The Walter H

The Walter H. McClenon Fund, Inc.

Articles of Incorporation

Revised version approved by the Board of Trustees, June 2011, and members, March 2012

Conformed text including amendments approved March 2012

Article One - Name

The name of this corporation shall be the Walter H. McClenon Fund, Incorporated. This corporation may be referred to hereinafter as the Fund.

Article Two - Term of Duration

The term of duration of the Fund shall be perpetual.

Article Three - Purpose

A. The purpose of the Fund shall be the improvement of the economic, social, and industrial condition of the people of the United States and of the world, and especially of the condition of those people who appear to be in any respect at a special disadvantage.

B. The Fund shall strive to accomplish its purpose by investing its financial resources in income-producing securities and other assets, and contributing the income, after provision for expenses, and except such as shall be reinvested, to organizations conducting projects for social reform, or likely to improve the economic, social, or industrial condition of the people of the United States or of the world, and especially of those who appear to be in any respect at a special disadvantage.

C. The Fund shall maintain at least two endowments, a General Endowment and a Special Endowment, which shall be accounted for separately on the books of the Fund and shall not be commingled. The Special Endowment shall be used solely for charitable and educational purposes that improve the condition of the people of the United States and of the world, and especially of those people who appear to be in any respect at a special disadvantage.

Article Four - History

A. The Fund shall be the successor to the unincorporated fund established by the late Walter H. McClenon on 11 December 1924, which has since that time been administered by Walter H. McClenon, by Paul R. McClenon, and by Robert McClenon.

B. The Fund shall be a memorial to the late Walter H. McClenon.

Article Five - Powers

The Fund shall have all of the powers granted by the District of Columbia Nonprofit Corporation Act of 1962, and by other laws of the District of Columbia, to non-profit corporations, including, but not limited to, the power:

1. to invest, reinvest, and manage its corporate funds;

2. to purchase, receive by gift or bequest, or otherwise acquire, own, sell, exchange, otherwise dispose of, and otherwise deal in and with real and personal property, or any interest therein, wherever situated;

3. to make donations for the public welfare and for its corporate purposes, subject to such restrictions as may be imposed hereafter in these Articles of Incorporation.

Article Six - Financial and Grant Policies

A. The criteria to be used in selecting the organizations to which contributions are to be made shall be those set forth below in Chapters `C' through `G' of Article Six.

1. The books of the Fund shall indicate the amount of the corpus of the Fund, which shall be defined as the value of all of its permanent assets less any liabilities and any reserves, but excluding any temporary assets such as those attributable to current undistributed income.

2. After any year in which there shall have been an excess of income received over contributions made and expenses incurred, the annual meeting of the Board of Trustees (hereinafter referred to as the Board) shall direct, subject to any rules that may be set forth in the bylaws, either that the unused income be transferred to the corpus and reinvested, or that it be handled in some other manner, such as by treating as a reserve or by retaining it as current undistributed income from which contributions may be made in the following year.

3. Contributions to organizations shall be made, and expenses shall be paid, only from the income of the Fund, or (if permitted by the bylaws) from reserves, and not from its corpus, except with the approval of the Board of Trustees and the members of the Fund as described below. Any proposal to distribute, spend, or give away any part of the corpus must be approved by a two-thirds vote of the Board of Trustees at an annual or special meeting before it may be submitted to the members for approval. The proposal shall be adopted if approved by a majority vote of the members of the Fund at an annual or special meeting for which at least twenty days notice shall have been given or by a mail vote for which at least twenty days shall have elapsed between the mailing of the ballots and the deadline for the return of the ballots.

