ARTICLES OF INCORPORATION
THE TEXT ENCODING INITIATIVE CONSORTIUM (TEI)
The undersigned, desiring to form a nonstock corporation under the provisions of Chapter 10 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Virginia Code”) sets forth the following:
Article I. Name. The name of the Company is TEI.
Article II. Purpose. TEI is organized exclusively for charitable, literary, educational, and scientific purposes, including without limitation:
(a) to build an international and interdisciplinary community that will maintain and further develop the TEI Document Type Definition (DTD) and its documentation;
(b) to promote the use of the TEI DTD, in the interest of improving the preservation and exchange of electronic texts;
(c) to provide training and consulting services to TEI Consortium members and others;
(d) to make distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as now in force or afterwards amended (hereinafter "the Code").
The following are fundamental and irrevocable principles of the TEI consortium:
1. TEI guidelines, other documentation, and DTD should be free to users;
2. Participation in TEI governance should be open (even to non-members) at all levels;
3. The TEI should strive to be internationally and interdisciplinarily representative;
4. No role with respect to TEI should be without term.
In addition and consistent with the above, the Company shall have all corporate powers of a nonstock corporation organized under Chapter 10 of Title 13.1 of the Virginia Code, as amended, and not prohibited by Section 501(c)(3) of the Internal Revenue Code, any regulations promulgated thereunder, or any successor statutes or regulations
Article III. Registered Agent. The post office address of the initial registered office of the Company is 250 West Main Street, Charlottesville, Virginia 22902, which is located in the City of Charlottesville, Virginia. The Company's initial registered agent is W. McIlwaine Thompson, Jr., who is a resident of Virginia and whose business address is the same as the initial registered office and who is a member of the Virginia State Bar.
Article IV. Membership. There shall be one class of members who shall be entitled to vote on all matters as provided in the By-Laws of the Company. Each member shall be entitled to one vote. The affairs of the Company shall be managed by a Board of Directors which shall be elected by the members as set forth in the By-Laws. Some members will also be TEI Hosts, as provided in the By-Laws.
Article V. Board of Directors.
The affairs of TEI shall be managed by a Board of Directors. The number of directors constituting the initial Board of Directors is five (5), and members of the initial Board of Directors are as follows:
975 Locust Ave.
Charlottesville, VA 22901
Except for the initial Board of Directors, the number of directors may be fixed as provided in the Bylaws and shall be not less than seven (7).
Article VI. Operations.
No part of the net earnings of TEI shall inure to the benefit of or be distributable to any incorporator, trustee, director or officer of TEI or any private individual, except that TEI shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose of TEI. No substantial part of the activities of TEI shall be the carrying on of propaganda, or otherwise attempting to influence legislation, nor shall TEI participate in, 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. As a means of accomplishing its charitable purposes, TEI shall make distributions of its income and principal at such times and in such manner as not to subject TEI to tax under Section 4942 of the Internal Revenue Code. TEI shall have all of the rights, powers and privileges now or hereafter given to non-stock corporations under the laws of the Commonwealth of Virginia, except that neither TEI nor anyone acting on its behalf shall (1) engage in any act of self-dealing as defined in Section 4941 of the Internal Revenue Code, (2) retain any excess business holdings as defined in Section 4943 of the Internal Revenue Code, (3) make any investment that would subject the corporation to tax under Section 4944 of the Internal Revenue Code, (4) make any taxable expenditures as defined in Section 4945 of the Internal Revenue Code or (5) conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its regulations, as amended, or by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code and regulations, as amended. (Each reference to a Section of the Internal Revenue Code means a Section of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any subsequent federal tax law.)
Article VII. Dissolution.
In the event of the dissolution of TEI, or the winding up of its affairs, and after all liabilities of TEI have been paid, satisfied and discharged or adequate provisions made therefor, all remaining assets shall be distributed to The World-Wide Web Consortium. Notwithstanding the preceding sentence, if at the date of dissolution The World-Wide Web Consortium is not an organization exempt from income taxation under Section 501(c)(3) of the Internal Revenue Code and its regulations, as amended, then all remaining assets of TEI shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or 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.
Article VIII. Indemnification.
A. Every person, and his or her heirs, executors and administrators, who was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding of any kind whether civil, criminal, administrative, arbitrative or investigative, or was or is the subject of any claim, whether or not by or on behalf of the Corporation, by reason of his or her being or having been a director or officer of the Corporation or by reason of his or her serving or having served at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, committee, trust or other enterprise or at the request of the Corporation in any capacity that under Federal law regulating employee benefit plans would or might constitute him or her a fiduciary with respect to any such plan, whether or not such plan is or was for employees of the Corporation, shall be indemnified by the Corporation against expenses (including attorneys' fees), judgments, fines, penalties, awards, costs, amounts paid in settlement and liabilities of all kinds actually and reasonably incurred by him or her in connection with, or resulting from, such action, suit, proceeding or claim if he or she acted in good faith and in the manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided that no indemnification shall be made in respect of any claim, issue or matter as to which he or she shall have been adjudicated to be liable to the Corporation for willful misconduct or a knowing violation of the criminal law in the performance of his or her duty to the Corporation unless, and only to the extent, that the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, he or she is fairly and reasonably entitled to indemnity. The termination of any such action, suit or proceeding by judgment, order or conviction, or upon a plea of nolo contendere or its equivalent, or by settlement, shall not of itself create a presumption that any such person did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Corporation.
B. Any indemnification under the preceding paragraph (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of such person is proper in the circumstances because he or she had met the applicable standard of conduct set forth in such paragraph. Such determination may be made either (i) by the Board of Directors of the corporation by a majority vote of such quorum consisting of directors who were not parties to such action, suit or proceeding; or (ii) if such a quorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion. or (iii) by the members.
C. Expenses (including attorneys' fees) incurred by or in respect of any such person in connection with any such action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, may be paid by the Corporation in advance of the final disposition thereof upon receipt of an undertaking by, or on behalf of, such person to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation.
D. The Board of Directors of the Corporation shall have the power, generally and in specific cases, to indemnify its other employees and agents to the same extent as provided in this Article with respect to its directors and officers.
E. The provisions of this Article are in addition to, and not in substitution for, any other right to indemnity to which any person who is or may be indemnified by or pursuant to this Article may otherwise be entitled, and to the powers otherwise accorded by law to the Corporation to indemnify any such person and to purchase and maintain insurance on behalf of any such person against any liability asserted against or incurred by him or her in any capacity referred to in this Article or arising out of his or her status as serving or having served in any such capacity (whether or not the Corporation would have the power to indemnify against such liability.)
F. If any provision of this Article shall be adjudicated invalid or unenforceable, such adjudication shall not be deemed to invalidate or otherwise affect any other provision hereof or any power of indemnity which the Corporation may have under the laws of the Commonwealth of Virginia.
G. No amendment or repeal of any provision of this Article shall limit or eliminate the right to indemnification provided hereunder with respects to acts or omissions occurring prior to such amendment or repeal.
Article IX. Elimination of Liability.
A. To the maximum extent permitted by Virginia Code §13.1-870.1 or any successor provision thereto, or any other statutory or decisional law, no officer or director of the Corporation shall be liable in any proceeding brought by or on behalf of the Corporation or brought by or on behalf of members of the Corporation against such officer or director.
B. No amendment to or appeal of this Article shall limit or eliminate the benefits provided to directors and officers of the Corporation hereunder with respect to any act or omission which occurred prior to such amendment or repeal.
W. McIlwaine Thompson, Jr., Incorporator