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ATA Articles of Incorporation of Archery Trade Association, Inc.
The undersigned, pursuant to Chapter 10 of Title 13.1 of the Code of Virginia, states as follows:
Article 1. Name.
The name of this Corporation is Archery Trade Association, Inc. (the 'Corporation').
Article 2. Members.
The Corporation is to have one or more classes of Members. The Corporation's Bylaws will provide the classes, qualifications and prerogatives of each membership class. At least one class of Members will be entitled to vote for the election of Directors. The Members are not otherwise entitled to vote except as the right to vote is conferred in the Bylaws or the statutes of the Commonwealth of Virginia.
Article 3. Stock.
The Corporation has no authority to issue capital stock.
Article 4. Board of Directors.
4.1 Number, Election and Term.
The number of directors constituting the whole Board of Directors will be fixed by the Board of Directors in the manner provided in the Bylaws. The class or classes of Members granted voting rights for the election of Directors will elect the Board of Directors. The current President of the Corporation and its immediate past-Chair will be ex-officio members of the Board of Directors without voting rights, except that the immediate past-Chair, or in his or her absence, the President, may vote to break a tie.
4.2 Management of Business and Affairs of Corporation.
The management of
the business and the conduct of the affairs of the Corporation is vested in its Board of Directors. Except as otherwise provided in these Articles Of Incorporation, each director of the Corporation is entitled to one vote per Director on all matters voted or acted upon by the Board of Directors.
Article 5. Registered Office and Registered Agent.
The address, including street and number, of the Corporation's initial registered office, which is identical to the business office of the initial registered agent, is 9302 Lee Highway, Suite 1100, Fairfax, Virginia 22031, in the County of Fairfax, and the name of its initial registered agent at that office is Mark V. D'Amico, who is a member of the Virginia State Bar and a resident of Virginia.
Article 6. Purpose and Powers.
6.1 In General.
The Corporation is organized to operate as a business league within the meaning of section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the 'Code'), or the corresponding section of any future federal tax code. By way of example, and not limitation, the Corporation's purposes include to:
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A.
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Market, promote and serve individuals, companies and corporations involved in the manufacture, wholesale, retail, sales and distribution of archery equipment, products goods and services.
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B.
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Maintain and enhance the profitability and economic viability of individuals, companies and corporations in the archery industry.
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C.
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Develop and maintain cost-effective and profitable partnerships with related industries such as hunting, fishing, target sports, outdoor sports, recreational and competitive sports, conservation, wildlife and environmental commercial pursuits.
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D.
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Serve as administrative, financial and policy coordinator for archery and bowhunting.
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E.
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Market and promote the archery industry.
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F.
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Own, operate, produce and manage one or more trade shows for the archery and bowhunting industries.
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G.
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Develop and manage benefit programs for member businesses and corporations.
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H.
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Develop and promulgate manufacturing and retail standards and guidelines.
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I.
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Disseminate information from research surveys on archery sales, production, and business and industry trends and to monitor and report on the state of the archery industry.
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J.
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Lobby for laws and regulations that maximize profitability and actively support local, state and national political candidates and elected officials.
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K.
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Pursue partnerships with business and industry groups to improve profitability within the archery and bowhunting industries.
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L.
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Coordinate and administer ArrowSport, Inc. and Bowhunting Preservation Alliance, Inc., including managing meetings, networking communications, providing funding and performing fundraising, and developing, implementing and maintaining programs designed to accomplish group goals and objectives.
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M.
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Take on other activities as are necessary to accomplish the Corporation's general purposes, including researching, experimenting, and disseminating information, holding seminars, meetings and conventions, receiving and administering grants and contributions and funding and granting of scholarships.
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N.
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Engage in any and all lawful activities incidental to carry out any of the purposes listed in this Section 6.1, except as otherwise limited in these Articles Of Incorporation.
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6.2 Restrictions.
Despite anything to the contrary in these Articles Of Incorporation:
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A.
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No part of the Corporation's net earnings, either directly or indirectly, shall inure to the benefit of, or be distributable to, the Corporation's incorporator, or any of the Corporation's members, directors, officers or their families, or to any other private persons except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 6.1 hereof.
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B.
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Notwithstanding any other provision of these Articles, the Corporation is not organized for profit, is not organized to engage in any activity normally carried on for profit and must not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Code section 501(c)(6) (or the corresponding section of any future federal tax code).
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Article 7. Disposal of Assets.
Upon the Corporation's dissolution, all of its assets must be contributed by the Corporation to one or more active non-profit organizations that has as a purpose the support of the archery or bowhunting industries, or to one or more other charitable, educational or scientific non-profit organizations or will be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of will be disposed of by a court of competent jurisdiction of the county in which the Corporation's principal office is then located, exclusively for such purposes or to such organization or organizations, as the court may determine, which are organized and operated exclusively for such purposes. None of the Corporation's members, directors, officers or their families, nor any other private persons, may be entitled to share in the distribution of any of the Corporation's assets upon its dissolution.
Article 8. Indemnification; Limitation of Liability.
8.1 Indemnification.
The Corporation will indemnify and hold harmless each of its Directors, officers, employees and agents (and his or her executor, personal representative and heirs), whether or not then in office, who were or are a party or are threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action or suit by or in the right of the Corporation) by reason of the fact that the person is or was a Director, officer, employee or agent of the Corporation, against expenses (including all attorneys' fees), judgments, fines, and amounts paid in settlement incurred by the person in connection with such action, suit or proceeding, unless there is a final adjudication by a court of competent jurisdiction that such person is liable for willful misconduct or a knowing violation of criminal law. All attorneys' fees and costs will be reimbursed immediately by the Corporation as they are incurred by such person, and promptly will be repaid to the Corporation only upon a final adjudication by a court of competent jurisdiction that such person is liable for willful misconduct or a knowing violation of criminal law. The right to indemnification set forth in this Section 8.1 is in addition to and not exclusive of, all other rights to which such Director, officer, employee or agent may be entitled, including but not limited to any rights under policies of insurance that may be purchased and maintained by the Corporation.
8.2 Limitation of Liability.
In any proceeding against an Officer or Director who receives compensation from the Corporation for serving as such, the damages assessed against the Officer or Director arising out of a single transaction, occurrence or course of conduct may not exceed the amount of compensation received by the Officer or Director during the twelve-month period immediately preceding the act or omission for which liability was imposed unless there is a final adjudication by a court of competent jurisdiction that such person was engaged in willful misconduct or a knowing violation of criminal law. An Officer or Director who serves as such without compensation for rendering services, will not be liable for damages in any such proceeding. The limitation on liability provided in this Section 8.2 will not be deemed to supersede or to prevent any limitation on liability more beneficial to the Directors and Officers as may be afforded by Virginia law from time to time.
Article 9. Amendments.
These Articles Of Incorporation may be amended under the provisions of Chapter 10 of Title 13.1 of the Code of Virginia, except that no amendment may authorize the Corporation's directors to conduct the Corporation's affairs in any manner or for any purpose contrary to the provisions of Code section 501(c).
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