C. Contributions may be made:

1. to projects for the promotion of cooperation between potentially hostile groups, especially between diverse national, racial, religious, sexual, or industrial groups;

2. to organizations conducting research of a character likely to contribute to social well-being;

3. to educational institutions, for the establishment or expansion of some special activity related to economic, social, industrial, or political reform;

4. for the expansion or equalization of educational opportunities, especially for their extension to persons at a special disadvantage;

5. for activities likely to increase civil liberty or human freedom;

6. for the establishment or expansion of hospitals or other institutions for the rehabilitation of persons suffering from a special handicap of any sort;

7. for assistance in the publication of periodicals, pamphlets, or books which appear likely to advance the objectives of the Fund;

8. to organizations working for the enactment of legislation in accordance with the objectives of the Fund, or to organizations providing information to voters for objectives in accordance with those of the Fund, or to other similar political or semi-political organizations, provided:

a. that the Board, or the officer authorizing the contribution, is satisfied (i) that the leaders of such organizations are honestly striving to advance the welfare of the mass of the population or of some disadvantaged group, rather than of any (actually or potentially) privileged group, (ii) that the success of such organizations would tend to improve the general welfare, and (iii) that such contributions would not violate either the letter or the spirit of any political campaign financing act, corrupt practices act, or similar law;

b. that no such contributions shall be made from the Special Endowment.

9. for such other similar objectives, conforming to the general purposes indicated above, as may be permitted by the rules set forth in these Articles of Incorporation, and the bylaws of the Fund, as may from time to time be approved by the Board.

D. No project for economic, social, industrial, or political reform is to be administered by or on behalf of the Fund as such.

E. Not over one-fourth (25%) of the income for any year is to be devoted to any one project, except when the total income for the year is less than ten dollars ($10.00), in which case not more than two-and-one-half dollars ($2.50) or the entire income, whichever is less, shall be devoted to any one project.

F. No contributions are to be made:

1. for the financing of military operations of any sort, either on behalf of or in opposition to any organized government;

2. for any activity that is contrary to the law operative where such activity is to be conducted, except that the Fund may support court tests of the constitutionality of laws if a judicial ruling that the law in question is unconstitutional would advance the purposes of the Fund;

3. for the promotion of music or art of any sort, as such;

4. for the promotion of religion as such, provided that projects for social reform conducted under religious auspices may be financed if otherwise qualified; nor in support of any strictly religious or moral reform involving restrictions on human activities, such as campaigns against liquor or gambling; nor for the purpose of opposing or counteracting any agency of religion or moral reform except insofar as may be necessarily involved in the support of some positive economic, social, industrial, or political advance;

5. for the relief of individual suffering, either directly or through charitable organizations, except insofar as such relief is incidental to some permanent provision for an entire group;

6. for research into health maintenance or into the prevention or treatment of diseases;

7. to any business or organization operated for the financial profit of shareholders or other investors;

8. from the Special Endowment, for any activity involving the influencing of legislation in any manner.

9. from the Special Endowment, to any organization whose purposes are not exclusively educational, charitable, or both.

1. In no case are contributions to be made by the Fund for the purpose of preventing any change in economic, social, industrial, or political conditions, no matter how undesirable such change may appear to be. This paragraph is to be given the broadest possible interpretation, and in no circumstances is any variation to be permitted from it to any extent whatever, except that where donations from the Fund have been made to assist in the accomplishment of a particular object, which becomes eventually established, donations may be made for a limited period thereafter (such as two years) for the purpose of preventing a return to the former conditions.

2. In no case are contributions to be made by the Fund to advance the interests of any economically advantaged group of any sort as such, nor in any case to favor any (actually or potentially) privileged class, except through the offering of special educational opportunities to persons who demonstrate special aptitude for utilizing them.

3. Notwithstanding any other provisions of the Articles of Incorporation, this Fund shall not engage to any substantial degree in any activities that are unrelated to its purpose, nor exercise any powers that do not further its purpose.

4. The Fund shall not engage in any activities incompatible with its non-profit nature. In particular, the Fund shall not:

a. issue shares of stock;

b. pay any dividend or distribute any part of its income or assets to its Trustees, officers, or members;

c. make any payment to any Trustee, officer, member, or other private person, nor to any corporation, partnership, or other business operated for profit, except as payment or reimbursement for the normal and necessary expenses of the Fund, or as compensation for services rendered (and then only if not otherwise prohibited by these Articles of Incorporation).

Article Seven - Organization

A. The Fund shall have members.

1. The Fund shall be governed by a Board of Trustees, herein referred to as the Board, who shall serve as its directors. The number of Trustees shall be not fewer than three nor more than eleven and must be an odd number.

