Agents of the Corporation

The corporation may, by action of the Board of Directors, grant rights to
indemnification and advancement of expenses to employees and agents or any
class or group of employees and agents of the corporation (a) with the same scope
and effect as the provisions of this Article 8 with respect to the indemnification
and advancement of expenses of Directors and Officers of the corporation, (b)
pursuant to rights granted under, or provided by, the Act, or (c) as are otherwise
consistent with law.

8.9  Persons Serving Other Entities

Any person who, while a Director, Officer or employee of the corporation,
is or was serving (a) as a director or officer of another foreign or domestic
corporation of which a majority of the shares entitled to vote in the election of its
directors is held by the corporation or (b) as a partner, trustee or otherwise in an
executive or management capacity in a partnership, joint venture, limited liability
company, trust or other enterprise of which the corporation or a wholly owned
subsidiary of the corporation is a general partner or has a majority ownership
shall be deemed to be so serving at the request of the corporation and entitled to
indemnification and advancement of expenses under Sections 8.1 and 8.3 hereof.

ARTICLE 9. REGISTERED OFFICE AND REGISTERED AGENT

The address of the registered office of the corporation is 951 East Byrd
Street, Hunton & Williams LLP, 2nd Floor, Richmond, VA 23219, which is
located in the City of Richmond, and the name of its registered agent at such
address is Sean M. Beard, an individual who is a resident of Virginia and a
member of the Virginia State Bar.

ARTICLE 10. AMENDMENT TO ARTICLES OF INCORPORATION

The Board of Directors of the corporation reserves the right to amend or
repeal any of the provisions contained in these Articles of Incorporation in any
manner now or hereafter permitted by law.

Signed:

_____________________________________
Sean M. Beard, Incorporator

Date: _________________
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