Program on Social & Organizational Victoria Square George Mason University Fairfax, Virginia 22030 Learning RECEIVED September 14, 1992 commissioner of the Room 210, City Hall Fairfax, VA 22030 Dear SEP, 2 1992 Revenue Commissioner: Enclosed our application for a City of Fairfax Business Privilege License. The Center for the study of Market Processes is an educational and research center affiliated with George Mason University {GMU), and is listed as such in the GMU Graduate catalog. The leased space also houses the Program on Social and Organizational Learning, an academic unit of the GMU College of Arts and Sciences. The personnel from both the Center and the Program are GMU teaching and research faculty, graduate research assistants, and support staff. The business conducted in the leased space is research and educational in nature. All of our activities are in support of the University. The Center for the study of Market Processes is classified as an exempt organization under section 50l{c) (3) of the Internal Revenue Code. Copies of the Center's tax exempt letter, the Virginia State Corporation Commission Certificate, and the most recent Virginia Corporation annual report are enclosed. If you have any questions or need more information, please contact me at 993-1142. ffryc ( I e~ly, ~'IL...;' Enclosures: cc: Stanley a/s Taylor, GMU i / ....... /,, ~-.· r--___ /. ·ack High, . airman irector, Center for the tudy of Market Processes A , A/ /. APPLICATION FOR CITY ,-.F FAIRFAX \11-.;IONER CC ROOM 210 • CITY HALL. FAIRFAX, PLEASE PRINT OR TYPE EXACTLY APPLICANT'S TRADE NAME, MAILING Center NAME VIRGINIA TELEPHONE INDIVIDUAL IS TO BE ISSUED for the Study of Macket Pcocesses. Inc OF BUSINESS ANNUAL RENEWAL DUE JANUARY DO YOU RENT OR LEASE THESE ONO PREMISES? !:xYES VA 22030-4444 NAME OF) • R,Q, D1cksOIJ7 'l!b.a DicksoR 3976 ADDRESS TOTAL GROSS IN PRECEDING GROSS LESS ALLOWABLE GROSS RECEIPTS IN THE OR PROFESSION Bridge Chain NUMBER 7039931142 Cgmpany Road YA 22030 Fairfax, LICENSE YEAR TOTAL 0 $ YEAR I CURRENT YEAR) NATUREI (SPECIFY FOR MEASURING TAX YEAR AFTER JANUARY DEDUCTIONS BASIS 0 YEAR $ FOR CURRENT BUSINESS O __.4Qlitlol-.,"t4~QJES~,-4i6KS~---- RENT $ _ BEGINNING BUSINESS AFTER JANUARY 1 PRECEDING AND PRIOR TO JANUARY 1 CURRENT YEAR PROBABLE BUSINESS OF BUSINESS TELEPHONE PERIOD) BUSINESS FOR LICENSE MEASURED BY GROSS RECEIPTS APPLICANT IN BUSINESS THROUGHOUT PRECEDING TOTAL GROSS THROUGHOUT PRECEDING YEAR -COR BEGINNING ASSOCIATION Non profit/Ed:ncat1ontResearcb 200 c1TY. STATE AND z1P OF ANNUAL PARTNERSHIPD NATIJRE suite 1 130 DAY GRACE IF YES, FURNISH NAME AND ADDRESS LANDLORD OR LESSOR. AMOUNT CORPORA Tiot«J CITY OF FAIRFAX---------- ]0385 Main street, IN CITY D DATE BEGAN Fairfax, AND ZIP CODE LICENSE (AREA COD._ /031 38!5·7880 Mason tJn1:vecs1ty LOCATION ( PRIVILEGE IF ANY--------------------------- ADDRESsGearg:e CITY, STATE AS LICENSE BUSINESS OF THE REVENU~ 0 0 $ TAX ADJUSTMENTS FOR PREVIOUS YEAR CATTACH SCHEDULE) FOR LICENSES BASED $ $ $ ON Fl.AT RATE: LA TE F.ILING PENAL TY LATE PAYMENT . PENALTY INTEREST TOTAL DUE (MAKE CHECK PAYABLE NOT VALID UNLESS THE ABOVE APPLICATION THE TREASURER OR LICENSES DATE IS HAVING REQUESTED TO SEE INSTRUCTIONS FOR NON· PENALTY PAYMENT DEADLINE. CITY OF FAIRFAX) $ COUNTERSIGNED BEEN FOUND TO ISSUE IN DUE THE ABOVE I FORM. DECLARE THAT THE LICENSE EST OF THE REVENUE OR AUTHORIZED STATEMENTS PLICATION TO THE APPLICANT. COMMISSIONER • ARE AND FIGURES TRUE, FULL SET AND OF REPRESENTATIVE A PENAL TY OF TEN PERCENT WILL BE ADDED TO THE TOT E ASSESSED ON APPLICATIONS FILED AFTER THE EXPIRATION OF THE GRACE PERIOD ALLO FILING. ANY SUCH LATE FILING PENALTY IS SUBJECT TO A MINIMUM OF $10. AN ADDITIONAL PENALTY OF TEN PERCENT OF THE TOTAL TAX AND LATE FILING PENALTY OTHERWISE ASSESSED WILL BE ADDED ON TAXES PAID AFTER THE EXPIRATIONt OF THE GRACE PERIOD ALLOWED FOR TIMELY PAYMENT. ANY SUCH LATE PAYMENT PENALTY IS SUBJECT TO A MINIMUM OF $10. REMEMBER! IF YOU CANNOT PAY TIMELY, AT LEAST FILE TIMELY, AND THEREBY SAVE YOURSELF AN UN· NECESSARY SUBSTANTIAL PENAL TY. FOR MAXIMUM SAVINGS, FILE YOUR APPLICATION AND PAY YOUR TAX --TIMELY. FINALLY, ON ALL TAXES AND APPLICABLE PENALTIES NOT PAID BY THE EXPIRATION OF THE GRACE PERIOD ALLOWED, INTEREST WILL BE ADDED AT A RATE ESTABLISHED PURSUANT TO SECTION 6621 OF INTERNAL REVENUE CODE OF 1954, AS AMENDED FROM THE FIRST DAY OF THE MONTH FOLLOWING THE EXPIRATION OF THE ALLOWED GRACE PERIOD UNTIL PAID. THE FILING DATE ON MAILED APPLICATIONS WILL BE THE POSTMARK THEREON. APPLICATIONS FOR LICENSE AND THE TAXES THEREON ARE DUE ON THE FIRST DAY OF THE CALENDAR YEAR OR OF BEGINNING BUSINESS, WHICHEVER APPLIES. AND A GRACE PERIOD OF THIRTY DAYS FOLLOWING THE DUE DATE IS ALLOWED FOR FILING AND PAYMENT WITHOUT PENALTY. RETURN ORIGINAL ONLY · KEEP CARBON COPY FOR YOUR RECORDS. GeorgeMasonUniversity Foundation,Inc. Fairfax,Virginia22030-4444 VOUCHER Submit completed vouchers to: Office of Business and Information, Mason Hall. 0201. Please enter only one payee per voucher. Check one: ~Program Operations ACCOUNT NAME L- D Honorarium/Stipend PAYEE (Name and Address) R J L Property roni-t:>r c/o -F,..,...+-'h"" ~t-.nnv D Scholarship/ Award Dickson 3976 nF Chain Fairfax, M::a l"'lrt:>i- REASON FOR REQUEST · (Please attach original invoices or receipts.) Management Company Bridge VA Rent for A copy Road 22030 the of month the lease of is October on file AMOUNT 1992. with the GMO Foundation. $3374.89 $3374.89 Dl"'nr,oc,c,oc, ~ It is certified that this is a duly constituted and authorized transaction and that the payment made is not a wages or salary payment to an individual. Voucher# .. Date: n,.. ...r,hc.r \ 1 1. , QQ? ,;/ &L l~J!i< 1,;g;7·J'?figh, i \ Project o;"""" ,. FOR TREASURER'S USE.ONLY Director GFUN RFUN Date Acct# Vice President, George Mason University and Executive Director, George Mason University Foundation, Inc. (signature) Ch.# GFHO RFHO RFAW , . OFFICE: 273-1714 RES: 703-34.7- THE DICKSON COMPANY 3976 CHAIN BRIDGE ROAD FAIRFAX, VIRGINIA 22030 20 August 1992 .• To Jack From High R. O. Dickson . Subj 10385 r?.ING RECEIPTS F OR M~~URING ADJUSTMENTS FOR FOR LICENSES BAS! LATE FILING LATE PAYMENT !nr~ P,\'r-iTN~·RSiilP O DATE BUSINESS BEGAN IN THE. OF FAIRFAX--~--- '01fPR6FESSION ~it/Ed1icaff~ri/Rese~rcb ····· .... .,.. .. . . .. ·:,-.?: ·, ··.·. 200 Oi' BUSINESS :T~;;~:~N~ : ·:\·.·;:-. .. · :.( ; .. !·\: ~b~203~-o~-• .. . ; :'; ·.:· .,: .f·.-::;·,, .:.:'_.· I• r:~\..:.;i..,. _ :~· ·..·,"':~ ·:; ; ~ . ·.~· ·,·: YEAR> :: $. TAX Pl~EY,IOUS YEAR ASSOCIATJQt,/Gl .·. .,.:"' ... Yl:'.AR - 0_______ $ ____ CORP0RATIO~· ·, PROBABLE GRc;>S:9 FOR CUf;:RENT YE:AR BUSINESS AFTER ·.JANUARY 1 CUR~ENT -(OR BEGINN°ING CF.:DUCl"IONS ISPE:CIFY NATURE>., LESS ALLOWABLE GROSS ,:)N"°1v[o9A~O ·.. :_\_·Y __ .·_ _.__ __ _.__=-:-""-'--= ... 4,.,,Q,..,.4-9-S-.-.,6,.,8>----~-- YEAR 3as-7000 . . . . ·::::;:~-,~i~~~S~~i~;:. ·_· _: ..... ·. _. J;:p~,:·F~i,rf~; 111,, 1 PRECEDING BUSINE SS AFTER JANUARY TO JAN U~.R'f 1 CU.RRENT YEAR IN ~- . _;.-;. PERIOD)' :ffifil?_ay GROSS ·, ·.· :~ATURE' Main street, GROSS RECEIPTS ' ; FOR LICENSE MEA:3l PR~CEDIN~_YEAR" APPLICANT IN BUSJ NESS THR8UGHOUT YEAR TOTAL GROSS THRO UGHOUT PRECEDING TOTAL . CITY BUSINESS 1<'.Els!TS __ . . -t'Ji:k;lio~E ·:··''./'<•-_: ~i( 'fC..:t; ANO.. {1~0Rd; ARE: .,.iRvE; :A~1)~~iE( ·~t;'\ . i : ',:"'DATE •. }~:: ·,.. ··.!.: ......:·.· ·.:·,..,·;.. _·~··: ANY _ i:t ,ON'.:~pr:>L1.cAt1b"N:$;: SUCH LA;re:: FILi.Nc;; .·· } I· .'/i> '.\. 1 ~~{k'JH.l~:~1~1~,t~fioi-t~i}~~;E: ::-:::1 .!i'.'.(.:;:>::_ ..... ~:~~~G·t>~~~OADLtLLftf$jgf: LA~~:PAYMENT 1 ru;;>JAN\~~~~it4\vT PENALJ":Y w19. . 1 f~.:~L.!,'$J~$:T,·TP·1~:1N}!".1\J~;,9f: :.: ~~~v.M~],:~Gt~,\=fJ;r~c;;~~Atf ~1~J>~!!W~P,_~~lt,~, i :· 'lEAigu;;:f~6,$~t~f,?- i ON ALL TAXE~ AND A~PLICABL~ INTEREST WILL BE ~ODED :'.,,·· Ai•. .~EN~L.,.IES A RAH: THE FILING DATE ON MAIUfD APPLIC~TIONS THEREON >\RE DUE ON THE FIRS"T ~y OF GRACE PERIOD oi= THIRTY DAYS FOLliOWING ORIGINAL · ·. ·: ,···: ·,,. '·:. · · .·:-,·. ,,,,: ~cit PA1b)3.'r'. '-rHf.'.e:XR{J;..-fio~ .QF TH~ ;~\iibt ;#Eij}qr;:( ~~T,~~l;,ISHEC> :~~;~~~ ~~~~Eo:Ei~16i/JN'i:~t,A~~~ FROM THE' FiRST RFTURN THE .>\F"F'LICATION REPRE;·tNTAtiY~ ~>NT~~x:~Ri~tT ANY THAT 'io~'fi-to~ THI~ :FORM. .,·;.~ ../:·.\~/:~{j~.. ,. ;•..-··· ;_ I .: -. ·:,~l<;;~T.U,~~··Of Af'~~Li~:;~T.'_. . ' ··'. . ·. -~ ·-:<~:{ ~ . ···:)":~' :~... -~./. ·..~·'...·':·::.,:':; ; ·,:.,.. . . AD,DED', :,-9 -r:ti~;;;l"Q;it,,1.:.-J'ii PT.Hi;;'R-W.l}~g; .:~§i:~ES$ED bR AUTKOR(ZED ::N:~~o T1MELY Fl NALL~ALLOWED, IN DUE KNOWLf+GE i>F THE REVENUE A PENAL TY oF TEN Pf8~ENT FILED AFTER THE IEX·P!RATION PENALTYJSSUBJECTTOAMIN1Ml,JMOF$10 0 1 TIMELY FOUNO __ APPLICANT. COMMlSSIQ!;E'< ~~strs°~6 0:rtt COUNTERSIGNED :-~~.RSU(\~TiT.9 ;;~~to-~:T~{ MO~~-~i ~l;,C''l"lpN 662)f0.fi, ~()~~FtY>IG ?I~ l'.N,TERNA!:):·• E?•r1t"T1!~;FOR "·LJCEN!;;Ei,Jf-NJ,. T,i;IE,( T~XES THI:: CAL,END,A~. :,'_tARi(;>,R O_F,:' .. !:!1::G}NNI_Nc;; ,B,~SlNE_SS,f,W.HICHEVi::R;\•APP,Ll~S. AN __D A THE DUE DATE IS ALLOWED .F'OR FILING ANO .PAYIAENT WITH OU 1. PENAL TY. ,. ONLY · KEEP CARBON COPY FOR YOUR RECORDS. MEMORANDUM OF UNDERSTANDING between Mason University and the study of Market George The Center for March 31, 1992 statement of Purpose. George Mason University and the Center for the Study of Market Processes share a commitment to scholarship across disciplines. We believe that education should impart broad vision as well as technical expertise. We believe that research should help to solve the pressing problems of the community of which the University is a part. To larger foster these aims, George Mason University and the Center for the Study of Market Processes agree to establish an interdisciplinary academic unit within the College of Arts and Sciences at George Mason University. Organization. The Center will become an academic unit reporting to the Dean of the College of Arts and Sciences. The new academic unit will consist of at least eight regular faculty members drawn from different disciplines. Four of these faculty will come from the existing faculty of George Mason, and four will be additions to the faculty. New faculty will be appointed to the unit either with tenure, or in tenuretrack positions. Temporary faculty will also affiliate with the unit, the number to be determined jointly by the College and the unit. All faculty of the academic unit will carry out the teaching, research, and service obligations expected of a member of George Mason's faculty. The academic other support mission. unit will personnel also consist appropriate of to secretarial carrying out and its - The academic