2. The Trustees shall be elected by the members. Each Trustee shall serve for one year, from the first day of April until the thirty-first day of March in the following year, and thereafter, if necessary, until a successor shall be elected and shall qualify. The bylaws shall specify the procedure for the election of Trustees.

3. Any vacancy on the Board may be filled by the members. The bylaws shall specify the procedure for filling vacancies on the Board.

1. All Trustees of the Fund and all former Trustees of the Fund shall be entitled to membership in the Fund for life. The bylaws may confer membership in the Fund, either for life or for a specified term, on persons who hold or have held offices in the Fund other than that of Trustee.

2. Persons may become members of the Fund by making gifts of a sufficient amount to the Fund. The bylaws shall specify the minimum amount of the gift for which membership shall be conferred and the duration of membership, which may be for life or for a specified term. The bylaws may set forth a schedule listing different sizes of gifts and the corresponding durations of membership.

3. Membership shall not impose any duty upon any person who is not a Trustee or other officer of the Fund.

4. In addition to the right to vote for Trustees, members shall have the right to vote on the following classes of questions (hereinafter referred to as charter questions, which shall be submitted to them following approval of the Board:

a. amendments to these Articles of Incorporation;

b. plans of dissolution, liquidation, merger, or consolidation;

c. proposals to distribute, spend, or give away any part of the corpus of the Fund, as defined in Article Six, Chapter `B.'

1. The principal officers of the Fund shall be the President, the Vice-president, the Secretary, and the Treasurer.

2. The President, the Secretary, and the Treasurer shall have the customary responsibilities of their offices, except as otherwise provided hereinafter..[R McC1]

3. At any time that the office of President shall be vacant, or that the President shall be unable to discharge the duties of that office, the Vice-president shall act as President. The Vice-president shall not succeed to the office of President in the event of a vacancy unless so elected.

4. At any time that the office of Vice-president shall be vacant, or that the Vice-president shall be absent from a meeting of the Board or unable to discharge the duties of that office, the President shall preside over the Board.

5. The principal officers of the Fund shall be elected by the Board. Each officer shall serve for one year, from the first day of April until the thirty-first day of March in the following year, and thereafter, if necessary, until a successor shall be elected and shall qualify. The bylaws shall specify the procedure for the election of officers.

6. Any vacancy in any principal office shall be filled by the Board. The bylaws shall specify the procedure for filling vacancies in the principal offices.

E. Voting by proxy shall not be permitted at meetings of the Board or of the members. The bylaws may provide for voting by mail.

F. No person shall serve as a Trustee or other officer who shall not have attained the age of eighteen years. The President and the Vice-president must be elected from among the members of the Board of Trustees. The Board may adopt bylaws setting forth further qualifications required for the election of persons as Trustees or other officers.

G. No person shall receive any compensation or other financial gain or advantage of any sort for service as a Trustee or other officer of the Fund, although reimbursement may be provided for normal and necessary expenses incurred on behalf of the Fund.

1. A Trustee may be removed from the Board by a two-thirds vote of the members for unethical conduct, actions detrimental to the Board or the Fund, or malfeasance, misfeasance, or nonfeasance in office.

2. A principal officer of the Fund may be removed from office by a two-thirds vote of the Board without cause.

1. There shall be two types of meetings of members of the Fund, annual and special. The annual meeting of the members shall be held in February or March as specified in the bylaws. Special meetings of the members may be called by the President or by the Board at any time, and shall be called upon written request from at least one-third of the members, stating the reason or reasons for the request.

2. There shall be three types of meetings of the Board, annual, regular, and special. The annual meeting of the Board shall be held in February or March as specified in the bylaws. Regular meetings shall be held as specified in the bylaws. Special meetings may be called by the President or the Vice-president at any time, and shall be called upon written request from at least one-third of the Trustees, stating the reason or reasons for the request.

3. A majority of the members of the Fund shall constitute a quorum of the members for the purpose of considering any charter question. A number of members equal to a majority of the qualified Trustees shall constitute a quorum of the members for the purpose of electing Trustees.

