Articles of Incorporation

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE FOUNDATION FOR PROFESSIONAL PEST MANAGEMENT, INC.

FIRST:          The name of the corporation is the "THE FOUNDATION FOR PROFESSIONAL PEST MANAGEMENT, INC.” (hereinafter the "Corporation").

SECOND:     The period of duration is perpetual.

THIRD:         (a) The Corporation is organized and shall be operated exclusively as a business league within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States internal revenue law),

(b) The Corporation shall promote higher business standards and better business methods in the pest management industry.

(c) In furtherance of its goals, the Corporation may establish a national recognition program for those in the pest management industry exemplifying the highest professional standards.  

(d) The Corporation may engage in any lawful act or activity for which a corporation may be organized under the Virginia Nonprofit Corporation Act, provided that the Corporation shall be organized and operated exclusively as a business league within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, supplemented or substituted (the “Code”), or the corresponding provision(s) of any subsequent U.S. Federal income tax law, Notwithstanding any other provision in these Articles of Incorporation, the Corporation shall not have the power to carry on any activities which will cause it to fail to qualify, or not to continue to qualify as an organization exempt from federal income tax under Section 501(c)(6) of the Code or exempt from state income tax under the Virginia Nonprofit Corporation Act, as amended, supplemented or substituted.

FOURTH:     The Corporation shall have no members. 

FIFTH:          (a) The affairs of the Corporation shall be managed by a Board of Directors, the number of which shall be specified in the Bylaws of the Corporation, (but which shall not in any event be less than one). The qualifications of the Directors, together with their terms of office, removal, filling of vacancies, and of newly created Director positions, powers, duties, and liabilities, shall, except as otherwise provided in these Articles of Incorporation or by the laws of the Commonwealth of Virginia, be as prescribed by the Bylaws.

                     (b) Directors shall be appointed by a majority vote of the Board.

                     (c) Directors shall serve a minimum of two years. Each Director, except in the case of death, resignation, retirement, disqualification, or removal, shall serve until the expiration of the term for which that Director is elected and until a successor has been elected and qualified.  

SIXTH:         The Corporation shall have no capital stock and shall not be authorized to issue capital stock. The number, qualifications and other matters relating to its Directors, including the manner of their election and appointment, shall be as set forth in the Bylaws of the Corporation. 

SEVENTH:   Notwithstanding any other provision hereof, the Corporation shall not carry on any activities not permitted to be carried on by an exempt organization described in Section 501(c) of the Code (or the corresponding provision of any future United States internal revenue laws).  In the event of termination or dissolution or winding up of the affairs of the Corporation in any manner or for any reason whatsoever, the directors shall, after paying or making provision for the payment of all liabilities of the Corporation, distribute all of the remaining assets and property of the Corporation to an exempt organization described in Section 501(c) of the Code (or the corresponding provision of any subsequent United States internal revenue laws) or to the federal, state or local government exclusively for exempt public purposes.  Any such assets and property not so disposed of shall be disposed of by the court of competent jurisdiction for the jurisdiction 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.

EIGHTH:      No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its Directors, officers, or their other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make loans, payments or distributions in furtherance of the purposes set forth in Article III hereof. Unless such action or activities further the common business interests of the Corporation, the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

NINTH:         Except as otherwise set forth in the Bylaws of the Corporation, every director shall be fully indemnified against all liabilities, civil and criminal, incurred in relation to his duties, including all reasonable expenses of defense to the full extent allowed by applicable law.  The private property of the incorporators, Directors, or officers shall not be subject to the payment of debts or obligations of the Corporation to any extent whatsoever.