unit, hereafter referred to as Market Processes, will also consist of students, both graduate and undergraduate, who are dedicated to pursuing the study of society as a humane discipline. MEMORANDUM OF UNr~TJ_ST 1ING March 31, 1992 Space and Location. Market Processes will be located on or near the campus of George Mason University in Fairfax, Virginia. Sufficient space, as described below, will be provided to enable Market Processes to carry on its educational and research activities. Financial support. The financial resources necessary to carry out Market Processes' mission will be provided jointly by Market Processes and the University. The University will continue to pay the salaries of existing University faculty who become a part of Market Processes. Market Processes will be authorized to hire two new tenured or tenure-track positions, subject to the review and approval of the administration, for the fall of 1992. The salaries of these faculty will be shared equally between the University and Market Processes for the 1992-93 and 1993-94 academic years. In 1993, Market Processes will be authorized to hire two more tenured or tenure-track faculty members, whose salaries will be shared equally for the 1993-94 academic year. After 1994, the University will assume full responsibility for faculty salaries. Beginning in June 1992, George Mason University will provide space for Market Processes to carry on its educational and research activities. This will include approximately six faculty offices, a reception area, two administrative offices, and desk space for twelve students, for a total of about 2500 square feet. adj-acent space approximately Market Processes will rent equal to the space provided by the University. Beginning in August, 1993 the University will also assume financial responsibility for a full-time secretary for Market Processes, and for other-thanpersonnel expenses. Market Processes will also provide funds to help administer Market Processes. At a minimum Market Processes will pay for a full time office manager and for a Market Processes director. The University's commitment to the interdisciplinary academic unit and to new faculty for 1992 will take effect immediately. Future commitment of resources to Market Processes will be contingent upon Market Process~s raising a total of $1 million dollars in outside funding, to be donated and administered over a three year period. The donation and administration of these funds will be contingent upon the University's fulfilling its commitment to faculty lines, space, staff, and other-than-personnel expenses. -2- MEMORANDUM OF UNDERST/ ING March 31, 1992 Market Processes' outside funding will be dedicated, in addition to the above mentioned items, to financing for student fellowships, assistantships, and scholarships. Market Processes will also provide research funds for Market Processes faculty and other qualified participants. Market Processes will also raise funds to sponsor conferences, to bring visiting scholars to campus, and to engage in other activities that will expand our knowledge and enhance the reputations of the University, the College of Arts and Science, and Market Processes. After the initial three year period, we are confident that the research and educational results of Market Processes will attract increased support from businesses and foundations. Signed: Date Jack High, Center for Director the Study of Market Processes Date b2- -+[I David Potter, Dean College of Arts and Sciences George Mason University i I \_ (/~ .! 1 i," . !;~Ob.. : [/ Date L.f/7/'"'7 I/ I 1, L- Clara Date George George Jo son, President Mason University -3- ~-% - 92- OFFICE BUILDING LEASE THIS LEASE made this {e+h _day of AL'f:(L~.,f-- , 199 Z by and between (hereinafter £R- T~~ s~.JIJ~ (hereinafter called called Landlord) & ~,.e.e_. Tenant). Cf=" ff)Af2.t e T ?e.oee ~J~) and insurance as will under NL~A1..::================ Utilities,~ • ------· Yearly First will 4 months before agreement. of Year: Rate: S ~;oe:2,,60 Monthly Rate: 4~4~Zf';. .ass.Ce% $:~ • Second Year:_.z--------~--------------'---------------------Third Year: l The security execution ~< deposit of this and the first agreement months rent and all rent are payable installments on the are payable _in advance on the ~.cf-th day of each for the next months rent and for every month thereafter during of Landlord designate and without ~erein designed in a notice any setoff this Lease begins rent from such other (or at such other to Tenant), without or deduction on a date until the term hereof other the prior whatsoever. than first 3 place the first day of the at the office as Landlord may demand therefore If the term of day of a month, following month shall be prorated nonthly rental Tenant payments at the rate for each day, payable hereby recognizes are not received and additional expense or other days may be rental. Landlord made pursuant may require if rental suffer therefore damages agrees that if not paid within Lease, by Landlord rental as ten (10) additional payments or other payments check or cashier'~ Ct~ ~\ 4. SECURITYD~o'l.flr. · !3 574J¥/ ) is herewith default to the as security of its toward repair expiration to use thereof The security hereof equivalent or for Landlord. of its deposit, deposit pursuant shall deposit five thereof deposit of shall wear and tear, or indebtedness ( 5) days after the not be in default Landlord shall remaining to the provisions not bear interest to be performance said liabilities hereunder, 4 3,-5-,4.,,u" In the.event than fair Tenant shall or the portion by Landlord Lease. by Tenant, Within obligations said and faithful this other to~~·~ in the amount of $ · ¥:68·•,2:.. of damage, other of the Ter111, provided the performance security the under terms Demised Premises Tenant rent for the full obligations of any of the be applied deposit made by Tenant with the Landlord, held by ~andlord by Tenant ~~ecurity ~.:z..., one months amount of C~&58. a (SI) of the base monthly rental assessed that of the fixed that will Lease be made by certified to this check. the Landlord and Tenant payments due under this from. due date, acknowledges when due, thereby (1/30) in advance. and charge equal to a FIVE percent late of of one-thirtieth of this in return after the article. and may not be applied by Tenant against other any installment or additional to be made under this payment required 5. of rent solely for general/retail use and occupy office purposes_ -============-~N::..!.:IA:::,._-============• and light assembly, and in accordance tal with, regulations. the rights having Tenants, business upon said Building by the state local, for 6. than SERVICES. hereinabove THIS shall -4lhe e&G:t ef all i)a!f wateJ=, . -Bemised 9as·, electrigal Tenant shall provide and interior use with the understanding bulbs. The proper Landlord to supply of low electrical to furnish these fuel pay maintenance electrical the Tenant thereof, to be used purpose, that facilities power for consumption. Failure services 5 not for ('fl\ · for own--acco~.t. its n~ all real 2.i~i~_,...o estate light taxes. bulbs Tenant would install will standard any for the be furnished by Landlord or and\ con£..ume4--!-r.--C'~.t"___s;i,J.:1 including sufficient defined Nor will ir.~di-R9~ut shall routine or established SUPERCEDED BY PARAGRAPH 3 O~ procur• utilities power enacted specified. sball Land.lord Premi£aa. rules hazardous PARAGRAPH IS THIS LEASE AGREEMENT. 'l!&RilRt or annoy them, or with any statutes, or any.part extra with policy governments. unlawful.or governmen- any insurance or subsequently the Demised Premises, other or with to, or interfere or in any way injure or federal any disorderly, any purpose not obstruct or any part thereof, now existing subject zoning and other with them, or regulations use or permit applicable The Tenant will of other or these all or any Lease. USE OF THE DEMISEDPREMISES. Tenant shall the Demised Premises rent office by machines to any extent cessation thereof, resulting render from causes beyond the Landlord liable or property, ~enant, nor shall such events of any term, for any cause or reason use reasonable shall or rent, covenant equipment repair to have no claim for rebate not person an eviction properly, of Tenant or agreement or machinery break from hereof. down, or Landlord the same promptly, of rent in service shall nor relieve cease to function diligence of any interruptions construed be condition, Should any of the building of Landlord, tor damages to either in any respect nor work an abatement fulfillment control shall but Tenant for any damages on account occasioned thereby or resulting therefrom. 7. will keep the order tion UPKEEPOF DEMISEDPREMISES. The Tenant Demised Premises and condition and will, of the Term hereof, good order and the at the expiration surrender and condition of fire gence of the Tenant, . 8. installations, and deliver as the commencement of the Term hereof, by the elements ordinary in good or other he termina- up the same in like be at the and damage not due to the negli- excepted. ALTERATIONS. Tenant changes, will not replacements, to or improvements, (whether rr I.) thereat, 6 or improvement infl\ without the prior ,u ~ 1 M-L TI; ~ fCil-Ji.-lLu IA." , 1u " c--~~ c. i-! )r{L~ A- J:'-Oll C..TI.-LCH/ ,4-#JI. ll £ ~ A ' •1 including with make any alterations, additions or any.part - Demised Premises ~erein wear and tear, casualty 1 'wr it ten consent of the Landlord. fA 11..-r-rno~i 1.» t-co1i.1.s -ro Fklt1-i ·r-.