Revised Charter

International Field Directors and Technologies Conference

Charter
Originally Adopted, May 19, 1993
Amended May 22, 1996; May 20, 1998; May 19, 1999, May 17, 2010; and May 16, 2011

ARTICLES OF INCORPORATION
OF
THE INTERNATIONAL FIELD DIRECTORS AND
TECHNOLOGIES CONFERENCE, INC.,
A NONSTOCK CORPORATION

The undersigned person(s), pursuant to Chapter 10 of Title 13.1 of the Code of Virginia of 1950, as amended, hereby adopt and set forth the following articles of incorporation:

Article I – Name

The name of the Corporation is International Field Directors & Technologies Conference, Inc.

Article II – Purpose and Powers

The International Field Directors & Technologies Conference (hereafter The IFD&TC) is organized exclusively for educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, without limitation, the purposes of providing an opportunity for survey research personnel to meet and openly share information on all aspects of survey data collection and survey operations management. The IFD&TC hosts an annual conference to encourage such exchanges and may support other ways of sharing information supported by the membership. The IFD&TC shall not be operated for the primary purpose of carrying on a trade or business for profit. The IFD&TC shall have all powers granted under Va. Code Ann. § 13.1-826 and any other applicable statute.

Article III – Limitations

At all times, the following shall operate as conditions restricting the operations and activities of the IFD&TC:

1.   No part of the net earnings of the IFD&TC shall inure to the benefit or be distributed to any private person except the IFD&TC shall be authorized to pay reasonable compensation for services rendered and to make payment and distributions in furtherance of the purposes set forth in Article II hereof;

 

2.   No substantial part of the activities of the IFD&TC shall consist of carrying on propaganda, or otherwise attempting to influence legislation nor shall it in any manner or to any extent participate in or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office; nor shall the IFD&TC engage in any activities that are unlawful under the applicable federal, state, or local laws; and

3.   Notwithstanding any other provision of these Articles, the IFD&TC shall neither have nor exercise any power, nor shall it directly or indirectly engage in any activity that would (1) prevent it from obtaining exemption from federal income taxation as a corporation described in § 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, or (2) cause it to lose such exempt status.

Article IV – Members

The IFD&TC is to have the following classes of members: Active members and Emeritus members. The qualifications and rights for each class are described in the Bylaws.

Article V – Directors

The directors of the IFD&TC are to be elected for multi-year, staggered appointments by a plurality vote of members in attendance at the annual Business Meeting. Terms and voting rotations are provided in the Bylaws of the IFD&TC. The number of directors constituting the initial Board of Directors is 10.

The number of directors may be amended as provided in the Bylaws of the Corporation.

Article VI – Dissolution

Upon the dissolution of the IFD&TC, assets shall be distributed for one or more exempt purposes within the meaning of § 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, 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 the Circuit Court of the city or county in which the principal office of the IFD&TC 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.

Executed this ____ day of _____________________, 201__.