National Society of Consulting Soil Scientists

Artilcles of Incorporation

ARTICLE ONE
NAME
The name of the Corporation is National Society of Consulting Soil Scientists, Inc.

ARTICLE TWO
DURATION
The term of existence of the Corporation is perpetual; and the corporation existence will commence on the filing of these articles by the Lee County, Alabama, Judge of Probate.

ARTICLE THREE
PURPOSE
The purposes for which this corporation is organized are:

Section 1. The specific and primary purpose is to establish and maintain a nonprofit professional society to promote the high standards of knowledge and professional training; to formulate a code of ethics for the profession; to advance the professional interests of members of the Society; to serve as a source of information, both scientific and educational, and guidance for the private practice of soil science; and to serve the industry as a whole by fostering professional accomplishments. Compose, publish, and disseminate information designed to advance the profession; uphold a professional code of ethics; recognize accomplishments and do any other acts or things which may be found necessary in carrying out the purpose of the Society.

Section 2. The general purposes and powers are:

(a) To purchase, lease, or otherwise acquire, improve, construct, own, hold, use, maintain, operate, exchange, encumber, sell, convey, or otherwise dispose of, real and personal property of every kind, nature or description, as may be necessary or desirable to promote the primary purpose of the Corporation.
(b) To make and perform contracts of every kind for any lawful purpose without limit as to amount, with any person, firm, or association, corporation, municipality, state, government, or municipal or political subdivision.
(c) To have and exercise all the rights and powers conferred on nonprofit corporations under the Alabama law, as such low is now in effect or may at any time hereafter be amended.
(d) To do all other acts necessary or expedient for the admission of the affairs and attainment of the purposes of the Corporation. The foregoing statement of purpose shall be construed as a statement of both purposes and powers, and the purposes and powers stated in each clause shall, except where otherwise expressed, be in no way limited or restricted by any reference to or inference from the terms or provisions of any other clause, but shall be regarded as independent purposes and powers.
The foregoing statement of purpose shall be construed as a statement of both purposes and powers, and the purposes and powers stated in each clause shall, except where otherwise expressed, be in no way limited or restricted by any reference to or inference from the terms or provisions of any other clause, but shall be regarded as independent purposes and powers.

Section 3. Notwithstanding any of the foregoing statements of purposes and powers, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purpose of this corporation as set forth in Section 1 of this Article Three, and nothing contained in the foregoing statement of purposes shall be construed to authorize this corporation to carry on any activity for the profit of its members, or to distribute any gains, profits, or dividends to its members as such, except for the distribution of assets on dissolution and winding up.

ARTICLE FOUR
DIRECTORS
There shall be three members of the initial Board of Directors of the Corporation. The names and addresses of the persons who are to serve as Directors until the first election thereof are as follows:

James H. Brown, 2241 Johns Circle, Auburn Alabama 36890

Joy A. Brown, 2241 Johns Circle, Auburn Alabama 36890

Henry B. Burdg, 2170 Canary Drive, Auburn, Alabama, 36830

ARTICLE FIVE
MEMBERS
The Corporation shall have members as provided in the Bylaws of the Corporation.

ARTICLE SIX
ELECTION OF DIRECTORS
The Directors are not to be appointed by members of the Corporation. Directors shall be elected in the following manner:

Section 1. At the expiration of the term of each member of the Board of Directors who was elected by the membership of the Society, a successor shall be elected by the membership at the next Annual Election. Any vacancy occurring in the Coard of Directors caused by death, resignation, increase in the number of Directors, or otherwise, shall be filled by a majority of the then existing Directors, until the next Annual Election, at which time the membership shall elect a Director to fill the vacancy for the unexpired term.

Section 2. The duties of the Board of Directors shall be as provided in the Bylaws of the Corporation.

ARTICLE SEVEN
CHANGE IN THE NUMBER OF DIRECTORS
A change in the number of Directors of the Corporation shall be made only by amendment to the Bylaws of the Corporation.

ARTICLE EIGHT
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the Corporation is 337 East Magnolia Avenue, Auburn, Alabama 36830. The name of the initial registered agent of the Corporation at such address is James H. Brown.

ARTICLE NINE
INCORPORATORS

James H. Brown, 2241 Johns Circle, Auburn Alabama 36890

Joy A. Brown, 2241 Johns Circle, Auburn Alabama 36890

Henry B. Burdg, 2170 Canary Drive, Auburn, Alabama, 36830

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