~,t= ~4't uS <:' c ~ All alterations, installations, the that same now is or shall and other or to the Demised Premises additions fixtures agrees ...., changes, wall-to-wall or without the replacements, carpet, prior upon written consent of the Landlord) remain upon the Demised Premises bance, shall, Demised at the molestation or at the election Premises expiration injury. installations, changes, improvements made by the tenant removed upon termination renewal period hereof, to remove the cause surrendered of this Lease the replacements, the same, Tenant hereby sole cost agrees the Landlord may suffer which the Landlord to cause the to or expense reasonable be same to Tenant Landlord may and the Tenant for the reasonable and sustain that of any and expense and should with any and all such removal together elect Demlsec! Premises then and in such event to reimburse the distur- additions agrees same to be removed at the Tenant's hereby with without Landlord upon the Landlord, of this_ Lease or upon termination be removed at the Tenant's fail and be Should alterations, of the cost of damages, by reasons if any, of the failure of the Tenant to remove the sa•e· 9. the MECHANIC'SLIEN. Demised Premises, are materials claimed lien shall within· or the a part, Premises for (10) days said by filing any bond required discharge any rent lien by Tenant, after such discharge payable with mechanic• s · lien, the monthly sole received against Demised done for or such mechanic's cost and expense, written demand to by the payment thereof If the Tenant the Landlord the cost thereof installment 7 of which the to Tenant, from the Landlord, by law. ls filed to have been at its Tenant the same and treat lien property work claimed discharge option, real to have been furnished be discharged ten If any mechanic's of rent shall may, or fail at to its as additional becoming due. Tenant will against indemnify any and all and hold expenses, the Landlord liens, claims which may or might arise or property such alternat.lon, additions harmless written by reason of the making of any or improvements. undertaken approval supervising approval of the engineer, with the provisions All other in Exhibit B shall the Tenant shall of said items of charges to overtime · acts of shall is set and items be subject shall be from the Landlord. work shall not costs and expenses and shall God, governmental restrictions, strikes, labor hereto at the cost and made a part not listed by the Landlord and and installation of a written statement Landlord's require obligation Landlord be subject to to delays judicial disturbances, such be done in accordance· for the purchase of receipt or commenced until and installed 30 days) to the architect shown on the working drawings pay the Landlord (within in shall B attached be purchased Landlord's moratoriums, Tenant work Landlord's not forth of Exhibit being received perform Landlord of all All Tenant work to be performed of and by the Landlord hereof. by the Tenant, and is obtained. the or damages to person 10. PRE....OCCUPANCY TENANTWORK. 'l'he design and installations fron incur due to restrictions, shortage of material and/or supplies, and for any other cause or event beyond Landlord's TENAtJT A&,RE[?=) "THAT T+lE 0~1-v Rc(;U1Refl,1f:'fJT reasonable control . • I~ tHA, 111E "f~ Be. f'Att.JT"E::0 .A-1'..lb. TrlE.. CAIU'e-r .11. SIGNS. Tenam r .LEA f...,l'f='-D.At;'f....sc-rP..'flC ti ~'b i . -rurtner agr~es'"tn·at no s gn, advertiseme or notice outside be inscribed, shall or the inside painted or affixed of the Demised Premises, on any part or Building of the except fl I\ on the directories and doors , ""LLHA~E e''"''-ri<> <''-'-' of offices, and then "-~ ~"'" ,,e-JJ<, .,,_.pRooi,i only in such %f <-Ais>bco~~- (~ size, ·::~lor and style as the La.ndlu,·"- .may have the right Landlord to prohibit Tena11t "J.dich in the Landlord's tion f~:i t.he Building or f tu· ,: i,1ancial, of like shall nature, option or its desirability insurance or other and upon written refrain tends prescribe the safes or other install in machinery load limit That all its weight, that will place per sq. ft. any description by the No freight, will be received Landlord, who shall, damage to or charges remove from the delivered for public into to and position of or any of equipment or to carry. in or removing equipment, be a or due to at the expense bulky matter the Building, not not was designed or other however, will the floor be repaired moving same. area right of any except as approved responsible for Tenant agrees Tenant's promptly merchandise any to there or deposited. 13. ENTRYFOR REPAIRS AND INSPECTION. the Landlord, at all furniture the exceeding office shall Review Board. and Tenant by taking of Tenant's Tenant All signs have fixtures, area which such floor being in the Demised Premises of the Tenant. shall a load upon any floor article for offices Architectural damage done to the Building or any other the reputa- such advertisement. Demised Premises of any from the Landlord, or equipment the and businesses and method of installation heavy fixtures, the to impair institutions FLOOR LOADING. The Landlord 12. that as a building notice from the discontinue approve; any advertisement must be approved by the City of Fairfax safe shall or its reasonable representative, times, to enter without charge 9 Tenant shall permit the Demised Premises, therefore to the Landlord and without inspect diminution as, necessary one hundred or of protect the Landlord, the Demised twenty the (120) days of the term of this Lease. including Demised Premises extended shall coverage, in the Demised Premises extended coverage, maintain.such the term hereby demised. in addition, Tenant Premises, comprehensive throughout shall also public required herein Tenant with insuring additional named insured, or death provided. indicating the of persons, Tenant the with shall companies and its as well as Tenant, deliver certificates shall above-specified commencement of the term of this coverage with and $50,000 f6 / ,\r--- : insurance coverage -,\ . '-\( ' acceptable to the Agent as bodily injury damage as herein of insurance to the Landlord Lease and continuing 10 In to ~he Demised against property shall demised. Managing and against insure and Tenant injury, the shall such be determined insurance, maintain Landlord against damage by fire, respect for personal a company or Landlord, against term hereby liability insure maintain Tenant Tenant, the maintain of $500.000/$1,000,000 damage. with shall a part, in an amount as shall consultation insurance property are and shall property to Premises in any amount Landlord deem adequate, all Landlord deemed during throughout ----limits may be Tenants insurance by the and/or the the same to prospective sole discretion of its to examine, or of which the damage by fire, including by Tenant, INSURANCEANDREAL ESTATE TAXES. Landlor.d Building, in its judgment or to exhibit 14. the the maintain to Building, last in payable the same, and to make such alterations and protect repairs of the rent upon the evidence of such ·.~.o·~~ ...,:age annually. be ~ h .. ~orm reasonably ManaFF"IGI.At- t-{)l expense own cost given beyond the control ~c ,-.J 10 (Z., ~"'i Tenant is obligated the any, the anc! restore from government if conditions opinion be and settlement on construction, repair Landlord's shall that unreasonable anc! fully at of the Landlord, discretion, without may result delays emergency and other in the however, option sole aay be, case adjustment and or such other it's may promptly Due allowance, expense. in sole and restored the Landlord to Landlord, the determines, nay be repaired premises at the foot area however, abatement. destroyed, if In then of the use of the damaged portion of said covering only that based on that foot area however, all shall of the premises rent premises covered In the event the premises by fire destroyed that of the total the required be and it or other shall casualty to commence restoration upon written notice he is able to occupy, by this Lease, there shall days for of same, than either party hereto, may terminate party, be apportioned of said or other casualty. No compensation, be allowed or paid, of inconvenience, will annoyance the necessity or repairing the building of which they or injury Lease, to the date by Landlord, the Demised Premises the or claim, to business, are a part, this and paid shall or rent untenant- ( 90) of the other ninety the rent diminution or totally so as to be entirely in which case fire except, be no rent are substantially more than require to pay rental which the amount of square damages are ~aused by Tenant if Landlord Tenant part portion of abatement. able premises, or by reason arising from or any portion however the necessity of may occur. · 19. . sibility LIABILITY. whatsoever the business shall The Landlord with or property caused by the conduct The Tenant harmless against all of said the Landlord - such claims. or which are or by virtue Demised Premises. and its The Landlord 14 to any person business in said of. The Landlord Demised Premises of the Tenant hold and operation to or injury the and operation to conduct or respon- in the Demised Premises. in or about or property agrees to the for any accident persons of equipment respect to be conducted not be liable assumes no liability shall Managing Agent not be liable for any accident any accident heating, or damage caused by electric or damage which may occur occurring in connection caused by the liable for loss snow, water negligence of or damage to property said Building through other source, including part of other part tenants of the Tenant, Landlord. to save It the is understood Landlord liability neglect in its any part electric under 20. Building harmless and thereof, including systems, the and the that and shall of insurance the Building the Tenants the on the stored from of the loss all of the or of said of the covenants Tenant's or steam, water, or damage to any Landlord named as additional be provided loss, Building and insured with a copy of the so stating. EMINENTDOMAIN. If the whole or substantial containing on the be at the risk shall by reason use of or from any effects upon or about the Demised Premises. insurance by rain, by the negligence injury, be not be of negligence indemnified incurred unless will using or personal is caused Management Agent shall tenants certificate from acts use of the Demised Premises or property Landlords or persons and agreed or expense or other person the loss services, to acts of omissions property of or flow from any part in or about the Building unless damage, of not resulting by Tenant and its or or injury in the roof plumbing but not limited All goods, operation of Tenant cause4 into of the Building therein, of Landlord. or placed any defects the 'l'be Landlord of Landlord. may leak or wire, or any accident with said Building or steam that or present through or plumbing apparatus lighting lights Demised 15 Premises shall part be of the taken or condemned for·public right or quasi-public of eminent domain or private competent author! ty, Landlord and shall Tenant condemnation: therefore are hereby terminate Landlord the and the reasonably withheld) or right of Tenant by operation Premises or any part such shall any purpose other parent consent, have of the Tenant of its Tenant, obligation attempts to assign Landlord shall or that part Lease, have the option or sublet, depend upon whether all Tenant attempted 16 not, without the same to be or sublet be un- the Demised same to ~e-used provided, however, of