Articles of Incorporation

To: Department of Consumer and Regulatory Affairs
Business Regulation Administration
Corporation Division
941 North Capitol Street, NE
Washington, DC 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 National History Center, Inc.
  • SECOND: The period of its duration is perpetual.
  • THIRD: The purposes for which the corporation is organized are:The study of history, the diffusion of historical knowledge through writing, teaching, and discussion, and related activities for presenting historical knowledge to scholars and students—all in the interest of education and enlightening people about the past.
  • FOURTH: The Corporation shall not have members.
  • FIFTH: At least one-third of the Board members of the National History Center must be officers of the American Historical Association. In addition to the one-third requirement, the manner in which directors shall be elected or appointed shall be provided in the bylaws.
  • SIXTH:
    1. The Corporation shall conduct itself in accordance with the following limitations:

      1. Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from tax under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of subsequent tax laws.
      2. All property, real, personal, and mixed, which the Corporation shall receive, shall be used exclusively for charitable and educational purposes as set forth in Section THIRD hereof. No part of the net income of the Corporation shall inure to the benefit of or be distributable to its directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of the purposes set forth in Section THIRD thereof.
      3. Notwithstanding any other provisions set forth in these Articles of Incorporation, at any time during which it is so deemed a private foundation, the Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax or undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws; the Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws; the Corporation shall not make any investments in such manner as to subject the Corporation to the tax imposed by Section 4944 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws.
    2. Upon dissolution of the Corporation, all assets shall be distributed exclusively for charitable and educational purposes or to organizations which are exempt from federal tax under Section 501(c)(3) of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws and to which contributions are then deductible under Section 170(c)(2) of such Code or corresponding provisions of any subsequent federal tax laws.
  • SEVENTH: The initial office of the corporation, which shall also serve as the initial registered agent for the corporation, is listed below:
    American Historical Association
    c/o Arnita Jones
    400 A Street, SE
    Washington, DC 20003
  • EIGHTH: Pursuant to DC Code Titles 29 and 41, the initial registered agent and registered office of the Corporation, an individual who is a DC resident, is listed below:
    James M. Banner, Jr.
    1847 Ontario Place, NW
    Washington, DC 20009-2108
  • NINTH: The number of Directors constituting the initial Board of Directors of the Corporation is three (3).

    The names and address, including street and number, of each of the person who are to serves as the initial directors of the Corporation until their successors be elected and qualify are as follows:

    Arnita A. Jones
    American Historical Association
    400 A Street, SE
    Washington, DC 20003
    Wm. Roger Louis
    Harry Ransom Humanities Research Center
    University of Texas
    Austin, TX 78712
    James M. Banner, Jr.
    1847 Ontario Place, NW
    Washington, DC 20009-2108

  • TENTH: The number of incorporators is three (3).

    The names and address, including street and number, of each of the persons who are to serve as the incorporators of the Corporation until their successors be elected and qualify are as follows:

    Arnita A. Jones
    American Historical Association
    400 A Street, SE
    Washington, DC 20003
    Wm. Roger Louis
    Harry Ransom Humanities Research Center
    University of Texas
    Austin, TX 78712
    James M. Banner, Jr.
    1847 Ontario Place, NW
    Washington, DC 20009-2108

DATE: April 9, 2002.