E-mail the CoalitionATAC ORGANIZATIONAL DOCUMENTS
BY-LAWS OF
AIDS TREATMENT ACTIVISTS COALITION
Adopted by ATAC Membership May 22, 2003
INDEX:
1.1 AIDS Treatment Activists Coalition (“ATAC”) is a national coalition
of AIDS activists, many living with HIV/AIDS, working together to end the AIDS
epidemic by advancing research on HIV/AIDS.
1.2. ATAC shall pursue the following goals:
1.2.1 To encourage greater and more effective involvement of people with HIV/AIDS
in the decisions that affect their lives by identifying, mentoring and empowering
treatment activists in all communities affected by the epidemic.
1.2.2 To develop within all communities affected by HIV/AIDS and related coinfections
the leadership to provide the knowledge and skills needed to advocate for improved
research, treatment and access to care.
1.2.3 To enable treatment activists to speak with a united, powerful voice to
provide meaningful input into issues concerning HIV disease and related complications
and coinfections.
1.2.4 To facilitate communications and set agenda items:
1.2.4.1 between HIV/AIDS treatment activists and government, industry and academia
in matters affecting research, treatment and access;
1.2.4.2 among HIV/AIDS treatment activists and the larger HIV community in keeping
up to date with the latest developments in research, treatment and access.
2.1 The principal office of ATAC shall be c/o New York City AIDS Housing Network,
80A 4th Avenue, Brooklyn NY until such time, if ever, as the Steering Committee
selects a different office.
2.2 ATAC may also maintain such other office or offices in such place or places
as the Steering Committee may elect, from time to time.
ATAC shall operate on a calendar fiscal year until such time, if ever, as the Steering Committee elects to adopt a different fiscal year.
4.1 Non-Voting Members.
4.1.1 A Non-Voting Member of ATAC is any individual who submits a membership
application to the Steering Committee, in a form designated by the Steering
Committee, and who satisfies the following criteria:
4.1.1.1 The applicant must be able to demonstrate some commitment to AIDS treatment
activism; and
4.1.1.2 The applicant must have no conflicts of interest, as discussed in Section
4.3 of these By-Laws.
4.2 As used herein, “Voting Members” shall refer to those members
of ATAC who satisfy the requirements of Paragraph 4.1 above and who become active
members of any ATAC Working Group.
4.3 Applicants for membership shall be deemed to have a conflict of interest
if they are:
4.3.1 a direct employee of a drug company, pharmaceutical trade association,
medical device manufacturer, and those acting as direct agents thereof; or
4.3.2 an indirect full-time employee of a drug company, pharmaceutical trade
association, medical device manufacturer, and those acting as direct agents
thereof , i.e., engaged in rendering services to a drug company or pharmaceutical
trade association through a contracted, for-profit business, including without
limitation public relations firms.
ARTICLE V: REMOVAL OF A MEMBER
5.1 Non-Voting Members may be removed from ATAC’s membership rolls for
violation of the Rules of Conduct established for ATAC’s e-mail lists
by the Steering Committee, and for such other good cause as set forth in a written
policy on the Removal of Members to be adopted by the Steering Committee.
5.2 Voting Members may be removed from ATAC’s membership rolls under the
same circumstances as apply to Non-Voting Members, as well as under the following
procedure:
5.2.1 Removal For Inactivity:
5.2.1.1 As used herein, the “chair” of a Working Group shall refer
to that person or persons selected by the Working Group as being responsible
for administrative matters.
5.2.1.2 When a Voting Member is no longer active on a Working Group, as active
membership is defined by that Working Group, the chair of that Working Group
shall notify both the Voting Member and Membership and Working Group Sub- Committee
that the Voting Member is no longer a member of that Working Group.
5.2.1.3 The Membership and Working Group Sub-Committee will notify that Voting
Member that they must become an active member in another Working Group in order
to retain their status as a Voting Member of ATAC.
5.2.1.4 If, within a period of three (3) months, the Membership and Working
Group Sub-Committee has not been notified by a Working Group chair that the
Voting Member is an active member of their Working Group, that Voting Member
shall be notified by the Membership and Working Group Sub-Committee that they
have been designated a Non-Voting Member.
