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NPR Articles of Incorporation, 1970

These articles were attached to National Public Radio’s certificate of incorporation filed with the District of Columbia Recorder of Deeds, Feb. 26, 1970.

ARTICLES OF INCORPORATION
NATIONAL PUBLIC RADIO, INC.

We, the undersigned, natural persons of the age of twenty-one (21) years or more, and citizens of the United States, desiring to form a nonprofit corporation pursuant to the District of Columbia Non-Profit Corporations Act (23 D.C. Code Chapter 10), adopt the following Articles of Incorporation for such Corporation:

ARTICLE I.

The name of the Corporation is: NATIONAL PUBLIC RADIO, INC.

ARTICLE II.

The period of duration of the Corporation is perpetual.

ARTICLE III.

The purposes for which the Corporation is organized are:

1. To propose, plan and develop, to acquire, purchase and lease, to prepare, produce and record, and to distribute; license and otherwise make available radio programs to be broadcast over noncommercial educational radio broadcast stations, networks and systems;

2. To engage in research study activities with respect to noncommercial educational radio programming and broadcasting;

3. To lease, purchase, acquire and own, to order, have, use and contract for, and to otherwise obtain, arrange for and provide technical equipment and facilities for the production, recording and distribution of radio programs for broadcast over noncommercial educational radio stations, networks and systems.

4. To establish and maintain one or more service or services for the production, duplication, promotion and circulation of radio programs on tape, cassettes, records or any other means or mechanism suitable for noncommercial educational transmission and broadcast thereof.

5. To cooperate and participate with foreign broadcasting systems and networks in all aspects of international radio programming and broadcasting;

6. To develop, prepare and publish information, data, reports and other materials in support of or relating to noncommercial educational radio programming and broadcasting.

7. To otherwise forward and advance the development, production, distribution and use of noncommercial educational radio programs, materials and services, and to assist and support noncommercial educational radio broadcasting pursuant to the Public Broadcasting Act of 1967, as it may from time to time be amended.

ARTICLE IV.

For the accomplishment of its foregoing purposes, the Corporation shall have the following powers:

1. To have perpetual succession by its corporate name;

2. To sue and be sued, complain and defend, in its corporate name;

3. To have a corporate seal which may be altered at pleasure and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced;

4. To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with, real or personal property, or any interest therein, wherever situated;

5. To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets;

6. To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, whether for profit or not for profit, associations, partnerships, or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district, or municipality or of any instrumentality thereof;

7. To make contracts and incur liabilities, borrow money at such rates of interest as the Corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income.

8. To lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested;

9. To conduct its affairs, carry on its operations, hold property, and have offices and exercise its powers in any part of the world;

10. To elect or appoint officers and agents of the Corporation, and define their duties and fix their compensation;

11. To make and alter By-laws, not inconsistent with its Articles of Incorporation, or with applicable law, for the administration and regulation of the affairs of the corporation;

12. To make donations for the public welfare or for charitable, scientific, literary or educational purposes, or for other purposes for which the Corporation is organized;

13. To indemnify any director or officer or former director or officer of the Corporation, or any person who may have served at its request as a director or officer of another corporation, whether for profit or not for profit, against expenses actually and necessarily incurred by him in connection with the defense of any action, suit, or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. Such indemnification shall not be deemed exclusive of any rights to which such director or officer may be entitled, under any by-law, agreement, vote of board of directors or members, or otherwise;

14. To cease its corporate activities and surrender its corporate franchise; and

15. To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the Corporation is organized.

ARTICLE V.

The Corporation shall have members who shall be eligible to vote as provided in the By-laws of the Corporation. The classes of members, the manner of election or appointment and the qualifications and rights of the members of each class shall be set forth in the By-laws of the Corporation.

ARTICLE VI.

The directors of the Corporation shall be elected or appointed in the manner provided for in the By-laws of the Corporation.

ARTICLE VII.

1. The affairs of the Corporation shall be conducted as provided for in the By-laws of the Corporation.

2. The Corporation is organized exclusively for charitable, educational, scientific and literary purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). The Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). Except as may be specifically authorized under the Internal Revenue Code of 1954, as amended from time to time, no substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Corporation shall not participate in, or intervene in any political campaign on behalf of any candidate for public office. In the event of dissolution or final liquidation of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation in such manners or to such organization or organizations organized and operated exclusively for charitable, educational, literary, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the board of directors shall determine.

ARTICLE VIII.

The address of the Corporation’s initial registered office is:
888 16th Street, N.W.
Washington, D. C. 20006

ARTICLE IX.

The name of the Corporation’s initial registered agent at such address is:
Ralph W. Nicholson
888 16th Street, N.W.
Washington, D. C.

ARTICLE X.

The numbers of directors constituting the Initial Board of Directors is four (4), and the names and addresses of those who are to serve as the Initial Directors until their successors are elected and qualified are:

John P. Witherspoon
6434 Del Cerro Boulevard
San Diego, California

Richard D. Estell
2601 Donna Drive
Williamston, Michigan

Berrard D. Mayes
3006A Sacramento Street
San Francisco, California

Ralph W. Nicholson
15 Fourth Street, S.E.
Washington, D. C.

ARTICLE XI.

The name and address of each Incorporator is:

[same four names and addresses above]

WHEREFORE, we the undersigned Incorporators, hereto affix our signatures:
John P. Witherspoon
Richard D. Estell
Bernard D. Mayes
Ralph W. Nicholson

Source: scanned from a document supplied by NPR.

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