DCSTFI articles of incorporation, etc.

[Heather L. Kimmel Ph.D.]

Dear Hugh - Recently, a current member of the DCSTFI organization has had some questions for us regarding the current organization bylaws, so the Board has been taking a closer look at the official documentation of the organization. This brings me to my first question: do you have or know where we can find the original articles of incorporation for DCSTFI, Inc.? Our Secretary has been searching through the electronic documentation available and cannot find this particular document. Our Treasurer has also looked through some of our hard copy files and has not had any luck, either. 

My second question has to do with the status of the corporation. If you recall, we reinstated the corporation with your assistance as of 21 May 2013. The reinstatement documents indicate that the corporation was administratively dissolved on 9 September 2002. This led me to wonder what implications that had for the activities of the organizations between the date of dissolution and the date of reincorporation. The District of Columbia corporate registration website FAQs state: 

"If entity’s status is revoked then articles of incorporation / organization shall be void and all powers conferred upon such entity are declared inoperative, and, in the case of a foreign entity, the certificate of foreign registration shall be revoked and all powers conferred hereunder shall be inoperative." 

and 

"Any entity may file an application for reinstatement and pay all back fees and file all back reports at any time. Once this filing is accepted by Corporation’s Division entity’s status will be reinstated. Once petition for reinstatement is approved, such entity shall have such powers, rights, duties, and obligations as it had just prior to the time of the issuance of the administrative dissolution or termination with the same force and effect."

(see: http://dc.gov/DC/DCRA/For+Business/Corporate+Registration/Answers+to+Frequently+Asked+Corporate+Registration+Questions#2)

My reading of the last quote suggests that at the time of reinstatement (21 May 2013), we should have reverted to the bylaws that were in effect as of 9 September 2002. Is this an accurate assessment? If so, it sounds like we will need to take deliberative steps to formally adopt the bylaws under which the organization has been operating during the last few years.

In short, the documentation for the organization is in a disarray, and this Board is trying to be sure that all of the paperwork is in order before the upcoming elections in October so that the new Board can focus on the mission of the organization instead of its legal status and procedural questions.

Thank you for your insights! 

Cheers - Heather 

Heather L. Kimmel Ph.D.

AAAS Science & Technology Policy Fellow, 2011-2013

President, DCSTFI

[Heather Kimmel]

Dear Hugh - Again, thank you for your clarification of these policies. This is a relief, in that we can just move forward from this point and that we do not have to take further action to formalize our current status. The current Board is attempting to tighten the structure of the organization a bit as we have grown in membership and, subsequently, in our fiscal responsibilities. We wanted to be sure we left the organization in good legal condition for the next Board so they can focus on the business of the organization, rather than its structure.

We have really appreciated your help over the recent months with the reincorporation and our other queries. Please let us know if we need to compensate you further for your assistance.

Cheers - Heather

On Thu, Aug 8, 2013 at 7:04 AM, Hugh K. Webster <hweb...@wc-b.com> wrote:

Hello Heather:

 

The articles of incorporation should be available from the DC Corporations Division in the Dept of Consumer and Regulatory Affairs. We would be glad to obtain a copy for you, or you can visit their offices at 1100 4th Street SW. I recommend calling first, just to be sure the file is readily available. (202-442-4400).

 

Regarding dissolution and reinstatement, the language you cite refers to powers, etc. as a DC corporation. When a corporation like DCSTFI has its corporate status revoked, it becomes an unincorporated association. It is still a viable, legal entity – just not a corporation. As a result, whatever actions, including bylaw amendments, that DCSTFI took between 2002 and reinstatement were valid and remain valid. So in my opinion there is no need to revert to 2002 or ratify actions taken during the period of unincorporated status. I think DCSFTI can just move forward.

 

Are you ok with that? Please let me know if you have any questions.

 

Hugh

 

Hugh Webster

Webster, Chamberlain & Bean

1747 Pennsylvania Ave., NW

Suite 1000

Washington, DC 20006

(202) 785-9500 (office)

(202) 688-3551 (direct)

(301) 706-3144 (cell)

(202) 835-0243 (fax)

hweb...@wc-b.com

www.wc-b.com

--
Heather L. Kimmel, PhD

AAAS Science & Technology Policy Fellow, 2011-2013

Economics, Exposure, and Technology Division, OPPT, OCSPP
US EPA
1201 Constitution Ave, NW
Washington, DC 20004
kimmel....@epa.gov
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