5.2.1.5 All decisions regarding the removal of Non-Voting Members and/or Voting
Members from Working Groups for inactivity shall be made by the Membership and
Working Group Sub-Committee. Written appeals from any such removal to any such
removal can be brought by the member in question to the Steering Committee.
The Steering Committee shall either confirm or reverse the decision of the Membership
and Working Group Sub-Committee within thirty (30) days of receipt of such written
appeal.
5.2.2 Removal For Cause:
5.2.2.1 Any Working Group member may be removed from any Working Group for good
cause as set forth in a written policy on the Removal of Members to be adopted
by such Working Group.
5.2.2.2 Written appeals to any such removal can be brought by the member in
question to the Steering Committee. The Steering Committee shall either confirm
or reverse the decision of the Working Group within thirty (30) days of receipt
of such written appeal.
5.3 Notwithstanding anything to the contrary set forth herein, until such time
as a permanent Steering Committee is elected by the Voting Membership of ATAC,
any person who subscribes to the electronic mailing list ATAC-DISCUSS shall
be deemed a Voting Member of ATAC and shall enjoy the voting rights reserved
to Voting Members.
6.1 Voting on By-Laws
6.1.1 These By-Laws shall become effective upon a two-thirds (2/3) vote of the
Voting Members, provided that no such vote shall be valid unless votes are cast
by at least one-half (1/2) of the then-current Voting Membership. At the discretion
of the Steering Committee, this vote may be conducted in person, by e-mail and/
or regular mail.
6.1.2 Any Voting Member may present to the voting membership at any time any
proposed amendment to these By-Laws.
6.1.3 These By-Laws may be amended only by a two-thirds (2/3) majority vote
of the Voting Members who vote on any such amendment, provided that votes are
cast by at least one-half (1/2) of the then-current Voting Membership.
6.2 Voting on At-Large Steering Committee Representatives
6.2.1 Voting Members shall have the right to elect At-Large Representatives
to the Steering Committee not less frequently than annually in accordance with
the provisions herein.
6.2.2 At least thirty (30) days prior to each Annual Meeting, the Administration
and Communication Sub-Committee shall form a Nominating Committee, such Nominating
Committee to be constituted of not less two (2) Steering Committee Representatives
and not less than three (3) Voting Members, none of which Voting Members may
be Steering Committee Representatives.
6.2.2.1 The Nominating Committee shall poll the membership for nominations,
and may add to the list of names submitted by the membership any additional
names it deems appropriate.
6.2.2.2 There shall be no maximum number of nominations.
6.2.2.3 The number of available At-Large Representative positions shall be determined
in accordance with Paragraph 9.1 below.
6.2.3 At least five (5) days prior to the Annual Meeting of the membership,
the Nominating Committee shall publish a ballot of candidates for At-Large Steering
Committee Representative positions by such means as deemed appropriate by the
Steering Committee, but at a minimum such publication shall include a notice
published to the ATAC-DISCUSS list..
6.2.4 Each Voting Member shall be entitled to one (1) vote for each at-large
position being determined in any given election. The candidates receiving the
greatest number of votes will be elected.
6.3 Voting on Additional Matters.
6.3.1 The Steering Committee shall have the authority to put any other matter
it may deem appropriate to a vote of the Voting Membership.
6.3.2 Such votes shall be decided on the basis of a simple majority of those
Voting Members responding to such vote, provided that no such vote shall be
valid unless votes are cast by at least one-half (1/2) of the then-current Voting
Membership.
6.3.3 Such votes may be conducted by e-mail and/or regular mail, at the discretion
of the Steering Committee.
6.4 Member Proposals. Upon presentation of a petition requesting a vote on any
matter, including without limitation any decision on any issue reached by the
Steering Committee, which petition has been signed by not less than twenty (20%)
percent of the then-current Voting Membership, the Steering Committee shall
put such matter before the membership for a vote in accordance with the terms
herein.
