ARTICLES OF RESTATEMENT
INSTITUTE FOR BUILDING TECHNOLOGY AND SAFETY
These Articles of Restatement of this corporation contain the full text of restated Articles of Incorporation, authorized by Art.1O, S. 13.1-889 of the Virginia Nonstock Corporation Act.
ARTICLE I: The corporation's name is changed to: INSTITUTE FOR BUILDING TECHNOLOGY AND SAFETY ("Institute").
ARTICLE II: The Institute's period of existence is perpetual.
ARTICLE III: The general purpose for which this Institute is organized is to conduct exclusively activities permitted by Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding section of any future Federal tax code ("the Code"). By way of illustration but not limitation, such activities will include:
- To lessen the burdens of the United States Government and enhance regulatory efficiency by providing a state-government-based, nonprofit corporation with qualified professional staff who, under grants, contracts, and cooperative agreements, can provide Federal agencies with technical, ADP, and administrative services which support Federal building code and public safety needs, and which assist Federal government efforts to support public safety, construction, and economic development in foreign countries;
- To lessen the burdens of individual governments of the 50 states of the United States and enhance regulatory efficiency by providing a state-government-based, nonprofit corporation with qualified professional staff who, under grants, contracts and cooperative agreements, can provide state agencies with technical, ADP, and administrative services which support state building code and public safety needs;
- To distribute funds to other organizations qualifying as exempt organizations under Section 501(c) (3);
- To carry on any other activity which may help accomplish its purposes, or may enhance the value of its property, business or rights; and
- To exercise all its corporate powers and rights in the Commonwealth of Virginia, other states and territories of the United States, and the District of Columbia.
ARTICLE IV: The Institute will have no capital stock.
ARTICLE V: The Institute will have no members.
ARTICLE VI: Institute business will be carried on through its Board of Directors as set forth in the Bylaws.
ARTICLE VII: There will be three initial Directors named in the Bylaws, appointed as follows to represent the organizations appointing them:
- One from the Board of Directors of the National Conference of States on Building Codes and Standards ("NCSBCS"). These are the only Directors who will be members of NCSBCS.
- One by the Council of State Governments.
- One by the National Governors' Association.
The Board may later name one or more additional Directors, appointed as follows to represent the organizations appointing them:
- One by the National Association of Counties.
- One by the US Conference of Mayors.
- One by the Association of Major City Building Officials.
- An additional appointee from the Board of Directors of NCSBCS.
ARTICLE VIII: No part of Institute net earnings will inure to the benefit of or be distributable to its directors, officers, or other private persons. However, the Institute may pay reasonable compensation for services rendered, may reimburse reasonable expenses incurred for Institute purposes, and may make other payments in furtherance of Institute purposes.
No substantial part of Institute activities will be carrying on propaganda or otherwise attempting to influence legislation.
The Institute will not participate or intervene in (including publishing or distributing statements) any political campaign supporting or opposing any candidate for public office.
Despite any other provision of these Articles, the Institute will not carry on any activity not permitted to be carried on by a corporation: 1) exempt from Federal income tax under Section 501(c)(3), or; 2) contributions which are deductible under Section 170(c)(2) of the Code.
ARTICLE IX: Upon the Institute's dissolution, assets will be distributed for one or more exempt purposes within the meaning of Section 501(c) (3) of the Code, or will be distributed to the Federal government or to a state or local government, for a public purpose. Assets not so disposed of will be disposed of by a court of competent jurisdiction of the county in which the Institute's principal office is located, exclusively for exempt or public purposes, or to such organization(s) as the Court determines to be organized and operated exclusively for such purposes.
ARTICLE X: The Institute's Initial Registered Agent in Virginia is Mr. Daniel H. Borinskv, a resident of Virginia and a member of the Virginia State Bar. The Institute's initial registered office address, which is the business address of the Initial Registered Agent, is 2080 Old Bridge Road, Suite 203, Lake Ridge, VA 22192-2335. This registered office is physically located in Prince William County.
ARTICLE XI: The Institute reserves the power to amend or repeal any provision in these Articles by unanimous vote of all Directors then in office.