ARTICLES OF INCORPORATION OF THE WASHINGTON MINDFULNESS COMMUNITY
Amended January 9, 2000
All of the undersigned natural human persons are of the age of eighteen years or older, are forming a nonstock corporation under the general laws of the State of Maryland, and hereby adopt the following Articles of Incorporation:
FIRST: The name of the Corporation is the WASHINGTON MINDFULNESS COMMUNITY, INC. The official abbreviation of the Corporation shall be "WMC."
SECOND: The Corporation shall have no authority to issue capital stock.
THIRD: The address of the principal office of the Corporation is 6814 Westmoreland Avenue, Takoma Park, Maryland 20912. The name and address of the resident agent of the Corporation is Mitchell S. Ratner, 6814 Westmoreland Avenue, Takoma Park, Maryland 20912. Mr. Ratner is a citizen of the State of Maryland and resides in this State.
FOURTH: The purposes for which the Corporation is formed are as follows:
(A) To establish and maintain a spiritual community offering opportunities for practice, study and spiritual friendship to persons wishing to practice meditation and the Buddha Dharma;
(B) To follow the tradition of Thich Nhat Hanh and the Tiep Hien Order (Order of Interbeing), particularly as reflected in the Charter of the Order of Interbeing and the Fourteen Precepts of the Order;
(C) To be open to and welcome participation by all persons, including persons affiliated with other Buddha Dharma traditions, persons pursuing traditions not primarily inspired by the Buddha, and persons unaffiliated with any religious or spiritual tradition; and
(D) To have all the powers that may be conferred upon religious corporations formed under the laws of Maryland.All of the foregoing purposes and powers in which the corporation is permitted to engage shall be limited to those that are exclusively for charitable and educational purposes within the meaning of Section 501(c)(3), Internal Revenue Code, or corresponding section of any future federal tax code.
FIFTH: Upon the dissolution of the Corporation, all assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
SIXTH:
(A) 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 on undistributed income imposed by Section 4942 of the Internal Revenue Code (or the corresponding section of any future federal tax code).
(B) The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code (or the corresponding section of any future federal tax code).
(C) The Corporation shall not retain any excess business holdings as defined in Section 4942(c) of the Internal Revenue Code (or the corresponding section of any future federal tax code).
(D) The Corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code (or the corresponding section of any future federal tax code).
(E) The Corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code (or the corresponding section of any future federal tax code).
SEVENTH: The Corporation shall have a congregation composed of persons who support the mission and purpose of the Corporation and who have attended a Washington Mindfulness Community weekly meditation session or other event. Persons in the congregation ("congregants") shall not be "members" under section 5-302 and sections 5-306 through 5-309 (and their successors) of the Corporations and Associations Article of the Code of Maryland. Congregants shall only have such rights and responsibilities as are prescribed by the Corporation’s Bylaws.
EIGHTH: The Corporation shall have members for the purpose of electing persons to the Board of Trustees, amending the Articles of Incorporation, and approving all actions which Maryland law requires members to approve. Member status shall be open to persons who agree with the Corporation’s mission statement; have been participating in Washington Mindfulness Community activities for a minimum of six months; have provided Washington Mindfulness Community with a current name and contact information; and have expressed the desire, in writing, to participate in elections of the Board of Trustees and/or amending the Corporation's Articles of Incorporation.
NINTH: The manner in which the Corporation's trustees shall be elected is as follows:
(A)Qualifications of those able to be elected as Trustee: Each trustee shall be a member (as defined in the Eighth Article) and of the age of eighteen years or more. A trustee need not be a citizen of the United States or a resident of Maryland. The Corporation's Board of Trustees shall consist of four trustees, which number may be increased or decreased pursuant to the bylaws of the Corporation.
(B)Time and manner of election of new Trustees: The Corporation shall hold an annual election in the first three months of each year in which its members (as defined in the Eighth Article) vote for the Trustees. The Trustees shall serve terms specified in the bylaws of the Corporation. Qualifications of those able to vote for Trustees. Only members of the Corporation (as defined in the Eighth Article) shall be allowed to vote and otherwise participate in the election of Trustees.
TENTH: The regulation of the internal affairs of the Corporation shall be as provided for in the bylaws.
ELEVENTH: The names of the Trustees who shall act until the first meeting or until their successors are duly chosen and qualified are:
Richard R. Brady
332 Boyd Avenue Takoma Park, Maryland 20912
Mitchell S. Ratner
6814 Westmoreland Avenue Takoma Park, Maryland 20912
Jindra Cekan
323 11th Street, NEWashington, DC 20002
Joseph Byrne
609 Hudson Avenue Takoma Park, Maryland 20912
TWELFTH: The address of the principal place of worship is: 5017 16th Street NW, Washington, DC.
THIRTEENTH: The power to amend these Articles shall be vested in the members of the Corporation (as defined in the Eighth Article). The members of the Corporation shall attempt to reach agreement on any resolution to amend the Articles of Incorporation; in the absence of such agreement, amendments to the Articles may be approved by a majority vote of the members. Such a vote shall follow any procedures described in the Bylaws for member voting. Any such Amendment shall be filed with the Maryland Department of Assessments and Taxation.
FOURTEENTH: The following persons:
Richard R. Brady
332 Boyd Avenue Takoma Park, Maryland 20912
Mitchell S. Ratner
6814 Westmoreland Avenue Takoma Park, Maryland 20912
Jindra Cekan
323 11th Street, NE Washington, DC 20002
Joseph Byrne
609 Hudson Avenue Takoma Park, Maryland 20912
being at least 18 years of age have been elected by the members of the congregation of the Corporation to act in the name of and on behalf of the congregation, do hereby associate ourselves as incorporators, and do hereby form a religious corporation under the general laws of Maryland.
FIFTEENTH: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its congregants, members, trustees, directors, officers or 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 Section 501(c)(3) purposes. 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 (including the publication or distribution of statements) in any political campaign on behalf of, or in opposition to, any candidate for public office.
SIXTEENTH: Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation or organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code), or (2) by a corporation or organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or the corresponding section of any future federal tax code).