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INCOSE Foundation Articles of Incorporation


The name of the corporation (the "Corporation") is INCOSE Foundation.

ARTICLE II - Duration

The Corporation has perpetual existence.         


The purpose or purposes for which the Corporation, a nonprofit charitable organization, is organized are:

  1. Engage in educational and scientific activities related to systems engineering and related disciplines;
  2. exclusively for educational and scientific 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 1986 (the "Code"), as amended, or the corresponding section of any future federal tax code.
  3. To engage in any other lawful business activity whatsoever which may hereafter from time to time be authorized by the Board of Directors; provided, however, that the purposes for which the Corporation is formed shall at all times comply with Section 501(c)(3) of the Code.


The Corporation shall have the power to take any lawful action necessary, appropriate or desirable to carry out its purposes consistent with the Washington Nonprofit Corporation Act, Chapter 24.03 RCW (the "Act") and Sections 501(c)(3) and 170(c)(2) of the Code.

ARTICLE V - Prohibited Activities

  1. No substantial part of the activities of this Corporation shall be devoted to attempting to influence legislation by propaganda or otherwise, and the Corporation shall not participate, or intervene, directly or indirectly (including the publication or distribution of statements), in any political campaign on behalf of or in opposition to any candidate for public office.
  2. Notwithstanding any other provision of these articles, 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 Code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Code.

ARTICLE VI - Registered Office

The name and address of the registered office of the Corporation is:

Shirley Bishop
Suite 205
2150 N 107th Street
Seattle, WA 98133

ARTICLE VII - Incorporator

The name and address of the incorporator are:

Shirley Bishop
Suite 205
2150 N 107th Street
Seattle, WA 98133

ARTICLE VIII - Directors

The Corporation shall have three (3) initial directors, whose names and addresses are:

Name   Address
Heinz Stoewer   INCOSE – Suite 205
2150 North 107th Street
Seattle WA 98133-9009
William M. Ewald   INCOSE – Suite 205
2150 North 107th Street
Seattle WA 98133-9009
William D. Miller   INCOSE – Suite 205
2150 North 107th Street
Seattle WA 98133-9009

The initial directors shall serve until the first annual meeting of the Board and until their successors are elected and qualified.

ARTICLE IX - Members

The Corporation shall have no members.

ARTICLE X - Limitation on Liability of Directors

No director of the Corporation shall be personally liable to the Corporation for monetary damages for his or her conduct as a director, which conduct takes place on or after the date this Article becomes effective, except for (i) acts or omissions that involve intentional misconduct or a knowing violation of law by the director, (ii) voting or assenting to distributions by the Corporation in violation of these Articles, or (iii) any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled.  If, after this Article becomes effective, the Washington Nonprofit Corporation Act (Title 24 RCW) is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be deemed eliminated or limited to the fullest extent permitted by the Washington Nonprofit Corporation Act, as so amended.  Any amendment to or repeal of this Article shall not adversely affect any right or protection of a director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.  This provision shall not eliminate or limit the liability of a director for any act or omission occurring prior to the date this Article becomes effective.

ARTICLE XI - Distribution of Earnings

No part of the net earnings of the Corporation shall inure in whole or in part to the benefit of or be distributable to any officer, director, trustee or other individual having a personal or private interest in the activities of the Corporation except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered, make reimbursement for reasonable expenses incurred in its behalf, and to make payments and distributions in furtherance of the purposes stated in Article III hereof.

ARTICLE XII - Distribution upon Dissolution

Upon the dissolution of the Corporation, all of its assets remaining after payment of creditors shall be distributed to an organization or organizations selected by the Board of Directors, provided that such organization or organizations are qualified as exempt from taxation under the provisions of Sections 501(a) and 501(c)(3) of the Code.  In no event shall any of the corporation's assets be distributed to the officers or directors of the Corporation.

ARTICLE XIII - Amendment of Articles

The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on directors are subject to this reserved power.

DATED:  May 13, 2004


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Content Owner: INCOSE Foundation | Last Updated: 18 Nov 2005
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