4. Two-thirds of the total authorized number of Trustees (including vacancies) shall constitute a quorum of the Board for the purpose of considering any charter question. A majority of the qualified Trustees shall constitute a quorum of the Board for the purpose of electing principal officers of the Fund. The bylaws shall define the quorum of the Board required for the conduct of any other business.

Article Eight - Amendments

A. These Articles of Incorporation may be amended with the approval both of the Board and of the members of the Fund.

B. Any proposed amendment to the Articles of Incorporation must first be considered by the Board at an annual or special meeting, at least ten days written notice of the proposed amendment having been given to the Trustees, and must be approved by a two-thirds vote of the Board. The proposed amendment must then be submitted to the members, either by scheduling it for consideration at an annual or special meeting of the members, of which at least twenty days notice must be given, or by a mail vote, for which at least twenty days must elapse between the mailing of the ballots and the deadline for the return of the ballots.

1. No amendment which would violate, weaken, rescind, or abridge any of the prohibitions contained in Article Six, Chapter `G,' or alter the purpose of the Fund as stated in Article Three, shall be adopted unless approved by a four-fifths vote of the members. Notwithstanding the preceding provision, no amendment shall be enacted which would be contrary to the District of Columbia Nonprofit Corporation Act.

2. No amendment to the Articles of Incorporation, other than as described in the preceding paragraph, shall be adopted unless approved by a two-thirds vote of the members.

Article Nine - Dissolution, Liquidation, Merger, or Consolidation

A. The Fund may be voluntarily dissolved or liquidated or merged or consolidated with another non-profit corporation with the approval both of the Board and of the members of the Fund.

B. Any plan of dissolution, liquidation, merger, or consolidation must first be considered by the Board at an annual or special meeting, at least ten days written notice of the plan having been given to the Trustees, and must be approved by a two-thirds vote of the Board. The plan must then be referred to the members, either by scheduling it for consideration at an annual or special meeting of the members, of which at least twenty days notice must have been given, or by submitting it to a mail vote, for which at least twenty days must elapse between the mailing of the ballots and the deadline for the return of the ballots.

1. Approval of a plan of merger or consolidation in which the successor corporation is to have a purpose substantially the same as that stated in Article Three, and is to be restricted by prohibitions substantially the same as those of Article Six, Chapter G, shall require a two-thirds vote of the members.

2. Approval of a plan of dissolution or liquidation, or of a plan of merger or consolidation in which the successor corporation is not to be governed by the provisions specified in the preceding paragraph, shall require a four-fifths vote of the members.

D. In the event of any voluntary or involuntary dissolution, liquidation, or winding up of the affairs of the Fund, the Board shall, after paying or making provisions for the payment of any liabilities of the Fund, dispose of all the assets of the Fund, but only to an organization or organizations operated not for profit having objectives not inconsistent with those of the Fund, and qualified under the rules set forth in Article Six to receive contributions from the Fund. In such an event, the assets of the Special Endowment shall be distributed only to an organization or organizations operated not for profit and exclusively for charitable and educational purposes having objectives not inconsistent with those of the Fund, and qualified under the rules set forth in Article Six to receive contributions from the Special Endowment. No Trustee, officer, member, or other private person, nor any business corporation may receive any part of the assets of the Fund in the event of its dissolution or liquidation. Any assets not distributed to qualified organizations by the Board shall be distributed to qualified organizations as the Superior Court for the District of Columbia shall direct.

Article Ten - Taxation

A. The Fund shall not make any contributions nor engage in any activities that would prevent it from being exempt from the payment of the United States federal income tax as an organization operated exclusively for the advancement of social welfare, under the provisions of section 501(c)(4) of the Internal Revenue Code of 1954 or any corresponding provisions of future federal tax laws.

B. The Special Endowment shall not make any contributions nor engage in any activities that would prevent it from being exempt from the payment of United States federal income tax as an organization operated exclusively for charitable and educational purposes, under the provisions of section 501(c)(3) of the Internal Revenue Code of 1954 or any corresponding provisions of future federal tax laws.