the Landlord . with sublet a consolidation shall not relieve for that to or the In the event the Tenant of the Demised Premises, of reacquiring option the or allow or a part and Landlord's or to Lease. Demised Premises, taking not but such subletting under this cease consent in connection or sublet of the consent And Lease shall shall or use or permit may without of damages no claim · against of law or otherwise, or subsidiary, to of term of the Lease. than the above specified: tenant the as a result governmental (such this thereof against Tenant of the of any unexpired assign by any to any portion the term of this date written assigned a corporate thereof no claim ASSIGNMENTAND SUBLETTING. Tenant prior assign have right or taking from Landlord's merger in lieu or by by the Tenant to the Landlord. assigned for the value 21. shall and all upon such condemnation condemnation, purchase not have any claim any such and under any statute may be awarded as damages or paid the amount that its use, the Demised Premises, which Tenant in this to assign regard or sublet attempts shall to not the entire Demised Premises or only a part ing said premises, the premises rent the Lease thereon are occupied payments. reacquire sublet If said said at all of Tenant's rent herein specified defined, should herein collect Lease. occur under due to provided Landlord sublessee from such by Tenant -or a release obligations 22. its file assets a voluntary will consent to these and liable terms, benefit petition Premises all rent to any other Ho direct by Landlord due to any sums collection be construed by to constitute performance of rent shall Lease contained option its against from the further Receipt and any part becoming such rent shall with all or may at by law, the as hereinafter in addition hereunder. of from any not be deemed against subletting Lease. shall of creditors, in bankruptcy, 17 for provisions of default", and apply in this the Tenant and for compliance BANKRUPTCY. If the Tenant the the Landlord sublessee of Tenant under this for to of the Demised Premises a waiver of the covenant or a release Tenant Demised of Tenant hereunder. or occupant of the Landlord, from any such sublessee a novation requests or provided such sublease Landlord the the commenced to responsible under while or a new tenant option If an "event sublet, directly Tenant its then obligations as of the time any such subletting, fully of this remedies are reasonable, reacquir- the the if remain covenants are then times other terminate shall does not exercise Notwithstanding payment of the thereof the Landlord premises Upon Landlord's by the Landlord premises, such subletting. shall thereof. make an assignment or if or if the Tenant of shall any involuntary petition in bankruptcy the Tenant thereof, effect at the option as though the date herein hereto, shall given extend administrators, of said into, to shall the are a part, of, be repaired event shall that by the Tenant with falling the caused said be construed that Building all the rights, of fixed remedies and of the parties heirs, and all employees executors, terms as an additional of Tenant breakage done by of Tenant, at the expense of the Tenant. fail so incurred to do so, the then repairs or otherwise) next of this becoming Lease. remedy granted 18 due shall be paid to elect rent or and and any of the Landlord same as additional payable thereafter This provision to the In the Landlord alterations by the Landlord on the part rent or the Building and visitors non-structural to regard installment day herein by moving the property shall with the right due under was the to make such necessary discretion, cease with the same force and respective servants, or cost bankrupt, immediately to the Demised Premises the Tenant charge adjudged be and assigns. (structural, reasonable (30) days Lease. their by the Tenant, have the right replacements in its the or the agents, thirty to or imposed upon either successors in or out Tenant, event is agreed 24. DAMAGE.All injury of which they against Lease shall of the Landlord SUCCESSORS. It liabilities this of the term of this for expiration 23. events instituted within or if the Tenant shall then and in any of said and terminate be same be not dismissed and the of the filing or for receivership Landlord shall and not in limitation of any other rights has or any have in said Landlord and remedies circumstances. 25.INABILITY TO PERFORM.If Landlord is delayed in furnishing furn! shed by Landlord collateral any utility under instrument, delayed or alterations, required to be performed fulfilling any of Landlord's or entitle additional or is Tenant rent, other to no any reason of inconvenience interruption of Tenant's any this such or to pay the rent, as herein provided and perform contained shall the Demised Premises Lease or delay shall or of diminution to rent or under this or its agents by Tenant, or injury or that thereof if the Tenant shall as aforesaid, and/or at additional no demand shall have been made for violate or neglect or fail conditions and agreements of the Tenant to be kept and performed shall in or otherwise. any of the covenants, on the part under this or any delaya~ or is become ~ue and payable the same: or if the Tenant or under in whole or in part, annoyance although or not eviction or any installments same shall whether Lease upon Landlord business or . any :make or is Tenant from any obligations liability be decorations, inability 26.DEFAULTSANDREMEDIES.It is agreed rent or or to Lease perform to fulfill abatement or relieve or impose the time the this obligations or constructive Lease, fail required or improvements, unable instrument, an actual to to or made under instrument, constitute unable additions collateral collateral or service to furnish or making _any installations, in performing repairs, any is unable any a1:ticle is which the become vacant 19 or deserted, to keep herein or if then and in each and every such event from thenceforth, thereafter, at the option possession of Demised Premises terminate, the proceed to recover of said possession of law, any notice by process to remain or of reentry, loss including in such case, acceded Landlord as the under the terms · provided, that summons settlement stituted covenant, herein or by Landlord. shall agreement of this unless damages, by such costs1 And it it shall itself, further (7) days not of Lease shall shall be con- condition of any breach or for Tenant is a seven of any covenant, no waiver and in whole of the hereof, No payment by Tenant defic- which is hereby liability such waiver 20 neverthe-· and discharge, be made, and that No provision in the event of Demised Premises of the Lease. of the same may sustain the said of any breach been waived by Landlord and, power, of the and by process the Tenant full under the provisions contained condition breach thereof. may be, thereof as a waiver agreement reserves of demand of rent fees and court in liquidation case cease reenter to Landlord attorney's right and may forthwith for any and all the and provisions if, the same without to relet of the Tenant, or in part, signed which times to the possession Demised Premises answerable to by the Tenant, the benefit be entitled of law or otherwise, rent Tenant's thereupon or of intention reasonable the shall waived by the Tenant, agrees iency the all of the Demised Premises of quit, being he~eby expressly such reentry shall and to reenter or demand or possession less of the Landlord, and the Landlord the Demised Premises and at or of any any subsequent be deemed to have be in writing, or receipt by Landlord 0 of a lesser amount than stipulated shall earliest monthly deemed to be stipulated the rent any check or any letter and satisfaction, such rent any other than hereto reasonable time, rules or statement and the Landlord and made a part observe set forth hereof and as Landlord in Exhibit such may, and additional from time to adopt. which Landlord All bills, delivered thereof deemed to be the deposited Landlord giving to Tenant, of such time in the mail as herein must be served to Landlord at: if in writing c/ 9 provided. Tha. O,Gk.~ or sent delivered Any notice or certified Ch~'hpet~ ~~ttD by registered of rendition to shall be Tenant or by Tenant to mail addressed CJ.1AHtL R>r::Kk1.e or _f.:Jy PA,2'T"CJf2.QL.L CJ,::tJ 1cro12,AID -GQ VA~!:. 'Tt-\t:- ~A"'-lC..!:;. 2. Srvby- o~ Tt+E: ~?AL.c .A DO I rt Du A-£.. SP/JCE:. ~~ A-~P t.,- ('::. 1<,e.Je~O J==c ~-ST D Pn OU t'5 0~ I ha.. S4.-L.0)1dVavd O 1...J d+..ful~, r.1L, .-. \ ? ' .ilc_,; \ 1f't l· \ 'TEt,.JAlvT ~(28?S A-rL~ Tl-\A-T w IL-L- Dfl- 1,.'\0 \) e TD TH-e. OJZD t!:::,(t;)VA'2 IZ 1=E E"< 0 µ TH-E ~E'-CDJ.JD FL-OO~ A-r A-~ y Tl lll E. , r ~o L',a e~ nu--T -.·He t:5. q',AC€ 4-TL-,46 Neu.; 1e=t-..JA~~(2..E~ DC-C.LL\l,11;'".J Al0D l, W>U..- ~,A'6U~ "T\ /T\LCl2.l"\l1t-,t::. ll M,.;:dsd' 4IJ411,A6C..C" '"t(.' ~.rC7,,' LJUOE-(2. ~TAJ.-JD~ Te~ ~ wt. i-}1.J\ THA-1 CH-tGAlTlZA-'SP.4<.E. ' EXHIBIT A - BUILDINGRULES ANDREGULATIONS 1. The sidewalks, entries, passages, court corridors, and by and of the Tenants, their stairways shall not be obstructed employees or agents, or used by them for purposes other than ingress and egress to and from their respective suites. All safes or other heavy articles shall be carried up or into the premises only at such times and in such manner as shall be prescribed by the Landlord and the Landlord shall in all cases have the right to specify the proper weight and position of any Any damage done to the Building such safe or other heavy article. by taking in or removing any such equipment or from overloading any floor in any way shall be paid by the Tenant. Defacing or injuring in any way any part of the Building by the Tenant, his agent or employees, shall be paid for by the Tenant. 