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I hereby associate to form a nonstock corporation the provisions of
Chapter 2, Title 13.1 of the 1950 Code of Virginia, as amended, and to that end set forth
the following:
The name of this Corporation shall be WORLD ORGANIZATION OF DREDGING ASSOCIATIONS.
The purposes for which this Corporation is formed are:
(a) To coordinate relations with the various Dredging Associations
throughout the world.
(b) To coordinate the presentation of technical papers at the World Dredging
Conferences through the International Technical Paper Committee of this Organization.
(c) To compile, present and publish technical papers for the advancement
of dredging technology, including the design and construction of dredges and the
techniques and systems used in dredging operations.
(d) The general purposes and powers are:
To participate in the World Dredging Conference through which will be offered to its
members the opportunity to compile and present technical papers, and also provide a forum
for communication among dredging and allied industry representatives.
To encourage harmony and cooperation among its members, and to promote a friendly and
enlarged intercourse among technical societies and other organizations and associations
interested in dredging operations.
To carry on educational work by collecting and disseminating among its
members useful data and information relating to dredging operations.
To make people aware of the importance of dredging and its objectives and the basic
fundamentals involved in this essential construction activity.
To improve the professional statute of the dredging industry throughout the world.
To emphasize the importance of understanding and the development of solutions for
programs related to the protection and enhancement of the marine environment.
To recognize outstanding engineering and operational achievements by individuals and
organizations.
To encourage colleges and universities to initiate courses and
programs to prepare students for employment in the dredging, navigation and marine
construction fields.
To disseminate information on legislative matters which relate to or
impact on dredging, navigation and marine construction activities.
To afford means of cooperating and complying with the rules and regulations issued by
the local, state, federal and international agencies, and with any other organizations or
bodies with whom this Corporation may have a community of interest.
To conduct activities with others as a partner, joint venturer, or in any other legal
capacity authorized by law, in any transaction permitted under the law applicable to
nonprofit corporations.
To employ all the necessary means and agencies to carry out the foregoing purposes,
including the power to borrow or raise money for said purposes.
To buy, lease, rent or otherwise acquire, hold or use, rent, mortgage or hypothecate,
exchange, sell or otherwise dispose of, real and personal property of any kind and
character.
To borrow or raise money and to solicit, receive and accept for
the purposes of the Corporation, donations, gifts, devises and bequests of money and
property of any kind.
To enter into, make, perform and carry out contracts and engagements of every nature
and kind with any person, firm, corporation or association calculated to carry out the
objects and purposes of this Corporation.
To do all and everything necessary, suitable and proper for the accomplishment of any
of the purposes or the attainment of any of the objects or the furtherance of any of the
powers hereinbefore set forth, either alone or in association with other corporations,
firms or individuals, and to do every other act or acts, thing or things incidental or
appurtenant to or growing out of or connected with the aforesaid activities or powers or
any part , or parts thereof, provided the same be not inconsistent with the Virginia
Nonstock Corporation Act under which this Corporation is organized; provided, however,
that nothing herein shall be construed to authorize the Corporation to engage in any act
or acts to any substantial degree that are not in furtherance of the specific and primary
purposes of this Corporation hereinbefore recited.
To conduct and carry on the said activities or any part thereof, and to have one or
more offices and to exercise any or all of its corporate powers and rights as a
corporation.
That anything to the contrary notwithstanding, this Corporation does not contemplate
pecuniary gain or profit to the members thereof, or financial benefit, directly or
indirectly, to any of its individual members, and that the funds of the Corporation,
whether received by gift or otherwise, and regardless of the source thereof, shall be used
exclusively for the purposes for which the Corporation is organized as the Board of
Directors, from time to time, may determine.
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| 3. Such individuals, corporations,
partnerships or associations, without limit as to number, who are interested in the
objectives and purposes of the Corporation may be elected members from time to time by
majority vote of the then members. The initial Board of Directors shall constitute the
initial membership. There shall be one class of members but different classes of members
may be established by amendment of these Articles of Incorporation. Members shall be
entitled to vote at meetings either in person or by proxy appointed by instrument in
writing subscribed by the member or his duly authorized attorney. Each member shall be
entitled to one (1) vote.
4. This Corporation is one which does not contemplate pecuniary gain or profit to the
members thereof, and it is organized solely for nonprofit purposes and upon dissolution of
the Corporation any assets remaining after payment of all debts and obligations shall be
transferred or conveyed to one or more domestic or foreign corporations, societies or
organizations engaged in activities substantially similar to those of this Corporation.
5. The address of the Corporation's initial registered office is 10505 Jones Street,
Fairfax, Virginia 22030 and the name of the city in which it is located is Fairfax City.
The name of the Corporation's initial registered agent at that address is James B.
Pittleman who is a resident of Virginia and a member of the Virginia Bar.
6. The names of the persons constituting the initial Board of Directors are as follows:
Professor ir Jan de Koning; Mr. Carl Hakenjos; Ober-Ing. K. R. Brösskamp; Mr. Herbert P.
Buré; Mr. Lou P. Mathews; Mr. A. L. Brink.
Date: 9th of November 1981
Signed: Thomas J Shaughnessy, Incorporator |
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