7.1 There shall be at least one (1) Annual Meeting of the Voting Membership
of ATAC each year for the purpose of electing At-Large Representatives to the
Steering Committee and such other business as may be deemed appropriate by the
Steering Committee. At the discretion of the Steering Committee, this Annual
Meeting and vote may be conducted by e-mail and/or regular mail. The Voting
Membership shall receive written notice of any Annual Meeting by such means
as are determined by the Steering Committee, but at a minimum shall include
a notice published to the ATAC-DISCUSS list.
7.2 Special Meetings of the membership may be called at any time for any purpose
by the Steering Committee. The membership shall receive written notice of any
Special Meeting by such means as determined by the Steering Committee, but at
a minimum shall include a notice published to the ATAC-DISCUSS list. Business
conducted at any such Special Meeting of the membership shall be confined to
the purpose or purposes stated in that written notice. At the discretion of
the Steering Committee, Special Meetings may be conducted by e-mail and/ or
regular mail.
7.3 At each meeting of the membership, one (1) or more members shall be designated
as secretary(ies) for the purposes of taking notes of the discussion(s) which
take place at said meeting. Meeting notes shall be provided by the Steering
Committee to the membership.
8.1 Definitions.
8.1.1 As used herein, a "Working Group” shall mean any group of two
(2) or more ATAC members who choose to pursue work on an area of HIV/AIDS treatment
advocacy and submit a proposal for a Working Group to the Steering Committee,
which proposal the Steering Committee approves.
8.1.2 As used herein, an “ad-hoc Working Group” shall mean a Working
Group formed to address a particular event or achieve a time-limited goal. Upon
the achievement, or failure to achieve, its defined goals, an ad-hoc Working
Group shall cease operations.
8.1.3 As used herein, a “standing Working Group" shall continue in
operation indefinitely.
8.2 Working Groups may be either ad-hoc or standing in nature, depending on
their mandate, and may be content-based (i.e., AIDS Drug Assistance Program,
drug company advocacy) or task-based (i.e., treatment education, mentoring).
8.3 Working Group proposals shall include, without limitation, a statement of
goals, objectives and resource needs.
8.4 The Steering Committee will review all Working Group proposals submitted
by the membership, and may assist the submitting members in amending the proposal
to address any perceived weaknesses.
8.5. The Steering Committee will determine whether or not ATAC shall recognize
each proposed Working Group.
8.6 In the event the Steering Committee determines that ATAC shall recognize
given Working Group, the Steering Committee in its sole discretion will determine
whether the Working Group shall have the authority to send a voting representative
to the Steering Committee. Not every Working Group will send a voting representative
to the Steering Committee. The Steering Committee will also determine an appropriate
level of resources to devote to that Working Group; i.e., money for conference
calls, mailings, separate e-mail lists and travel stipends. Different Working
Groups may receive different levels of support, such determination to be based
on the number of Working Group members (actual and potential), the expressed
needs set forth in the Working Group proposal and such other factors as may
be identified by the Steering Committee.
8.7 Once a Working Group proposal has been accepted by the Steering Committee,
that Working Group shall have the authority to:
8.7.1 Generate sign-on letters in the name of the Working Group.
8.7.2 Issue public statements in the name of the Working Group.
8.7.3 Set its own agendas, schedules, meetings, voting structures, membership
criteria and codes of conduct for its individual e-mail list(s).
8.7.4 Coordinate with outside organizations and individuals.
8.7.5 Solicit and accept in-kind donations from its members, provided, however,
that all other fund-raising activity is coordinated with and approved by the
Steering Committee.
8.8 As a general rule, policy decisions are reserved to Working Groups.
8.9 Each Working Group shall have a contact person for new members.
8.10 Each Working Group shall provide a list of active members to the Steering
Committee no less frequently than annually for the purpose of determining voting
eligibility, or as otherwise requested by the Steering Committee.
8.11 Each Working Group shall provide an activity report to the Steering Committee
no less frequently than monthly, or as otherwise requested by the Steering Committee.
8.12 The Steering Committee reserves the right to revoke the recognized status
of any Working Group deemed by the Steering Committee to be no longer active.