2. Tenant will refer all contractors, contractors' representatives and installation technicians rendering any service on or to the premises for Tenant to Landlord for Landlord's approval and supervision before performance of any contractual service. This provision shall apply to all work performed in the Building, of telephones, telegraph equipment, including· installation electrical devices and attachments and installations of any nature affecting floors, walls, woodwork, trim, windows, ceiling, equipment or any other physical portion of the Building. Such approval, if given, shall in no way make Landlord or OWner a party to any contract between Tenant and any such contractor and Landlord therefore. and OWner shall have no liability 3. No sign, advertisement or notice shall be · inscribed, painted, or affixed on any part of the inside or outside of the said Building unless of such color, size and style and in such place upon/in said Building as shall first be designed by Landlord: there shall be no obligation or duty on Landlord to allow any sign, painted or affixed on any advertisement or notice to be inscribed, part of the inside or outside of said Building. A directory in a conspicuous place, with the names of the Tenants, will be provided by Landlord; any necessary revision in this will be made by Landlord within a reasonable time after notice from the Tenant of the error or change making the revision necessary. cost of revisions necessitated by Tenant's change in company name or by Tenant's failure to supply correct information to Landlord at time of installation shall be borne by Tenant. Ho furniture shall be placed in front of the Building or in any lobby or corridor without written consent of Landlord. Landlord shall have the right to remove all other signs and furniture, without notice to Tenant, at the expense of Tenant. the 4. Tenant shall have the non-exclusive use in common with Landlord, other tenants, their guests and invitees, of the 28 automobile parking areas, driveways and footways, subject to reasonable rules and regulations for the use thereof as prescribed from time to time by Landlord. Landlord shall have the right to designate parking areas for the use of the building tenants and their employees, and the tenants and their employees shall not park in parking areas not so designated specifically including driveways, fire lanes, loading/unloading areas, walkways and building Tenant agrees that upon written notice from Landlord, entrances. it will furnish to Landlord, within five (5) days from receipt of such notice, the state automobile license numbers assigned the OWner and Landlord automobiles of the Tenant and its employees. shall not be liable for any vehicle of the Tenant or its employees that the Landlord shall have towed from the premises when illegally parked. OWner and Landlord will not be liable for damage to vehicles in the parking areas or for theft of vehicles, personal property from vehicles, or equipment of vehicles. 5. No Tenant shall do or permit anything to be done in said premises, or bring or keep anything therein, which will in any way increase the rate of fire insurance on said Building, or on property kept therein, or obstruct or interfere with the rights of other Tenants or in any way injure or annoy them, or conflict with the laws relating to fire, or with any regulations of the fire department, or with any insurance policy upon said Buildings or any part thereof, or conflict with any rules and ordinances of the . local Board of Health or any governing bodies. 6. No add! tional locks shall be placed upon any doors without the written consent of the Landlord. All keys to the Demised Premises and Building Security Card Keys shall be furnished by the Landlord in a reasonable number commensurate with the square footage leased. Additional keys and Building Security card Keys shall be furnished at Tenant cost. Upon termination of this Lease, all keys and Building Security card Keys shall be surrendered, and the Tenant shall then give the Landlord or his agents explanation of the combination of all locks upon the doors of vault. 7. No windows or other openings that reflect or admit light into the corridors or passageways, or to any other place in said by any of the Tenants. Building shall be covered or obstructed B. No person shall disturb the occupants of the Building by the use of any musical instruments, the making of unseemly noises, or any unreasonable use. No dogs or other animals or pets of any kind will be allowed in the Building. 9. The water closets and other water fixtures shall not be used for any purpose other than those for which they were constructed, and any damage resulting to them from :misuse, or the =c~~~ing or injury of any part of the Building, shall be borrie by the person who shall occasion it. 29 10. Building. No bicycles or similar vehicles be thrown 11. Nothing shall passages of the Building. 12. Tenant shall Building any kerosene, ing materials. will down the not be permitted camphene, burning be allowed stairways or in the other to use or to keep in the rluid or other illuminat- 13. Ir any Tenant desires, at his cost, telegraphic, telephonic, or other electric connections, Landlord or its agents will direct the electricians as to where and how the wires may be introduced, and without such directions, no boring or cutting for wires will be permitted. 14. If Tenant desires, at· his cost, shades or draperies, they must be of such shape, color, materials and make as shall be prescribed by Landlord. Any outside awning proposed may be prohibited by Landlord. Landlord or its agents shall have the right to enter the premises to examine the same or to make such repairs, alternations, or additions as Landlord shall deem necessary for the safety, preservation or improvement of the Building: and the Landlord or its agents may show said premises and may place on the windows or doors thereof, or upon the bulletin board, a notice "For Rent" for 120 days prior to the expiration of the Lease. 15. No portion of the Building shall be used for the purpose of lodging rooms or for any immoral or unlawful purposes. 16. All glass, locks and trimmings in or about the doors and windows and all electric fixtures belonging to the Building shall be kept whole, and whenever broken by anyone shall be immediately replaced or repaired and put in order by Tenant under the direction and to the satisfaction of Landlord, and on removal shall be left whole and in good repair. 17. Tenant shall not install or authorize and installation of any vending machines or food preparation devi$es without Landlord's written approval. Landlord shall have the right to to Tenant for rescind this approval it given without liability reimbursement of any Tenant costs or expenses. 30 10385~10389 Main Street Second FLoor . 0:4; 17?: 3.1.: lug-?mu- u-u-u-L?u. Harl- ,sv3e?' Hrs==vulainnm ?jar-W- I I I . "Fir-Vi?all: Jr" . OFFICE: 273-1714 THE DICKSON COMPANY RES: 703-347-7614 3976 CHAIN BRIDGE ROAD FAIRFAX, VIRGINIA 22030 DATE: 13 August TO: Mr. Jack Director, 1992 High Center FROM: R.O. Dickson SUBJ: 10385 Main Street, for the Fairfax, study of Market Processes Virginia This is to confirm our conversation which establishes the fact that you will be operating under the sublease agreement with Ticor Title Insurance Company from the date of occupancy until 30 September 1992. As of 1 October 1992, you will be operating under the lease agreement with Lewis Family Associates. I am signing this as Agent for Lewis Family Associates. \!_0.'~~~ R.O. Dickson, Agent Lewis Family for: Associates ~----__ -,-, -· -··- ···--···-· ··-·-··-- ---- ,---'-t'• w•u-n 11.111~ Department of the Treasury Internal Revenue Service Pleaae use IRS label or ..__...;.;.;.;....;.;;.;.........,,. Inspection A LI , 19 9~ 3 D print or type. See Specific lnstruc· tiona. This Form is Open to Public state re~ ........ ,ng.__......, requirements. Note: You m JVe to use a copy of this return to satisfy For the calendar year 1991, or fiscal year beginning / , 1991, and ending A UC'IIC'IIL _____ __ trust or private foundation) or section 4947(a)(1) charitable trust 1'""""......,a..icp.--'---'-" ..... la-L.........1.,,i11.L..1.~-..UL......--l'....!...l,c..LJ.LLJ..J,4.-~,,,_,..L.!,(.L..>o""-L.~:.!=:~-f------..C,1-LJL---------~ E If application for exemption is pending, ~~k~~ F Check type of organization-Exempt under section ~g) 501(c)(3) (insert number), OR ~ Osection 4947(a)(1) charitable trust H Is this a group return filed for affiliates? . . . . . . . . D Yes 181' No .If "Yes," enter the number of affiliates for which this return is filed: ~ N/Pr , Is this a separate return filed by a group affiliate? . . . . . 0Yes ~No G Accounting method: D Other (specify) ~ D ~ D ~ Accrual Cash If either answer in H is "Yes," enter four-digit group exemption number (GEN) ~ J If address changed, check box . Ch~k here~Oif your gross receipts are normally not more than $25,000. You do not have to file a completed return with IRS; but if you received a Form 990 Package in the mail, you should file a return without financial data. Some states require a completed return. Note: Form 990EZ may be used by organizations with gross receipts less than $100,000 and total assets less than $250,000 at end of year. K Section 501(c)(3) organizations and 4947(a)(1) trusts must also complete and attach Schedule A (Form 990). hfflll• Statement 1 a b c of Revenue, Expenses, and Changes in Net Assets or Fund Balances Contributions, gifts, grants, and similar amounts received: Direct public support i-:-1=a~-~..L.~-J..-J..-"'Indirect public support . 1--1b--;---'--=--=- ........ ~--~ Government grants . '-"1....;;c_._ ________ -r d 2 3 4 5 6a b c 7 Sa Total {add lines 1a through 1c) {attach schedule-see instructions) Program service revenue {from Part VII, line 93) Membership dues and assessments {see instructions) Interest on savings and temporary cash investments Dividends and interest from securities 6a Gross rents . . . 6b Less: rental expenses . Net rental income or {loss) . Other investment income {describe • Gross amount from sale of assets other 1---(:....A:....l s_e_c_ur_iti_es_--+---.-------~ than inventory . . . . . . Sa b Less:costor otherbasisandsalesexpenses f---..l.o:...---f,-=,8b=-i~--~---~m Sc c Gain or {loss) {attach schedule) . d Net gain or {loss) {combine line Be, columns {A) and {B)) . 9 Special fundraising events and activities {attach schedule-see instructions): a Gross revenue {not including $-----of contribu9a tions reported on line 1a) 9b b Less: direct expenses . . . c 10a b c 11 12 Ill Cl) Ill c Cl) Q, II( w Ill 13 14 15 16 17 18 ti ti 19 z:! < 20 21 i-:-1=dc.+_ __,3...._....._......_."-""'---'--4-1--2-1------~---~3"-+----------1--4~1-----"""""'--''-->~"-- ..,.,.,s;,,,1------------ Net income. Gross sales less returns and allowances l-1.:..;0::..:a::..t-----=-----i1:W.~ Less: cost of goods sold . . 1..1:..::0~b:..... ___ '""'----..f///, 10c Gross profit or {loss) {attach schedule) . 11 Other revenue {from Part VII, line 103) . . . . . . . Total revenue {add lines 1d, 2, 3, 4, 5, 6c, 7, 8d, 9c, 10c, and 11) 12 13 Program services {from line 44, column (8)) {see instructions) . 14 Management and general {from line 44, column {C)) {see instructions) 15 Fundraising {from line 44, column {D)) {see instructions) . 