Omega Alpha Association
ARTICLE I: Name
The name of the Corporation (the “Corporation”) is Omega Alpha Association.
ARTICLE II: Legal Status
The Corporation is a non-stock corporation, duly formed under the provisions of the Virginia Nonstock Corporation Act, Chapter 10, Title 13.1 of the Code of Virginia (the “Code”). The Corporation has perpetual existence.
ARTICLE III: Registered Agent
The initial registered office of the Corporation shall be c/o LeClair Ryan, A Professional Corporation, located at 2000 Kraft Drive, Blacksburg, Virginia 24060, in the County of Montgomery, Virginia, and the initial registered agent shall be Michael P. Drzal who is a resident of Virginia and a member of the Virginia State Bar and whose business address is the same as the address of the registered office.
ARTICLE IV: Powers
The Corporation shall have the power to take any lawful action necessary, appropriate, or desirable to carry out purposes that are consistent with the Virginia Nonstock Corporation Act, Chapter 10, Title 13.1 of the Code of Virginia and to engage in other lawful activity which may from time to time be authorized by the Board of Directors, provided that the purposes for which the Corporation is formed shall at all times comply with Section 501(c)(3) of the Internal Revenue Code and Section 170(c)(2) of that Code.
ARTICLE V: Prohibited Activities
1. No substantial part of the activities of the Corporation shall be devoted to attempts to influence legislation by propaganda or otherwise, and the Corporation shall not participate or intervene, directly or indirectly, in any political campaign on behalf of or in opposition to any candidate for public office.
2. Notwithstanding any other provision of these articles, the Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of that Code.
ARTICLE VI: Members
The Corporation shall have such members and membership classes as may be provided for in the Bylaws. Members shall have no voting rights.
ARTICLE VII: Motto
The Motto of the Omega Alpha Association is derived from the philosophy of Leonardo da Vinci; that is, “Think About The End Before The Beginning”.
ARTICLE VIII: Purpose
The Corporation is organized as an international honor society for systems engineering and shall operate solely for the following “charitable” and “educational” dual purpose (as those terms are used within the meaning of Section 501(c)(3) of the Internal Revenue Code):
1. To recognize and honor truly distinguished individuals through election to associate, full, or honorary membership, as is more particularly provided for in the Bylaws.
2. To celebrate quintessential contributions by individuals to the advancement of the art and practice of systems engineering in accordance with the Omega Alpha Motto.
ARTICLE IX: Objective
The overarching objective of the Corporation in fulfillment of its purpose, as set forth in Article VIII above, is to advance the systems engineering process and its professional practice in service to humankind. Among subordinate objectives of the Omega Alpha Association are opportunities to:
1. Inculcate a greater appreciation within the engineering profession that every human design decision shapes the human-made world and determines its impact upon the natural world and upon people.
2. Advance system design and development morphology through a better comprehension and adaptation of the da Vinci philosophy of thinking about the end before the beginning; that is, determining what designed entities will do before specifying what the entities are, and concentrating on the provision of functionality, capability, or a solution before designing the entities per se.
3. Encourage excellence in systems engineering education and research through collaboration with academic institutions and professional societies to evolve robust policies and procedures for recognizing superb academic programs.
ARTICLE X: Directors
The Corporation shall be managed by a board of directors. Directors shall be elected by the board of directors then serving, with the number of directors, their election, and all other matters concerning the directors set forth in the Bylaws.of the Corporation.
The Corporation shall have five (5) Founding Directors, whose names and addresses are:
Erik W. Aslaksen
Sinclair Knight Merz
100 Christie Street
St. Leonards, NSW 2100
Australia
Easlaksen@skm.com.au
Robert N. Braswell
Florida State University
1563 San Luis Road
Tallahassee, Florida 32304
United States
Braswell@eng.fsu.edu
Wolter J. Fabrycky
Academic Applications International
1200 Lakewood NW – Suite 100
Blacksburg, Virginia 24060
United States
Fabrycky@vt.edu
Donna H. Rhodes
Massachusetts Institute of Technology
77 Massachusetts Avenue
Cambridge, Massachusetts 02139
United States
Rhodes@mit.edu
F. Stan Settles
University of Southern California
1310 East Ocean Boulevard
Long Beach, California 90802
United States
Settles@usc.edu
ARTICLE XI: Limitation on Liability of Directors
No director of the Corporation shall be personally liable to the Corporation for monetary damages for his or her conduct as a director, which conduct takes place on or after the date this Article becomes effective, except for (i) acts or omissions that involve intentional misconduct or a knowing violation of law by the director, (ii) voting or assenting to distributions by the Corporation in violation of these Articles, or (iii) any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled.
If, after this Article becomes effective, the Virginia Nonstock Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be deemed eliminated or limited to the fullest extent permitted by the said Act, as so amended. Any amendment to or repeal of this Article shall not adversely affect any right or protection of a director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. This provision shall not eliminate or limit the liability of a director for any act or omission occurring prior to the date this Article becomes effective.
ARTICLE XII: Distribution of Earnings
No part of the net earnings of the Corporation shall inure in whole or in part to the benefit of or be distributable to any officer, director, trustee or other individual having a personal or private interest in the activities of the Corporation except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered, make reimbursement for reasonable expenses incurred in its behalf, and to make payments and distributions in furtherance of the purpose stated in Article VIII hereof.
ARTICLE XIII: Distribution upon Dissolution
Upon the dissolution of the Corporation, all of its assets remaining after payment of creditors shall be distributed to an organization or organizations selected by the Board of Directors, provided that such organization or organizations are qualified as exempt from taxation under the provisions of Sections 501(a) and 501(c)(3) of the Internal Revenue Code. In no event shall any of the corporation’s assets be distributed to the officers or directors of the Corporation.
ARTICLE XIV: Amendment of Articles
The Corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred on directors are subject to this reserved power.
ARTICLE XV: Endorsement
The fourteen (14) Articles of Incorporation above are endorsed by the incorporator whose signature is affixed below:
ENDORSEMENT BY INCORPORATOR
The undersigned individual endorses these Articles of Incorporation as incorporated for the Omega Alpha Association on behalf of the Founding Board of Directors.