8.13 All decisions regarding the termination of a Working Group shall be made
by the Membership and Working Groups Sub-Committee. Written appeals from any
such termination can be brought to the Steering Committee, which shall either
confirm or reverse the decision of the Membership and Working Group Sub-Committee
within thirty (30) days of receipt of such written appeal.
8.14 At each meeting of any Working Group, one (1) member shall be designated
as secretary for the purposes of taking notes of the discussion(s) which take
place at said meeting. Meeting notes shall be provided to the Steering Committee.
8.15 Subject to Paragraph 8.8 above, Working Groups shall have the option of
designating any Working Group materials as confidential and not for distribution,
either within or outside of ATAC.
ARTICLE IX: STEERING COMMITTEE
9.1 As used herein, “Committees” and “Sub-Committees”
refer to groups charged by the Steering Committee to execute tasks related to
the administrative and organizational needs of ATAC.
9.2 The Steering Committee shall perform all functions customarily performed
by a Board of Directors.
9.3 The Steering Committee shall be comprised of not less than nine (9) and
not more than twenty-one (21) representatives, including:
9.3.1 One (1) representative from each Working Group eligible to elect a voting
representative to the Steering Committee, selected as deemed appropriate by
each such Working Group; and
9.3.2 A number of At-Large Representatives elected by the Voting Membership
in accordance with the terms herein, such number of At-Large Representatives
to exceed by one (1) the number of Working Group Steering Committee Representatives,
or as needed to achieve a minimum of nine (9) Steering Committee representatives.
Notwithstanding the foregoing, until such time as these By-Laws are adopted
and Steering Committee members are elected as specified above, there shall be
seven (7) At-Large Steering Committee Representatives and two (2) Working Group
Steering Committee Representatives on the Steering Committee.
9.4 Members of the Steering Committee shall serve for a term of one (1) year.
9.4.1 The one (1) year term of At-Large Steering Committee Representatives shall
commence immediately upon their election.
9.4.2 The one (1) year term of Working Group Steering Committee Representatives
shall commence upon six (6) months after the commencement of the term of the
then-current At-Large Steering Committee Representatives. However, the initial
Working Group Steering Committee Representatives shall serve for a term of eighteen
(18) months commencing at the time of the first election of At-Large Steering
Committee Representatives.
9.4.3 There shall be no maximum number of terms for which any representative
shall be eligible to serve on the Steering Committee.
9.5 The Steering Committee shall maintain the following Sub-Committees:
9.5.1 Administrative and Communication, the duties of which shall include, without
limitation:
9.5.1.1 hiring and overseeing one (1) or more administrative staff person(s)
and an accountant;
9.5.1.2 developing web site policies;
9.5.1.3 developing rules and policies for the use and moderation of e-mail lists;
9.5.1.4 authorizing the creation and/ or discontinuation of e-mail lists;
9.5.1.5 maintaining ATAC’s archives;
9.5.1.6 scheduling Annual and Special Meetings of members; and
9.5.1.7 making all preparations with respect to voting.
9.5.2 Membership and Working Groups, the duties of which shall include, without
limitation:
9.5.2.1 processing membership and Working Group applications; and
9.5.2.2 taking necessary action to remove Members and to terminate Working Groups
which are no longer active.
9.5.2.3 Upon request from the working groups concerned, or on its own initiative,
this sub-committee may attempt to mediate conflicts between or among Working
Groups.
9.5.3 Finance and Budget, the duties of which shall include, without limitation:
9.5.3.1 drafting an annual budget for the projected activities of ATAC, its
staff, members and Working Groups;
9.5.3.2 maintaining ATAC’s bank accounts;
9.5.3.3 disbursing funds;
9.5.3.4 planning and coordinating ATAC’s fund-raising activities;
9.5.3.5 developing and coordinating fundraising goals and priorities among ATAC’s
Working Groups in such a way as to leverage the greatest benefit for the entire
organization;
9.5.3.6 formulating and maintaining a policy with respect to sources of funds
which are deemed inappropriate for ATAC to accept; and
9.5.3.7 such other financial duties as the sub-committee and/ or the Steering
Committee shall deem appropriate.
