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NAVA Articles of Incorporation



ARTICLES OF INCORPORATION
UNDER THE
GENERAL NOT FOR PROFIT CORPORATION ACT

To PAUL POWELL, Secretary of State, Springfield, Illinois.

We, the undersigned,

/s/ Whitney Smith (address deleted)

/s/ Robert S. Gauron (address deleted)

/s/ Emmet V. Mittlebeeler (address deleted)

being natural persons of the age of twenty-one years or more and citizens of the United States, for the purpose of forming a corporation under the "General Not For Profit Corporation Act" of the State of Illinois, do hereby adopt the following Articles of Incorporation:

  1. The name of the corporation is: North American Vexillological Association

  2. The period of the corporation is: perpetual

  3. The address of its initial Registered Office in the State of Illinois is: (address deleted) in the village of Lombard (60148) County of DuPage and the name of its initial Registered Agent at said address is: Robert S. Gauron

  4. The first Board of Directors shall be five in number, their names and addresses being as follows:

    /s/ Whitney Smith (address deleted)

    /s/ Pierre C. Lux-Wurm (address deleted)

    /s/ Gerhard P. Grahl (address deleted)

    /s/ Robert S. Gauron (address deleted)

    /s/ Thomas M. Hill, Jr. (address deleted)

  5. The purpose or purposes for which the corporation is organized are:

    To promote vexillology as the scientific study of flags, including, but not limited to, the bringing into closer cooperation any and all persons interested in any and all aspects of flags, such as their history, significance, specification, use, and manufacturing; the furthering of a strong and growing interest in flags as a serious study or an avocation; promotion of research into the origins, history, and symbolism of flags; publications on flags and vexillology; formulation of standards for flag terminology, methodology, and data recording; cooperation with other vexillological associations, agencies, and research centers, and foundations of whatever type; and representation of vexillologists of North America on an international level.

/s/ Whitney Smith; Robert S. Gauron; Emmet V. Mittlebeeler } Incorporators




ACKNOWLEDGMENT

District of Columbia
City of Washington

I, Talma M. Baldwin, a Notary Public do hereby certify that on the 1st day of March 1968 Emmet V. Mittlebeeler personally appeared before me and being first duly sworn by me acknowledged that he signed the foregoing document and declared that the statements therein contained are true.

[notarial seal]

/s/ Talma M. Baldwin, Notary Public, My Commission Expires August 31, 1969


ACKNOWLEDGMENT

COMMONWEALTH OF MASSACHUSETTS
County of Suffolk

I, William F. Perry, a Notary Public do hereby certify that on the 8th day of March 1968 Whitney Smith personally appeared before me and being first duly sworn by me acknowledged that he signed the foregoing document and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written.

[notarial seal]
/s/ William F. Perry, Notary Public


ACKNOWLEDGMENT

STATE OF ILLINOIS,
County of Cook

I, P. T. Pelafas, a Notary Public do hereby certify that on the 16th day of March, 1968, Robt S. Gauron personally appeared before me and being first duly sworn by me acknowledged that he signed the foregoing document in the respective capacities therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written.

[notarial seal]
/s/ Peter T. Pelafas, Notary Public, My Commission Expires Jan., 7, 1971

FILED
MAR 19 1968
/s/ Paul Powell
Secretary of State




ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
UNDER THE
GENERAL NOT FOR PROFIT CORPORATION ACT

To PAUL POWELL, Secretary of State, Springfield, Illinois.
The undersigned corporation, for the purpose of amending its Articles of Incorporation and pursuant to the provisions of Section 35 of the "General Not For Profit Corporation Act" of the State of Illinois, hereby executes the following Articles of Amendment:

  1. The name of the corporation is: North American Vexillological Association

  2. There are some members, having voting rights with respect to amendments:

    This corporation shall discharge only those functions which are construed as charitable, scientific, and/or educational under Section 501 (c) (3) of the United States Internal Revenue Code of 1954.

    Upon the dissolution of the corporation all assets, after payment in full of the liabilities of the corporation, shall be distributed to an organization or organizations which shall at that time qualify as an exempt organization or organizations under Section 501 (c) (3) of the United States Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue law.

  3. At a meeting of members, at which a quorum was present, held on September 7, 1969 same receiving at least two-thirds (2/3) of the votes entitled to be cast by the members of the corporation present or represented by proxy at such meeting.


IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Amendment to be executed in its name by its President, and its Corresponding Secretary, this 17th day of October, 1969.

[corporate seal] North American Vexillological Association

By /s/ Whitney Smith
Its President

/s/ Robert S. Gauron
Its Corresponding Secretary




STATE OF ILLINOIS,
County of Cook

I, Esther Horst, a Notary Public do hereby certify that on the 17th day of Oct, 1969, Robert S. Gauron personally appeared before me and, being first duly sworn by me, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written.

[notarial seal] /s/ Esther Horst, Notary Public, My Commission Expires Jan., 7, 1971

FILED
OCT 29 1969
/s/ Paul Powell
Secretary of State