ARTICLES OF INCORPORATION
EXPRESS CARE, INC.
We hereby associate to form a non-stock
corporation under the provisions of Chapter 2 of Title 13.1 of the
Code of Virginia of 1950, as amended and to that end set forth the
The name of the corporation is: EXPRESS CARE,
The corporation is organized and the activities
to be carried on and promoted by it are exclusively for charitable,
medical, educational and/or scientific in nature, including, but not
limited to, the following:
A. To provide access to health care system.
B. To provide health education to prevent
C. To work towards the goal of healthy families
No part of the net earnings of the corporation
shall inure to the benefit of, or be distributed to its members,
trustees, officers, or other private persons, except that the
corporation shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payment and
distribution in furtherance of the purposes set fort above. No
substantial part of the activities of the corporation shall be the
carrying on of propaganda, or otherwise attempting to influence
legislation, and 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
NOTWITHSTANDING any of the other provisions of
these Articles, the corporation shall not carry on any activity not
permitted to be carried on:
A. By a corporation exempt from Federal
Income Tax under Section 501(c)(3) of the Internal Revenue Code,
or corresponding section of any future federal tax code, or
B. By any corporation contributions to which are deductible under
Section 170(c)(2) of the Internal Revenue Code or corresponding
section of any future federal tax code.
The corporation shall have no members.
The affairs of the corporation shall be managed
by a Board of Directors. The number
of directors shall not be less than three (3)
persons, but shall otherwise be as fixed in the Bylaws of the
corporation, as amended from time to time. All successor directors
shall be elected by the directors then serving. All vacancies from
unexpired terms shall be filled by an interim election. The
directors shall be asked to serve for progressively longer terms.
The first term shall be one year, the second term for two years and
third term for three years. After the third term (six consecutive
years), the director must be off the board for at least one year
before being offered to again serve on the board If the director
chooses to again serve on the board, he/she shall serve for terms in
the original progressive order. Each director may consecutively hold
the same position (i.e. secretary t chairman) for the full time of
any/all terms, provided they are reelected by the board members at
the beginning of each term.
Upon the termination, dissolution or winding up
of the corporation in any manner for any reason, its assets, if any,
remaining after payment (or provision for payment) of all
liabilities, shall be distributed to and only to, one or more
organizations, as determined by the Board of Directors, having
exclusively charitable, medical, educational and/or scientific
purposes and recognized as exempt under federal income taxation
under Section 501(c)(3) of the Internal Revenue Code of 1954 as
amended, or any successor provisions.
The corporation shall have the power to
indemnify any officer or director, agent or employee of the
corporation against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement in the circumstances described
in and as provided by Section 13.1-205.1 of the code of Virginia of
1950, as amended, prior to January 1, 1986, and as provided by
Section 13.1875, et seq. of the Code of Virginia of 1950, as amended
or any successor provision, after December 31, 1985.
The registered office of the Corporation is
1183 Cypress Tree Place, Herndon, VA 20170, located in Fairfax
County, Virginia and the name of its initial registered agent is
Yasmeen Durrani, a resident of Virginia and director of the
corporation, whose business address is the same as the registered
office of the Corporation.
The number of directors constituting the
initial Board of Directors is three and the names and addresses of
the persons who are to serve as the initial directors are:
Dated this 29th day of November, 2002.
(Original document signed)
(Addresses are on original file)