9.5.3.8 The Finance and Budget Sub-Committee shall also be charged with soliciting
members of a Fundraising Advisory Board to assist in fund-raising.
9.5.4 The Steering Committee may form such additional sub-committees as it may
deem necessary and/or appropriate.
9.5.5 The Steering Committee shall have the right, but not the obligation, to
invite non-Steering Committee Voting Members to participate in the activities
of any committee or sub-committee.
9.5.6 Sub-Committees shall in all instances operate under the guidance of the
Steering Committee, which shall retain final decision making authority on all
matters.
9.5.7 Sub-Committees shall report on their activities to the Steering Committee
no less frequently than monthly.
9.6 Unless indicated to the contrary in these By-Laws, the Steering Committee
shall make its decisions as described below:
9.6.1 Each Steering Committee representative will be polled in order to determine
whether each individually supports the proposal. In order for any proposal before
the Steering Committee to pass, such proposal may not be opposed, or “blocked”,
by more than one (1) representative on the Steering Committee. Any Steering
Committee representative may stand aside on any such proposal, for any reason,
and such representative shall not be deemed to have opposed, or “blocked”,
such proposal.
9.6.2 In the event any proposal fails to be approved in accordance with Paragraph
9.4.1 above, any representative no the Steering Committee may petition the Steering
Committee to conduct a formal vote on the proposal.
9.6.3 This petition for a formal vote must be approved by not less than two-thirds
(2/3) of the representatives on the Steering Committee.
9.6.4 In the event that a petition for a more formal vote is approved by two-thirds
(2/3) of the representatives on the Steering Committee, the proposal in question
shall be put to a formal vote.
9.6.5 In the event two-thirds of the representatives on the Steering Committee
approve such proposal in such formal vote, such proposal shall be approved.
9.6.6 Votes of the Steering Committee shall be determined based on the total
number of positions on the Steering Committee, not counting any vacant positions.
9.7 The Steering Committee alone shall have the authority to:
9.7.1 Issue sign-on letters, or sign on to third party sign-on letters, in the
name of ATAC as a whole.
9.7.2 Issue public statements in the name of ATAC as a whole;
9.7.3 Set agendas, schedules, meetings, voting structures, membership criteria
and codes of conduct for ATAC as a whole;
9.7.4 Coordinate with outside organizations and individuals on behalf of ATAC
as a whole; and.
9.7.5 Engage in fund-raising activity for ATAC as a whole, provided, however,
that the Steering Committee may elect to coordinate fund-raising activity with
any Working Groups.
9.8 Any Voting Member of ATAC shall be eligible to serve as a representative
on the Steering Committee.
9.9 Any Steering Committee member may be relieved of his or her duties in the
event that such member is deemed to be derelict in the performance of his or
her duties, or for other good cause as set forth in a written policy on the
Removal of Steering Committee Members to be adopted by the Steering Committee.
9.10 All decisions regarding the removal of Steering Committee representatives
shall be made by the Steering Committee. In the event any removed representative
wishes to appeal such removal, the Administration Sub-Committee shall form an
Appeals Committee constituted of not less than three (3) Voting Members, none
of whom may be Steering Committee Representatives, and the removed representative
may make a written appeal to such Appeals Committee. The Appeals Committee shall
either confirm or reverse the decision of the Steering Committee within thirty
(30) days of receipt of such written appeal.
9.11 In the case of any vacancy or vacancies in At-Large Representative positions
on the Steering Committee through death, resignation, disqualification, removal
or other cause, the then-current Steering Committee representatives may appoint
a successor or successors to hold office for the unexpired portion of the term(s)
of the representative(s) whose place(s) shall be vacant in such manner as the
Steering Committee may determine from time to time. Similarly, in the event
of the number of available At-Large Steering Committee Representatives is increased
as a result of the recognition of any new Working Group(s), the then-current
Steering Committee representatives may increase the number of At-Large Representatives
by appointing one (1) or more At-Large Representatives in such manner as the
Steering Committee may determine from time to time.