16 Payments to affiliates {attach schedule-see instructions) . Total expenses {add lines 16 and 44, column {A)) . • . • 17 18 Excess or {deficit) for the year {subtract line 17 from line 12) 19 Net assets or fund balances at beginning of year {from line 74, column {A)) 20 Other changes in net assets or fund balances {attach explanation) . Net assets or fund balances at end of ear (combine lines 18, 19, and 20) 21 For Paperwork Reduction Act Notice, see page 1 of the separate instructions. Cat. No. 11282Y 0 0 0 ~ 5 Form 990 (1991) P9Q9 2 State'!'ent of All organizations must complete column (Al. Cotumns 18). (Cl. and (0) are reciu1red !or section 501(c)(3) Functional Expenses and 1c11.11 orgamzat:ons and ..!9..!i(al(1) cnantat>le trusts out optional for others. (See 1nstruct1ons.1 1 Do not include amounts reported on tine (Bl P,ogram 1 (C) Management (DI Func1ra,s,ng IAITot.al se"'",ces , and general 6b. Bb. 9b. 10b. or 76 of Parr I. Form 990 ,19911 i@ijj ---·- Grants and allocations (attach scneoule) Soec1f1cassistance to ind1v1dua1s , . . Benefits pa,d to or for members . . . Compensation of officers. directors, etc. ! Other salaries and wages Pension plan contributions Otner employee benefits . Payroll taxes . . . . . Professional fundra1sing fees. Accounting fees . Legal tees. Supplies . . . Telephone . . . 34 UI Q) Postage and shipping 35 UI cQ) Occupancy 36 Q. ,c w 37 Equipment rental and maintenance 38 Printing and publications . . . . 39 Travel . . . . . . . . . . 40 Conferences, conventions, and meetings 41 Interest . . . . . . . . . . . . 42 Depreciation, depletion, etc. (attach schedule) . 43 Other expenses (itemize): a ... Q.r.h:e.C ....... R '!-.$_f:_q_(:'_r.,._b _. .E.~f'-er.-.$.e... . b F_g_"~ 22 23 24 25 26 : 27 '. 28 j 29 I 30 31 32 33 J.ry .. c D.o. r.iaho.r:is ..f:Q..0 .eQ.i:-~e.._M.o~. d Dir:~c.ta-r.$... 1':..0..ff-..t'l.er~.:. ..L,.a.b..:r.r:,.sv ,___.-........... -=--....&....j----"----+-----" e il,:id 0 f 44 ......... .a......,:c:....J.4.----=-- -.$_+.\.L.de.n.r: ..R..~-~ -~-a-~.c. b .......__ .... Totalfunctional expenses (addlines22through 43)Organizations completing columns (B)·(D). carrythese totalsto lines13·15 Statement of Program Service Accomplishments u ..., -, 0 / , 3 3 3 704 7 '- () .;l,30/ ~ I v (See instructions.) Describe what was achieved in carrying out your exempt purposes. Fully describe the services provided; the number of persons benefited; or other relevant information for each program title. Section 501(c)(3) and (4) organizations and section 4947(a)(1)charitable trusts must also enter the amount of grants and allocations to others. Expenses (Requiredfor 501(c)(3) and (4) organizationsand 4947(a)(1)trusts: optional tor others,I a . S+. ~-.cl.e.'f:lt ..lr.wR.~.c;I_ .. P. .r.9.q.r:o. m .. .-:..L.~~-'1- e.,.s__.. $.GhP-lo. ,r.$ !..!~-~ ..t-c.._~:h..u:l~_ry.f:$. _.... _ . -~-ho.. .. brJ.v.e. ...b.~~_,:\ _._q_r.,'f!!.~f).te.!I. ...fly.._(:;,_~-"-~-3.-e. ...M .Q.~-~_,,_. 1./.cuV.~C'.s.,i·y...t)nj--.. A ~-~±.r. i .Qn... ~n'1.m.lt"r...$••• ___• ·;~-··~ ~-·····-~-;..-····,.··~ ······;:.;; ~ ···············(Graiitsanci ·ai1acations _f _-~····3 ··-3 -·--------·-·-·--"i &>/,S77 F.a.~-"'-H.y ...R...e.-..t: .9.r::t;,./:-,_ . .I..r:.~J ~o-~ -'~-._{c.,1.c..& ..r-:.!:~_e.o.r:s=:h ... i$... tC\f.(..r:vie.d.. ~- ..... ___ _ . ·:a.d.v.o.?-"-~ .... -~_c;._i_~ nh .f.1.'-'-... k..n9.w.le.. i:i°J-'-..~:f .. t:~_e._ _..mo.der:n: ..e~oam y...ar:id . -'-~- ... Qun e.d. .... ~ t ....p.r,,1./:i /,:&-.o.fi,t)fl. __... in ... p.r.lJ.f. f?.SSiP.01:tl.. f P.V.C'.0.111~.......... . b . a'- tJ If e >e or ,A ,4 1>rds. (Grants and allocations $ I 3 00 ) 5 e Other program services (attachJschedule) . . . (Grants and allocations $ f Total (add lines a through e) (should equal line 44, column (B)) . . . . . ) . . . . . ~ Page ;:s Form 990 (1'991) UHll(!JBalance Sheets Note: Where required, attached schedules and amounts within the description column should be for end-of-year amounts only. 45 46 Assets Cash-noninterest-bearing . . . . . Savings and temporary cash investments 47a Accounts receivable . . . . . . b Less: allowance for doubtful accounts 48a b 49 50 (BJ End of year (A) Beginningof year 45 0 56 57a b 58 59 Pledges receivable . . . . . . . Less: allowance for doubtful accounts Grants receivable . . . . . . . Receivables due from officers, directors, trustees, and key employees (attach schedule) . . . . . . . . Other notes and loans receivable(attachschedule) ..... 5_1_a-+----~"~---i Less: allowance for doubtful accounts '-5:c..1;;..;:b:..L... ___ --""----1----------t-"-'~----......,.--lnventories for sale or use . . . . Prepaid expenses and deferred charges . Investments-securities (attach schedule) Investments-land, buildings, and equipment: basis . . . . . . . . . . 1-5::.::5;;..;:a;;..,----~o'-----i Less: accumulated depreciation (attach schedule) . . . . . . . . . . L..:5::.::5:.:b'-'------=()'-----+------""----+;;....;;..c+-----=0--Investments-other (attach schedule) . 0 Land, buildin.gs, and equipment: basis ..... 5~7;...ca __ __....__-+-..__..~---1 Less: accumulated depreciation (attach schedule) '-'5::.;7:..:b:..L...--',..._ ........ ...._.L...!..,___,__1----'-.:-.."----'~--t....;:;..;;.~------J--;..L.J,...._~Other assets (describe .... ------'"'<&+JL.:."nd.~.r:z.~.and check whether it is 8 exempt OR O nonexempt. Enteramount of political expenditures,direct or indirect, as describedin the instructions . . 81a - oDid you file Form 1120-POL, U.S. Income Tax Return for Certain Political Organizations, for this year?. . Did you receive donated services or the use of materials, equipment, or facilities at no charge or at substantially less than fair rental value? . . . . . . . . . . . . . . . . If "Yes," you may indicate the value of these items here. Do not include this amount as revenue in Part I or as an expense in Part II. See instructions for reporting in Part Ill . ~8_2_b..........,...._.'-+-'"'-'--'--Did anyone request to see either your annual return or exemption application (or both)? If "Yes," did you comply as described in the instructions? (See General Instruction L.) . . Did you solicit any contributions or gifts that were not tax deductible? . . . . . . . If "Yes," did you include with every solicitation an express statement that such contributions or gifts were not tax deductible? (See General Instruction M.) . . . . . . . . . . . . . . . . . . . . Section 501(c)(5) or (6) organizations.-Did you spend any amounts in attempts to influence public opinion about legislative matters or referendums? (See instructions and Regulations section 1.162-20(c).) ~8_5_b~--~-If "Yes," enter the total amount spent for this purpose . . Section 501 (c)(7) organizations.-Enter: Initiation fees and capital contributions included on line 12 r=8:..::6c=:a'+--..:..:.;...+----t~ Gross receipts, included on line 12, for public use of club facilities (See instructions.) ~8_6_b~-~~~Does the club's governing instrument or any written policy statement provide for discrimination against any person because of race, color, or religion? (See instructions.) Section 501(c)(12) organizations.-Enter amount of: 87a Gross income received from members or shareholders . . . Gross income received from other sources (Do not net amounts due or paid to other N 17 sources against amounts due or received from them.) . . . . . . . . . . . 87b Public interest law firms.-Attach information described in the instructions. ~ List the states with which a copy of this return is filed..,. Yi,".'.'.~.r.'\;~---···································· ~ During this tax year did you maintain any part of your accounting Kaxrecords on a computerized system? . . .__90__.'---;w--The books are in care of ..,. . C..Q _I./.~-~.".' .. .Mo.~ r. ~:tf_Q...,._ ........... f" .............. Telephone no. ..,.( Z~. _}_ '1.~.L/. .-:.!.$.[t;_Z. Located at..,. .Y.u.,+.Qr.i.~.--$1-"'-~-i:~.~-~SJ;:f:.c:. ..~PC ... fai.r.:t.?.'t...VA-................ ZIP code..,. ~.------------~ (e) -------------- (t) (g) Fees from government agencies 94 Membership dues and assessments 95 Intereston savingsand temporarycash investments. 96 Dividends and interest from securities 97 Net rental income or (loss) from real estate: (a} debt-financed property (b) not debt-financed property 98 99 100 101 102 103 . Net rentalincomeor (loss) from personalproperty Other investment income 0 0 0 0 . Gainor (loss)from salesof assetsotherthaninventory Net income from special fundraising events . Gross profit or (loss) from sales of inventory Other revenue: (a) __________ 0 _ (b) ------------(c) -------------~ '(d) -----------(~ -------------- 104 Subtotal (add columns (b), (d), and (e).) 105 TOTAL (add line 104, columns (b), (d), and (e).). . . . . . . . . ..... . Note: (Line 105 plus line 1d, Part I, should equal the amount on line 12, Part I.) l::.F.Tiliil'JII Relationship of Activities to the Accomplishment of Exempt Purposes Explain how each activity for which income is reported in column (e) of Part VII contributed importantly to the accomplishment of your exempt purposes (other than by providing funds for such purposes). (See instructions.) Line No. 