ARTICLES OF INCORPORATION OF THE  ASSOCIATION OF MEDICAL SCHOOL NEUROSCIENCE DEPARTMENT CHAIRPERSONS

 

The undersigned, desiring to form a non-profit corporation under the Alabama Nonprofit Corporation Act with all of the powers of a corporation organized under said act and under the constitution and laws of Alabama, file these Articles of Incorporation and certify as follows:

Article I - Name

The name of the corporation shall be The Association Medical School Neuroscience Department Chairpersons.

Article II - Duration

The period of duration of the corporation shall be perpetual.

Article III - Purposes

(1) The corporation is organized exclusively for charitable, scientific, and educational purposes within the meaning of §503(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law), specifically, for the furtherance of and advancement of education and scientific research in academic departments and other programs aimed at the understanding of the nervous systems, including but not limited to the role of the nervous system in behavior.

(2) The corporation is organized for:

(a) Developing and administering meetings between the Members at least on an annual basis;

(b) Coordinating communication between the Members to facilitate identification of issues solely related to the Members and their relationship within the academic environments the Members operate;

(c) Promoting and aiding in the fulfillment of the educational, service, and research functions of the Members;

(d) Using and applying the whole or any part of income and principal exclusively for charitable, educational, and scholarly purposes;

(e) Conducting surveys, studies, and research to identify the issues associated with the Members and their position within the academic environment.

Article IV - Powers

Without limiting the general powers granted to the corporation by Alabama law, the Association shall have the following specific powers:

(a) To promote and carry on scholarly research and allied supportive activities;

(b) To promote and carry on projects which will fulfill the research, teaching, and service functions of Association;

(c) To solicit, negotiate, and enter into contracts to support research, teaching, and service functions by the Members and the Association;

(d) To solicit, accept, administer, and disburse gifts, grants, and bequests of property of every kind or to hold said property in trust in such manner as the corporation deems appropriate for the furthering of the purposes of the corporation,

(e) To provide or assist in providing funds, support services, and facilities for scientific and other education, research or services of the Association;

(f)  To receive grants from government or other sources and to disburse such grants for the support of scientific, educational, and research;

(h) To sell, exchange, convey, mortgage, lease, transfer, or otherwise dispose of any such property, both real and personal, as the purposes of the corporation may require, subject to such limitations as may be prescribed by law; debentures, mortgages, or in such securities and property as its Board of Directors shall deem advisable, subject to the limitations and conditions contained in any bequest, devise, grant, or gift, provided such limitations and conditions are not in conflict with the provisions of the Internal Revenue Code and its Regulations as they now exist or as they may be hereafter amended;

(g) To engage in all other activities which support and effectuate the purposes of the Association and which are not prohibited by law.

Article V - Use of Earnings and Lobbying Activities

No part of the net earnings of the corporation shall inure to the benefit of any director or officer of the corporation or any private individual, except that reasonable compensation may be paid for services rendered. And no director, 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. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.

Notwithstanding any other provision of these Articles, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under §501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under §170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.

Article VI - Members

The corporation shall have members as identified in the By-Laws, the entire management and control of the corporation shall be in its Board of Directors.

Article VII - Initial Board of Directors

The initial Board of Directors shall consist of five (5) directors whose names and addresses are as follows:

President - Michael Friedlander

516 Civitan Intl Research Center

1719 Sixth Ave. South

Birmingham, AL  35294

 

President – Gary Paige

Department of Neurobiology and Anatomy

601 Elmwood Avenue   Box 603

Rochester, NY  14642

 

Secretary/Treasurer – Irwin Levitan

Department of Neuroscience

3450 Hamilton Walk 

215 Stemmler Hall

Philadelphia, PA  19104

 

Councilor – Lynn Landmesser

Department of Neurosciences

10900 Euclid Avenue

Cleveland, OH  44106

 

Councilor – Rodney Parsons

Department of Anatomy and Neurobiology

C425 Given Building

89 Beaumont Avenue

Burlington, VT  05405

Article VIII - Board of Directors

The Board of Directors shall consist of that number of directors prescribed in the By-laws adopted by the Board of Directors but not less than five.

The directors shall be appointed as provided by the Bylaws.

Article IX - Dissolution

In the event of the dissolution of the corporation, the Board of Directors shall cause the assets of the corporation to be applied and distributed as follows:

(a) All liabilities of the corporation shall be paid, or adequate provision shall be made for payment;

(b) Assets held by the corporation upon a condition which occurs by reason of the dissolution shall be returned or conveyed in accordance with such requirements; and

(c) All of the remaining assets of the corporation shall be conveyed to or its successor, if said corporation or its successor shall qualify as an exempt organization under §501(c)(3) or as a governmental body under § 115 of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law). If said corporation or its successors shall not so qualify, the remaining assets shall be conveyed to some other organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes that are qualified as an exempt organization or organizations under §501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law).

Article X - Registered Office and Agent

The principal and initial registered office of the Association shall be at University of Alabama at Birmingham, 1719 Sixth Avenue South, Birmingham, Alabama

 

The initial registered agent shall be Michael J. Friedlander

Article XI - Incorporators

The names and addresses of the incorporators of the corporation are:

 

President - Michael Friedlander

516 Civitan Intl Research Center

1719 Sixth Ave. South

Birmingham, AL  35294

 

President – Gary Paige

Department of Neurobiology and Anatomy

601 Elmwood Avenue   Box 603

Rochester, NY  14642

 

Secretary/Treasurer – Irwin Levitan

Department of Neuroscience

3450 Hamilton Walk  

215 Stemmler Hall

Philadelphia, PA  19104

 

Councilor – Lynn Landmesser

Department of Neurosciences

10900 Euclid Avenue

Cleveland, OH  44106

 

Councilor – Rodney Parsons

Department of Anatomy and Neurobiology

 C425 Given Building

89 Beaumont Avenue

Burlington, VT  05405

 

IN WITNESS WHEREOF, the undersigned incorporators have executed these Articles of Incorporation this day of 2001.

 

STATE OF ALABAMA) JEFFERSON COUNTY)

 

I, the undersigned, a Notary Public in and for said County in said State, hereby certify that

whose names are signed to the foregoing Articles of Incorporation, and who are made known to me, acknowledged before me on this day that, being informed of the contents of said Articles of Incorporation, they executed the same voluntarily on the day the same bears date.

AMSNDC BYLAWS

AMSNDC

9037 Ron Den Lane

Windermere, FL  34786 

sCall

T: 407-234-3274 

s

Contact

Sheilah Jewart,

sheilah@amsndc.org

© 2017 by

AMSNDC

Proudly created with Wix.com

  • facebook
  • Twitter Clean
  • w-googleplus