9.12 The Steering Committee shall meet no less frequently than monthly. At the
discretion of the Steering Committee, this annual meeting may be conducted by
e-mail and/ or regular mail, or by teleconference.
9.13 At each meeting of the Steering Committee, one (1) member shall be designated
as secretary for the purposes of taking notes of the discussion(s) which take
place at said meeting.
9.14 In drafting policies for ATAC, the Steering Committee in all instances
shall publish a proposed policy to the Voting Membership on the ATAC-DISCUSS
list and allow for a period of not less than two (2) weeks for Voting Members
to submit comments thereon prior to adopting said policy. Notwithstanding the
foregoing, the Steering Committee shall have the final authority in determining
appropriate policies for ATAC, subject only to the terms of these By-Laws.
ARTICLE X: STEERING COMMITTEE OFFICERS
10.1 Upon each election of At-Large Representatives to the Steering Committee,
and upon each selection of Working Group Representatives to the Steering Committee,
the Steering Committee shall select four officers, a President, a Vice-President,
a Secretary and a Treasurer. No two (2) offices may be held by the same person.
10.2 In addition to performing all duties customarily performed by the President
of a not-for-profit corporation, the President shall oversee and coordinate
all Steering Committee activities as well as the business affairs of ATAC.
10.3 In addition to performing all duties customarily performed by the Vice-President
of a not-for-profit corporation, the Vice-President shall oversee and coordinate
all Membership and Working Group Committee activities.
10.4 In addition to performing all duties customarily performed by the Secretary
of a not-for-profit corporation, the Secretary shall oversee and coordinate
all Administration and Communication Committee activities.
10.5 In addition to performing all duties customarily performed by the Treasurer
of a not-for-profit corporation, the Treasurer shall oversee and coordinate
all Finance and Budget Committee activities.
ARTICLE XI: INDEMNIFICATION, NO LIABILITY
11.1 Except as hereinafter set forth, ATAC shall indemnify and hold harmless
the Steering Committee, ATAC’s Officers and Directors (if any) from any
loss or damage (including without limitation reasonable attorneys' fees and
costs) incurred by it by reason of any acts performed or omitted by it for or
on behalf of ATAC to the fullest extent permitted by law. The aforesaid exception
is that said indemnity shall not apply to any individual if he or she shall
have acted in bad faith or shall have engaged in illegality, willful misconduct
or gross negligence.
11.2 No Steering Committee representative shall be personally liable for the
debts, liabilities, or other obligations of the corporation.
12.1 No Voting Member of ATAC shall be compensated for services rendered in
his or her capacity as a Voting Member, either by ATAC or any third party, other
than reimbursement for expenses approved in advance by the Steering Committee.
12.2 No Steering Committee member shall be compensated for services rendered
in his or her capacity as a Steering Committee member, either by ATAC or any
third party, other than reimbursement for expenses approved in advance by the
Steering Committee.
12.3 Any Voting Member who directly receives any honoraria, grant, research
award or other compensation from a drug company, pharmaceutical trade association,
medical device manufacturer, and those acting as direct agents thereof may be
required to disclose that payment to the Steering Committee or any Working Group
in accordance with a disclosure policy to be established by the Steering Committee
or which may be established by such Working Group.
12.4 The Steering Committee shall be authorized to make reasonable compensation
for services rendered by third parties, including without limitation one (1)
or more administrative staff person(s) and an accountant. In addition, notwithstanding
anything to the contrary set forth herein, the Steering Committee may elect
to retain the services of any ATAC member to render professional or other services
in a capacity other than as an ATAC member on the same terms as would be offered
to any non-ATAC member retained to render such services.
12.5 No Voting Member or Steering Committee Representative shall be eligible
to receive any loan of any kind from ATAC, other than advances of funds deemed
necessary to the fulfillment of such Member’s or Representatives duties
and obligations to ATAC.
