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Articles of Incorporation of the American Association for the Advancement of Science
Commonwealth of Massachusetts
In the Year One Thousand Nine Hundred and Ninety-three
An Act Further Regulating the Incorporation of the American Association for the Advancement of Science.*
Be it enacted by the Senate and House of Representatives, in General Court assembled, and by the authority of the same, as follows:
Section 1. Joseph Henry of Washington, Benjamin Peirce of Cambridge, James D. Dana of New Haven, James Hall of Albany, Alexis Caswell of Providence, Stephen Alexander of Princeton, Isaac Lea of Philadelphia, F. A. P. Barnard of New York, John S. Newberry of Cleveland, B. A. Gould of Cambridge, T. Sterry Hunt of Boston, Asa Gray of Cambridge, J. Lawrence Smith of Louisville, Joseph Lovering of Cambridge, and John LeConte of Philadelphia, their associates, the officers and members of the Association known as the "American Association for the Advancement of Science," and their successors are hereby made a corporation by the name of the "American Association for the Advancement of Science." Said corporation is organized and shall be operated exclusively for charitable, scientific, literary, and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended, including but not limited to the following purposes: (a) to further the work of scientists, to facilitate cooperation among them, to foster scientific freedom and responsibility, to improve the effectiveness of science in the promotion of human welfare, to advance education in science, and to increase public understanding and appreciation of the importance and promise of the methods of science in human progress; and (b) to engage in joint programs and activities and share facilities, with other tax-exempt, charitable, scientific, literary, and educational organizations with a view toward achieving economies of scale, programmatic synergies, and overall enhancement and promotion of the charitable, scientific, literary, and educational purposes of said corporation and such other tax-exempt organizations. Said corporation shall have all the powers and privileges and be subject to the restrictions, duties, and liabilities set forth in the General Laws which now or hereafter may be in force and applicable to such corporation, including without limitation the power to engage in any lawful activity in furtherance of its purposes and each of the powers which may be authorized to a corporation under section six of chapter one hundred and eighty of the General Laws.
Section 2. Said corporation may have and hold by purchase, grant, gift, or otherwise, real estate not exceeding five million, five hundred thousand dollars in value, and personal estate in any amount.**
Section 3. Any two of the corporators above named are hereby authorized to call the first meeting of the said corporation in the month of August next ensuing, by notice thereof by mail, to each member of the said Association.
Section 3A. No part of the assets or net earnings of said corporation, current or accumulated, shall inure to the benefit of or be distributable as dividends or otherwise to the directors, officers, or employees of said corporation or to other private persons, except that said corporation is authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions to further its charitable, scientific, literary, and educational purposes.
No director, officer, employee, member of a committee, person connected with said corporation, or any other private individual shall be entitled to or shall share in the distribution of the corporate assets upon the said corporation’s dissolution. Upon dissolution or winding up of said corporation's affairs, whether voluntary or involuntary, all of its assets then remaining in the hands of the board of directors shall, after paying or making provision for payment of all of said corporation's liabilities, be distributed, transferred, conveyed, delivered, and paid over only to educational, scientific, literary, or charitable organizations that are exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and which are not private foundations within the meaning of section 509(a) of the Internal Revenue Code of 1986, as amended, on whatever terms and conditions and in whatever amounts the board of directors may determine, for use exclusively for educational, scientific, literary, or charitable purposes, except that no distribution shall be made to organizations testing for public safety.
No substantial part of the activities of said corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and said corporation shall not participate or intervene in, including the publication or distribution of statements, political campaigns on behalf of or in opposition to any candidate for public office, whether by publishing or distributing statements or otherwise.
Section 4. This act shall take effect upon its passage.
House of Representatives, May 17, 1993 In Senate, May 17, 1993
Passed to be enacted, Passed to be enacted,
Charles F. Flaherty, Speaker William M. Bulger, President
26 May, 1993
Approved, at nine o'clock and 29 minutes A.M.
William F. Weld, Governor.
*The original Articles of Incorporation were enacted by the Massachusetts Legislature in 1874. In 1993, by the passage of S1524, Chapter 53, the Legislature modified and updated these articles so that they read as presented here.
**By Special Meeting of the Massachusetts Legislature, in Chapter 180, enacted October 1, 1971, a blanket modification was established which empowered the corporation to hold real and personal property in an unlimited amount.