'f' NA l~Tili•t:• Information Regarding Taxable Subsidiaries (Complete this Part if you answered "Yes" to question 78c.) Name, address, and employer identification number of corporation or partnership Percentage of ownership interest Nature of business activities Total income End-of-year assets Nll'r Please Sign Here Underpenalties'of pe~ury,I declarethat I haveexaminedthis return.includingaccompanyin,ischedulesand statements,and to the best of my we, correct,and complete.Declarationof preparer(otherthan officer)IS basedon all informationof which preparerhas knowledgeand ::rs 1 any knowledge. J ~ ~ l ri > Signatureof officer ~L,.,. I / I ,; ,~ q~ (;(a Date ' // Preparer's ~·~ Paid signature . a..y ~ Preparer's Firm'sname(or ~ /VI UseOnly yours if self-employed) onationa to QIO Faculty Total $ 64,393 $106,420 19,300 41,200 46,131 3,588 18,181 24,881 43,062 U,062 5,020 25,858 30,878 30,878 8,824 10,570 3,733 14,303 14,303 31, 603 r••-rch ezpenaea on Social l'roQr- O:rqanisational 5 Learning Publication• Faculty Total a Raiainq 5,085 4,533 5,085 604 5,085 4,533 318 4,851 4,532 2, 647 profeaaional -ting a Conferencea 1,473 S...,J.nar 5 Workahopa 1,197 Student orientation 854 854 854 Student r••-rch 804 512 512 512 259 1,197 120 1,473 1,473 1,317 1,317 5,303 1,197 1,197 2,565 Viaiting acholar 210 210 Student recruiting 210 31 31 31 1,579 233, 597 209,928 Total direct proQr- ezpen .. a Admini•trati 54, 917 178,362 233,279 3,500 46,636 22,026 69,701 63, 967 3,129 1,631 75 4,835 4,435 15,512 6,085 400 21,997 ve: Salariea U,136 FICA azpenaea 3,129 1,039 Employee banefita Rent aq>enae 832 13, 600 l'rofeaaional l, !112 f••• 9,215 equipment and auppliea Depreciation l>irectora liability Neetinqa 3, 972 3,972 1,752 117 5,841 2,807 3,121 3,121 1,377 92 4,590 5, 964 3,824 1,254 1,183 1,183 5 Officara inauranae Suppliea 3,824 5 travel Board of l>irectora othar 2,500 Annivaraary 2,500 1,359 777 829 426 426 208 208 261 2,761 dinner ezpenaea 4,186 2,125 488 1,097 11,180 admJ.niatrative azpenaea Total 176 52 Telephone Total 6, 406 contributed gm 20,000 9,215 70,641 5,412 76,053 $125,558 $183,774 $309,332 124,741 $2,818 $359,183 $334, 669 5 CENTER FOR THE STUDY OF MARKET PROCESSES, INC. NOTES TO FINANCIAL STATEMENTS 1. Organization. The Center for the Study of Market Processes, Inc. (the Center) is a publicly supported, non-profit, educational organization based at George Mason University. The purpose of the Center is to educate students and produce professionals who are equipped to understand the problems and policies of our modern age. The Center pursues its goal through education and research. The Center's educational program encompasses a broad range of activities, all of which are aimed at producing well-rounded graduates. The starting point of the educational program is to recruit outstanding students. The Center's training begins in the classroom with a rigorous and prolonged exposure to economic theory. With the help of charitable foundations, corporations, and businesses, the Center has established a student awards program. Under this program, the Center is able to offer stipends to ten to fifteen students each year. To supplement classroom study, the Center offers a weekly market process economics, seminars, workshops, and conferences. gain valuable experience working on their research with Center members. The Agorics Project: Explorations is a research program of the Center that economics to understanding developments develop computer tools for illuminating a process. Group members use economics advanced programming techniques to study develop a flexible platform for economic "virtual" economies within the computer. economic education; market processes can tools. colloquium Students faculty on also in Market Coordination and Computation aims to apply market process in information technology, and to important principles of the market as to study computer programming and economics. The project continues to experimentation on artificial, Use of computers is coming into be powerfully represented with these The Center's research program on market-based management aims to develop and apply techniques for managing decentralized organizations. The Center's intellectual tradition stresses the importance of innovation, entrepreneurship, creativity, and learning. This tradition gives the Center a comparative advantage in studying, integrating, and implementing management technologies that seek to mobilize dispersed information and enhance entrepreneurship. The Center is sponsoring a collaborative effort by faculty and graduate students, to write a clear and understandable introduction to market-based management. & Organizational Learning, a The Center supports the Program on Social new interdisciplinary academic department of George Mason University's College of Arts and Sciences. The new Program is based on the idea that if the principles of property, voluntary association, and respect for the individual 6 CENTER FOR THE STUDY OF MARKET PROCESSES, INC. NOTES TO FINANCIAL STATEMENTS can be properly quality of life introduced into organizations, within them, will increase their markedly. effectiveness, Periodically, the Center will "buy back" a Center teaching requirement in order to allow that member to research for the semester. The cost of a buy back is funds contributed to George Mason University are then substitute teacher for the semester. and the faculty member's conduct intensive based on a matrix. used to hire a The Praxis is the Center's information newsletter, and is published four to six times a year. It reports on the Center's activities, highlights, and events. The Center also publishes recruiting brochures. A comprehensive report detailing the programs and activities of the Center, is published approximately every four years. The Center's research program has three major activities. First, the Center encourages its faculty to publish books and articles in refereed academic journals and popular publications. Second, Center faculty present their research at Center organized conferences and other professional meetings. Third, the Center (provided outside sponsorship or sufficient funds can be obtained) invites distinguished visiting scholars for a term in residence as a Center faculty member at George Mason University. 2. Summary of prepare significant The following is the financial Basis Student of accounting The financial accounting. accounting a summary statements. statements of have policies. the significant been prepared accounting on the accrual policies basis used to of and faculty research awards Student and faculty research awards made by the Center are recorded in the balance sheet as student and faculty research awards payable, and as an expense at the time recipients are entitled to them. That normally occurs after the Center has notified the student or faculty member in writing of his award and the student or faculty member has responded to the Center in writing of his acceptance. Contributions Contributions balance sheet Revenues are the restricted which are restricted as to their as a receivable and as deferred recognized only to the extent of purposes of these contributions. use are recorded in the revenue when awarded. expenditures that satisfy Unrestricted 7 CENTER FOR THE STUDY OF MARKET PROCESSES, INC. NOTES TO FINANCIAL STATEMENTS contributions contributors Property 3. are not designated and are recognized for specific as income in purposes the year by the awarded. and equipment Property and equipment, principally office furniture and computer equipment, is recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, ranging from 3 to 5 years. Deprecation expenses for the years ended August 31, 1992 and 1991 were $4,590 and $5,964, respectively. Functional allocation of expenses. The cost of providing the various programs and other activities has been surranarized on a functional basis in the statement of activity. Accordingly, certain costs have been allocated among the program and management and fund raising services benefited. Personnel and occupancy expenses are allocated to the various programs and supporting services based upon time incurred by Center personnel in such functions. 4. Contributed space and supplies and donated services. During fiscal years 1992 and 1991, the Center occupied, without certain premises located in the department of economics at a George University building. The estimated fair rental value of the premises $20,000 is reported as a support and expense in the period in which premises are used. Equipment, supplies, and postage provided by the University were estimated to be for the years ended August 31, 1992 $5,841 and $2,807 respectively, and are also reported as support and in the period in which they are used. The Center faculty members and are paid by the University. These contributions of their time to the The value of this contributed time it is not susceptible to objective charge, Mason of the and 1991 expense certain members of the Board of Directors faculty members make significant Center's educational and research programs. is not reflected in these statements since measurement. 8 CENTER FOR THE STUDY OF MARKET PROCESSES, INC. NOTES TO FINANCIAL STATEMENTS 5. Property and equipment. A summary of property Computer Furniture Less 6. 1991 7. Deferred and Related 1991 $26,163 7,407 33,570 (27,821) $ 5,749 revenue. revenue for the year August (162,486) (176,178) $ 19,119 $ Balance, of ended 1991 $ 26,068 157,015 $ end years 1992 6,905 174,700 Balance, beginning of year Contributions Funds expended during the year 31, 6,905 taxes. Under provisions of the tax regulations of the State income. 8. 1992 $26,377 7,558 33,935 (32, 411) $ 1,524 depreciation Changes in deferred restricted and 1990 are as follows: Income follows: equipment accumulated restricted equipment party Internal Revenue of Virginia, the Code and the applicable Center is exempt from income taxes on transactions. In addition to the transactions described in note 4 to the financial statements, the Center received from the George Mason University Foundation contributions of$ 155,563 and $101,373 for the years ended August 31, 1992 and 1991, respectively. Receivables at August 31, 1992 and 1991 include$ $90,910 and $110,687 respectively, due from the Foundation. The Center also made donations to George Mason University Economics Department of $30,878 and $8,824 in faculty course buy-backs, for the years ended August 31, 1992 and 1991, respectively. Accounts payable at August 31, 1992 and 1991 include $9,500 and $0 respectively, due to the Foundation. In April of 1992, the Center and the University .entered into an agreement to establish an interdisciplinary academic unit within the College of Arts and Sciences at George Mason University, called the Program on Social & Organizational Learning. The financial resources necessary to carry out this Program will be provided jointly by the Center and George Mason University. CENTER FOR THE STUDY OF MARKET PROCESSES, 9 INC. NOTES TO FINANCIAL STATEMENTS It is anticipated that approximately 1 million 9. lease Rent Rent over the dollars next three years, both will to this new acadmeic unit. contribute expense. Effective August 15, 1992, the Center entered into a 1 year agreement for office space near the campus of George Mason expense under this lease was $1,997 for 1992. operating University. \Jen-ier 1or tne ~tuay or Market .Processes, l ,m on Social & Organization~ ming George Mason University Fairfax, Virginia 22030 November 14, Inc. 1992 Mary Kay Ream, C.P.A. 3288 Laneview Place Herndon, VA 22071 Dear Mrs. Ream: In connection with your examination of the financial statements of the Center for the Study of Market Processes as of August 31, 1992 and for the year then ended for the purpose of expressing an opinion as to whether such financial statements present fairly the financial position, results of operations, and changes in cash of the Center for the Study of Market Processes in conformity with generally accepted accounting principles, we confirm, to the best of our knowledge and belief, the following representations made to you during your examination. Certain representations in this letter are described as being limited to those matters that may have a material effect on the financial statements. As used here, the term "material" means any item or similar group of items involving potential amounts of more than $500. l. We are responsible for the fair presentation in the financial statements of financial position, results of operations, and changes cash in conformity with generally accepted accounting principles. in 2. We have made available to you all financial and accounting records and related data and all minutes of the meetings of directors, and committees of directors, or summaries of actions of recent meetings for which minutes have not yet been prepared. The most recent meetings held were: November 5, 1991. We are not aware of any accounts, transactions, or material agreements not f~irly described and properly recorded in the financial and accounting records underlying the financial statements. 