New York State
Department of State
Division of Corporations
Albany, NY 12231
CERTIFICATE OF INCORPORATION OF
AIDS Treatment Activists Coalition
Under Section 402 of the Not-for-Profit Corporation Law
FIRST: The name of the corporation is: AIDS Treatment Activists Coalition
SECOND: The corporation is a corporation as defined in subparagraph (a)(5) of Section 102 (Definitions) of the Not-for-Profit Corporation Law.
THIRD: The purpose or purposes for which the corporation is formed are as follows:
1.1 AIDS Treatment Activists Coalition ("ATAC") is a national coalition of AIDS activists, many living with HIV/AIDS, working together to end the AIDS epidemic by advancing research on HIV/AIDS.
1.2 ATAC shall pursue the following purposes:
1.2.1 To encourage greater and more effective involvement of people with HIV/AIDS in the decisions that affect their lives by identifying, mentoring and empowering treatment activists in all communities affected by the epidemic.
1.2.2 To develop within all communities affected by HIV/AIDS and related coinfections the leadership to provide the knowledge and skills needed to advocate for improved research, treatment and access to care.
1.2.3 To enable treatment activists to speak with a united, powerful voice to provide meaningful input into issues concerning HIV disease and related complications and coinfections.
1.2.4 To facilitate communications and set agenda items:
1.2.4.1 between HIV/AIDS treatment activists and government, industry and academia in matters affecting research, treatment and access;
1.2.4.2 among HIV/AIDS treatment activists and the larger HIV community in keeping up to date with the latest developments in research, treatment and access.
FOURTH: The corporation shall be a Type B corporation pursuant to Section 201 of the Not-for-Profit Corporation Law.
FIFTH: The office of the corporation is to be located in the County of New York, State of New York.
SIXTH: The names and addresses of the initial directors of the corporation are:
(1) Cathy Olufs - 8958 Burnet Ave., #E2, North Hills, CA 91343
(2) Bob Munk - 34A Puma Way, Arroyo Seco, NM 87514
(3) Nelson Vergel - 1112 Jackson Blvdl, Houston, TX 77006SEVENTH: The Secretary of State is designated as agent of the corporation upon whom process against it may be served. The address within or without this state to which the Secretary of State shall mail a copy of any process accepted on behalf of the corporation is: Treatment Action Group, 611 Broadway, Suite 612, New York, NY 10012.
EIGHTH: (Optional) The name and street address in this state of the registered agent upon whom process against the corporation may be served is:
NINTH: (State and Federal exemption language for Type B and C corporations seeking tax exemption):
Not withstanding any other provisions of these articles, the corporation is organized exclusively for one or more of the purposes as specified in §501(c)(3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under IRC §501(c)(3) or corresponding provisions of any subsequent Federal tax laws. No part of the net earnings of the corporation shall inure to the benefit of any member, trustee, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation) and no member, trustee, officer of the corporation or any private individual shall be entitled to share in the distribution of any of the corporation assets on dissolution of the corporation.
No substantial part of the activities of the corporation shall be carrying on propaganda, or otherwise attempting to influence legislation [except as otherwise provided by IRC §501(h) or participating in, or intervening in (including the publication or distribution of statements), an political campaign on behalf of any candidates for public office.
In the event of dissolution, all of the remaining assets and property of the corporation shall, after necessary expenses thereof, be distributed to another organiztaion exempt under IRC §501(c)(3), or corresponding provisions of any subsequent Federal tax laws, or to the Federal government, or state or local government for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of New York.
In any taxable year in which the corporation is a private foundation as described in IRC §509(a), the corporation shall distribute its income for said period at such time and manner as not to subject it to tax under IRC §4942, and the corporation shall not (a) engage in any act of self-dealing as defined in IRC §4941(d), retain any excess business holdings as defined in IRC §4943(c), (b) make any investments in such manner as to subject the corporation to tax under IRC §4944, or (c) make any taxable expenditures as defined in IRC §4945(d) or corresponding provisions of any subsequent Federal tax laws.(Signed by Nelson Vergel, Incorporator, 1112 Jackson Blvd., Houston, TX 77006)
Filing date: April 8, 2003