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CONSTITUTION FOR THE ARTICLE I: PREAMBLE SECTION 1. The name of this organization is the West Point Society of D.C. and the National Capitol Region Foundation, referred to as The Foundation. The Foundation is a subsidiary of the West Point Society of D.C. and the National Capitol Region, hereinafter referred to as WPSDC. SECTION 2. The Foundation is a non-profit, self-sustaining organization. SECTION 3. The Foundation is not an instrument of the United States Government. It exists solely to serve the United States Military Academy and its cadets. It shall be administered by individuals not acting within official capacities as officers, employees, or agents of the United States Government. SECTION 4. The purpose of this Constitution is to provide a vehicle for the administration of The Foundation. ARTICLE II: PURPOSE AND OBJECTIVE SECTION 1. Purpose. The purpose of The Foundation shall be to provide the members of WPSDC and others a means to support and further the ideals of the U.S. Military Academy. These means shall include support to recruiting high quality future cadets and to providing aid to activities that provide the Margin of Excellence for current cadets. Said Foundation is organized exclusively for charitable, educational or scientific purposes, within the meaning of section 501(C)3 of the Internal Revenue Code. SECTION 2. Objective. The objective of The Foundation is to provide a means for administering donated funds in support of USMA and its mission. The Foundation shall be funded by contributions and fund-raising activities and shall not be carried on for profit. ARTICLE III: MEMBERSHIP SECTION 1. Membership. The membership of The Foundation will automatically include all regular members of WPSDC. Members shall all be USMA graduates who are officially recorded by the Association of Graduates and ex-cadets who are members of the West Point Association of Graduates. SECTION 2. Members shall have all rights guaranteed them by this Constitution. SECTION 3. Resignation. Members of The Foundation may withdraw from The Foundation, if desired. Resignation will be effective upon receipt by the Board of a resignation letter from the member. SECTION 4. No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to, its members, trustees, directors, officers or other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(C)(3) purposes. No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Foundation shall not participate, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Foundation shall not carry on any other activities not permitted to be carried on by a corporation exempt for Federal income tax under Section 501(C)(3) of the Internal Revenue Code. ARTICLE IV: OFFICERS SECTION 1. Foundation Officers. The Officers shall be a President, a Secretary, and a Treasurer. These officers shall perform the duties as prescribed by any Bylaws and in accordance with this Constitution. SECTION 2. The Executive Director of WPSDC shall be the President of The Foundation. The Secretary shall be appointed by the President of WPSDC from among WPSDC Board members. The Treasurer shall be the Treasurer of WPSDC but shall maintain separate books for The Foundation. ARTICLE V: EXECUTIVE BOARD SECTION 1. Membership. The Executive Board shall be comprised of the Officers of The Foundation. SECTION 2. Voting. At least two members of the Board, including The President, shall be present, in person or via telephonic or electronic means, to constitute a quorum. Board decisions shall be determined by majority vote of all officers, when a quorum is present. SECTION 3. Responsibilities. The Board shall have general supervision of the affairs of The Foundation, make recommendations to WPSDC, and perform such other duties as are specified in any Bylaws. SECTION 4. Meetings. Unless otherwise determined by the Board, its regular meetings shall be held in conjunction with WPSDC Board meetings. ARTICLE VI: ADOPTION OF THE CONSTITUTION This Constitution, as approved by two-thirds of the WPSDC Board at a scheduled meeting, will become effective on the day following the WPSDC Board meeting: 11 July 2002. ARTICLE VII: AMENDMENT OF THE CONSTITUTION This Constitution may be amended at any scheduled meeting of the WPSDC Board by a two-thirds vote of that Board. Proposed amendments will be submitted to the WPSDC Board for approval, together with a written explanation of the amendment’s purpose. ARTICLE VIII: BYLAWS Any Bylaws may be adopted by The Foundation Board by majority vote. Bylaws are not required unless the Board considers them needed. ARTICLE VIII: DISSOLUTION SECTION 1.The Foundation shall be dissolved and all assets remaining shall become the property of the Association of Graduates, USMA, a 501(c)3 organization, by a vote of three-quarters of the WPSDC Board at a scheduled meeting. Voting may be either in person or by proxy. SECTION 2.Upon dissolution of this Foundation assets shall be distributed for one or more exempt purposes within the meaning of Section 501(C)(3) of the Internal Revenue Code; i.e. charitable, educational, religious or scientific or corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state of local government for a public purpose. |
