Certificate of Incorporation

This is to certify:

FIRST: That we, the subscribers James L. Watson, whose post office address is No. 10 Light Street, Baltimore, Maryland, Henry C. Shelley, whose post office address is No. 10 Light Street, Baltimore, Maryland and Dorothy A. Meckel, whose post office address is No. 10 Light Street, Baltimore, Maryland, all being of full age, do, under and by virtue of the General Laws of the State of Maryland authorizing the formation of corporations, associate ourselves with the intention of forming a corporation.

SECOND: The name of the corporation (which is hereinafter called the "Corporation") is

THE UNITED STATES NAVAL ACADEMY ALUMNI ASSOCIATION, INC.

THIRD: The purposes for which the Corporation is formed, and the business or objects to be carried on and promoted by it are as follows:

  1. To conduct and carry on the work of the Corporation not for profit, but exclusively for charitable and educational purposes, and in such manner that no part of the net earnings shall inure to the benefit of any member or individual, that no substantial part of its activities shall be carrying on propaganda or otherwise attempting to influence legislation, and that it shall not participate or intervene in (including the publishing and distribution of statements) any political campaign on behalf of any candidate for public office.
  2. Subject to the provisions of Paragraph 1, to undertake, promote, develop and carry on an educational program, including historical research exclusively of an educational character, devoted to the subjects of the United States Navy and the Naval Service, theUnited StatesNavalAcademy, and the objects and purposes of these institutions.
  3. To perpetuate the history and memories of the United States Naval Academy, to preserve the records of graduates and former students of that Academy for the beneficent purposes herein set forth, and to encourage and assist the growth and development of the United States Naval Academy.
  4. To accept by gift, devise, bequest or otherwise real and personal property of every kind and description whatsoever; and to purchase, hold, invest, sell, lease or otherwise dispose of the principal and income of the funds and property of the Corporation of every kind and description; and to enter into, make, perform and carry out contracts of every kind or nature for any of the purposes of the Corporation without limit as to amount; and to have one or more offices within or without the State to carry on all or any of the operations, and to exercise any of the powers of the Corporation.
  5. To cooperate and affiliate itself with other educational, scientific and charitable organizations which have qualified for exemption as organizations described in Section 501(c)(3) of the Internal Revenue Code and of corresponding provisions of other revenue acts as now enacted or hereafter amended in carrying on any of the objects of the Corporation.
  6. To do all and everything necessary, suitable and proper for the attainment of any of the objects or the furtherance of any of the powers heretofore set forth, and to do, to the same extent as natural persons might or could do, every other act or acts incidental to or connected with the aforesaid objects or purposes or any part or parts thereof.
  7. Notwithstanding any provision of the foregoing paragraphs which may be construed to the contrary, the Corporation shall not engage in any activity which is not educational or charitable within the intendment of Section 501(c)(3) of the Internal Revenue Code of 1954.

FOURTH: The post office address of the place at which the principal office of the Corporation in this State will be located is247 King George Street,Annapolis,Maryland21402. The resident agent of the Corporation is Henry J. Sanford, whose post office address is Alumni House,247 King George Street,Annapolis,Maryland21402. The said Henry J. Sanford is a Citizen of the State ofMarylandand actually resides therein.

FIFTH: The Corporation shall have twenty-nine Trustees or such other number as may be required by the Bylaws of the Corporation as the same may be amended from time to time.

SIXTH: The Corporation shall have no capital stock.

SEVENTH: The following provisions are hereby adopted for the purpose of defining, limiting and regulating the powers of the Corporation and of the Trustees and members:

  1. The Board of Trustees is hereby authorized to make, alter or repeal any By-Laws of the Corporation, but only by the vote of two-thirds of the whole membership of the Board of Trustees at any regular or special meeting of the Board of Trustees.
  2. The Board of Trustees is hereby empowered to designate (by appropriate By-Laws, or by resolution passed by a two-thirds vote of the whole membership of the Board) two or more of their number, to constitute a committee or committees with such name as may be stated in the By-Laws or as may be determined from time to time by resolution of the Board of Trustees, which committee or committees, to the extent provided in such resolution or resolutions, or in the By-Laws of the Corporation, shall have and may exercise the powers of the Board of Trustees in the management of the affairs of the Corporation, but not in a manner inconsistent with any other provision of this Paragraph SEVENTH.
  3. The Board of Trustees is hereby empowered, in the exercise of their absolute discretion, to make any and all donations, gifts, contributions and loans which the Corporation may make pursuant to this Certificate of Incorporation, in such amounts and manner and through such agencies wherever situated as may be provided in the By-Laws of the Corporation, or in such resolution or resolutions as may be passed from time to time by a majority of the whole membership of the Board of Trustees, and without responsibility or accountability to the members of the Corporation.
  4. The Board of Trustees is hereby empowered to sell, lease or exchange, or to mortgage or pledge all of the property of the Corporation, or any substantial part thereof upon such terms and conditions as the Board deems expedient, and for the best interests of the Corporation when and as authorized by the vote of a majority of the whole membership of the Board.
  5. In the event of dissolution or termination of the Corporation, title to and possession of all of the property of the Corporation shall pass forthwith to the Secretary of the Navy to the use and benefit of theUnited StatesNavalAcademy.

EIGHTH: The duration of the Corporation shall be perpetual.

IN WITNESS WHEREOF we have signed this Certificate of Incorporation on October 6, 1947.

WITNESS

  • James L. Watson
  • Gideon H. Steffey
  • Henry C. Shelley
  • Dorothy A. Mechel 
 

© 2018 United States Naval Academy Alumni Association & Foundation 410-295-4000