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Making a Difference Fund, Inc. incorporation papers
October 27, 2010




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Making A Difference Fund, Inc.

To: Department of Consumer and Regulatory Affairs
Corporations Division
Washington, D.C. 20001

We, the undersigned natural persons of the age of eighteen years or more, acting as incorporators of a corporation adopt the following Articles of Incorporation for such corporation pursuant to the District of Columbia Nonprofit Corporation Act.

FIRST: The name of the corporation (hereinafter "Corporation") is:

Making a Difference Fund, Inc.

SECOND: The period of duration is perpetual.

THIRD: The purpose or purposes for which the Corporation is formed are:

A. To promote the government, social, cultural, economic, educational and welfare interest of the citizens and government of the District of Columbia;

B. To act and operate exclusively as a nonprofit corporation pursuant to the laws of the District of Columbia;

C. To act and operate as a conduit to support, promote and supplement the work of the government of the District of Columbia its officeholders, employees and citizens in furthering the interest of the District of Columbia; (e) To market and promote the arts, humanity and cultural advantages of the District of Columbia;

D. To sponsor entertainment, festivals, celebrations and commemorative activities in the interest of the citizens of the District of Columbia;

E. To engage in any and all activities and pursuits, and to support or assist such other organizations, as may be reasonably related to the foregoing and following purposes;

F. To make or accept grants, carry on programs and activities, and sponsor projects in order to promote and support the objectives aforesaid; and

G. To solicit and receive contributions, make contracts, invest corporate funds, spend corporate funds for corporate purposes, and engage in any activity in furtherance of, incidental to, or connected with any of the other purposes;

H. Further, the corporation may engage in other activities designed or intended to accomplish its purpose. To these ends, the corporation may do and engage in any and all lawful activities that are substantially similar to the foregoing which may be incidental or reasonably necessary to achieving its purpose, and it shall have and may exercise all other powers and authority now or hereafter conferred upon nonprofit organizations in the District of Columbia in furtherance of the foregoing stated purpose.

FOURTH: The corporation will not have voting members and shall not issue capital stock. The qualifications for members are provided in the Bylaws.

FIFTH: The affairs of the corporation shall be governed by a Board of Directors, whose number shall not be less than three. The manner of election or appointment of the directors shall be provided in the Bylaws of the corporation.

SIXTH: Provisions for the regulation of the internal affairs of the corporation, including provisions for distribution of assets on dissolution or final liquidation, and for limiting, defining, and regulating the powers of the corporation are as follows:

A. No part of the assets or any net earnings of the corporation shall inure to the benefit of, or be distributed to, any officer or director of the corporation, or any other private person except as reasonable compensation for services performed or to make payments or distributions in furtherance of the purpose of the corporation set forth in Article THIRD.

B. Notwithstanding any other provision of these Articles, the corporation shall not conduct any activities not permitted to be carried on by a corporation qualifying for exemption from federal income tax as an organization described by Section 501(c)(4) of the Internal Revenue Code of 1986, or the corresponding section of any future United States Internal Revenue Law.

C. Upon the dissolution or final liquidation of the corporation, the Board of Directors shall, after paying or making provision for paying all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purpose of the corporation, to the government of the District of Columbia or to such organization or organizations that are themselves at that time exempt from federal income taxation as organizations described the Internal Revenue Code of 1986 or the corresponding section of any future United States Internal Revenue Law, as the Board of Directors shall determine.

SEVENTH: The address of the initial registered office of the corporation is 1607 Evarts ST, NE, Washington, DC 20018. The name of the initial registered agent at such address is Victor Fenwick.

EIGHTH: The number of directors constituting the initial Board of Directors is three (3). The names and addresses of the persons who are to serve as the initial directors until the first annual meeting or until their successors are elected and qualify are:

Name  Address
Victor Fenwick 1607 Evarts ST NE Washington, DC 20018
Dawn Cromer 3330 Denver ST SE Washington, DC 20020
Aura Garcia 4201 Mass Ave NW Washington, DC 20016

NINTH: The name and address of each incorporator is: 

Name  Address
Victor Fenwick 1607 Evarts ST NE Washington, DC 20018
Dawn Cromer 3330 Denver ST SE Washington, DC 20020
Aura Garcia 4201 Mass Ave NW Washington, DC 20016

TENTH: The Bylaws may provide for indemnification of directors, officers, and others.

Dated: O ctober 27, 2010

Victor Fenwick                                                                   October 27, 2010

Dawn Cromer                                                                     October 27, 2010

Aura Garcia                                                                         October 27, 2010

District of Columbia   )

On this day appeared before me Victor Fenwick, Dawn Cromer, and Aura Garcia to me known to be the individual(s) described in and who executed the within and foregoing instrument, and acknowledged that he/she/they signed the same as his/her/their free and voluntary act and deed, for the uses and purposes therein mentioned.

Given under my hand and seal of office this 27th day of October 2010

Vernestine Laughinghouse
Notary Public, District of Columbia
My Commission Expires 1/31/2015



THIS IS TO CERTIFY that all applicable provisions of the District of Columbia NonProfit Corporation Act have been complied with and accordingly, this CERTIFICATE OF INCORPORATION is hereby issued to:


IN WITNESS WHEREOF I have hereunto set my hand and caused the seal of this office to be affixed as of the 29th day of October, 2010 .


Business and Professional Licensing Administration
Superintendent of Corporations 
Corporations Division

Adrian M. Fenty 

District of Columbia Government
Corporations Division
PO Box 92300
Washington DC 20090

RA-1. Registered Agent Written Consent

Use this form to appoint a Registered Agent for an entity. Choose Option A or B, but not both. There is no filing fee for this form. 

Under DC Official Code (DCOC) Titles 29 and 41, a Registered Agent (RA) must be:

1 - A bona fide resident of the District of Columbia (DC),
2 - A for-profit corporation, authorized to conduct business in the District by the virtue of certificate of incorporation or certificate of authority,
3 - Another non-profit corporation, authorized to conduct business in the District by the virtue of certificate of incorporation / authority.

Entities may not act as their own RAs.
Limited Liability Companies (LLCs) and Limited Liability Partnerships (LLPs) and Limited Partnerships (LPs) may not act as RAs.
Registered Agent Address may never be outside the District of Columbia. Address must be physical street address, never a PO Box.

A. By a District Of Columbia resident: I, a bona fide District resident, consent to act as a RA for the entity below.

Name of Resident
Victor Fenwick
Address of Resident
1607 Evarts ST NE
Washington, DC 20018
Entity Name 
Making a Difference Fund, Inc.
Victor Z. Fenwick

If you sign this form, you agree that you understand that anyone who makes a false statement anywhere on it can be punished by criminal penalties of a fine up to $1000, imprisonment up to 180 days, or both, under DCOC § 22-2405.

Mail all forms and required payment to:
Department of Consumer and Regulatory Affairs Corporations Division
PO Box 92300
Washington, DC 20090
Phone: (202) 442-4400
Please check dcra.dc.gov to view organizations required to register, to search business names, to get step-by-step guidelines to register an organization, to search registered organizations, and to download forms and documents. Just click on "Corporate Registrations."


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