3. We are not aware of (a) any irregularities involving management or employees who have significant roles in the system of internal accounting control, or any irregularities involving other employees that could have a material effect on the financial statements, or (b) any violations or possible violations of laws or regulations whose effects should be considered for disclosure in the financial statements or as a basis for recording a loss contingency. (We understand the term "irregularities" to mean those matters described in Statement on Auditing regulatory financial financial contractual financial Standards No. 16.) There have been no .communications from agencies concerning noncompliance with or deficiencies in reporting practices that could have a material effect on the statements. The Center has complied with all aspects of agreements that would have a material effect on the statements in the event of noncompliance. 4. All cash and bank accounts and all other properties and assets of the Center of which we are aware are included in the financial statements at August 31, 1992. The Center has satisfactory title to all owned assets, and all liens, encumbrances, or security interests having any important consequence on any asset of the Center are disclosed in the statements or notes thereto. 5. The receivables in the aggregate amount of $107,411 at August 31, 1992 represent bona fide claims against debtors for contributions arising on or before that date and are not subject to discount. These receivables do not include any amounts that are collectible after one year. The amount of $0 carried for doubtful accounts is sufficient to provide for any losses that may be sustained on realization of the receivables. 6. All liabilities of the company of which we are aware are included in the financial statements at August 31, 1992. There are no other material liabilities or gain or loss contingencies that are required to be accrued or disclosed by Statement of Financial Accounting Standards No. 5 and no unasserted claims or assessments that our legal counsel has advised us are probable of assertion and must be disclosed in accordance with that statement. 7. Commitments for future purchases are for quantities anticipated requirements and at prices that will not not result in in excess loss. of 8. The financial statements and related notes include all disclosures necessary for a fair presentation of the financial position and results of operations of the Center in accordance with generally accepted accounting principles, and disclosures otherwise required to be included therein by the laws and regulations to which the Center is subject. The following have been properly recorded or disclosed in the financial statements. a. Related-party transactions and related amounts receivable or payable including sales, purchases, loans, transfers, leasing arrangements, and guarantees. (We understand the term "related party" to include those entities described in Statement on Auditing Standards No. 57.) 9. There are no: a. Arrangements with financial institutions balances, arrangements involving restrictions line of credit, or similar arrangements. b. Agreements to repurchase assets previously involving on cash sold. compensating balances and 10. Our legal counsel has advised us that contributions to the George Mason University Foundation intended for the Center are contributions to the Foundation and not Center assets until the Foundation, at its discretion, decides to release the funds to the Center. In addition, for purposes of determining whether the Center can qualify for section 509 (a)(i) status, contributions from the Foundation to the Center are attributable to the Foundation and not the original donor. 11. There are no other material properly recorded or disclosed in accounting estimates that the financial statements. have not been No matters or occurrences have come to our attention up to the date of this letter that would materially affect the financial statements and related disclosures for the year ended August 31, 1992, or although not affecting such financial statements or disclosures, have caused or are likely to cause any material change adverse or otherwise, in the We have no financial position or results of operations of the company. plans or intentions that may materially affect the carrying value or classification of assets and liabilities. Sincerely, Go~~~~/P!tte Secretary/Treasurer MEMORANDUM OF UNDERSTANDING between Mason University and the Study of Market George The Center for March 31, Processes 1992 Statement of Purpose. George Mason University and the Center for the Study of Market Processes share a commitment to scholarship across disciplines. We believe that education should impart broad vision as well as technical expertise. We believe that research should help to solve the pressing problems of the larger community of which the University is a part. To foster these aims, George Mason University and the Center for the Study of Market Processes agree to establish an interdisciplinary academic unit within the College of Arts and Sciences at George Mason University. Organization. The Center will become an academic unit reporting to the Dean of the College of Arts and Sciences. The new academic unit will consist of at least eight regular faculty members drawn from different disciplines. Four of these faculty will come from the existing faculty of George Mason, and four will be additions to the faculty. New faculty will be appointed to the unit either with tenure, or in tenuretrack positions. Temporary faculty will also affiliate with the unit, the number to be determined jointly by the College and the unit. All faculty of the academic unit will carry out the teaching, research, and service obligations expected of a member of George Mason's faculty. The academic other support mission. unit will personnel also consist appropriate of secretarial to carrying out and its The academic unit, hereafter referred to as Market Processes, will also consist of students, both graduate and undergraduate, who are dedicated to pursuing the study of society as a humane discipline. ' MEMORANDUM OF ~ERSTANDING March 31, 1992 Space and Location. Market Processes will be located on or near the campus of George Mason University in Fairfax, Virginia. Sufficient space, as described below, will be provided to enable Market Processes to carry on its educational and research activities. Financial support. The financial resources necessary to carry out Market Processes' mission will be provided jointly by Market Processes and the University. The University will continue to pay the salaries of existing University faculty who become a part of Market Processes. Market Processes will be authorized to hire two new tenured or tenure-track positions, subject to the review and approval of the administration, for the fall of 1992. The salaries of these faculty will be shared equally between the University and Market Processes for the 1992-93 and 1993-94 academic years. In 1993, Market Processes will be authorized to hire two more tenured or tenure-track faculty members, whose salaries will be shared equally for the 1993-94 academic year. After 1994, the University will assume full responsibility for faculty salaries. Beginning in June 1992, George Mason University will provide space for Market Processes to carry on its educational and research activities. This will include approximately six faculty offices, a reception area, two administrative offices, and desk space for twelve students, for a total of about 2500 square feet. Market Processes will rent adjacent space approximately equal to the space provided by the University. Beginning in August, 1993 the University will also assume financial responsibility for a full-time secretary for Market Processes, and for other-thanpersonnel expenses. Market Processes will also provide funds to help administer Market Processes. At a minimum Market Processes will pay for a full time office manager and for a Market Processes director. The University's commitment to the interdisciplinary academic unit and to new faculty for 1992 will take effect immediately. Future commitment of resources to Market Processes will be contingent upon Market Processes raising a total of $1 million dollars in outside funding, to be donated and administered over a three year period. The donation and administration of these funds will be contingent upon the University's fulfilling its commitment to faculty lines, space, staff, and other-than-personnel expenses. -2- \ MEMORANDUM OF ~ERSTANDING March 31, 1992 Market Processes• outside funding will be dedicated, in addition to the above mentioned items, to financing for student fellowships, assistantships, and scholarships. Market Processes will also provide research funds for Market Processes faculty and other qualified participants. Market Processes will also raise funds to sponsor conferences, to bring visiting scholars to campus, and to engage in other activities that will expand our knowledge and enhance the reputations of the University, the College of Arts and Science, and Market Processes. After the initial three year period, we are confident that the research and educational results of Market Processes will attract increased support from businesses and foundations. Signed: of Market Processes Date David Potter, Dean College of Arts and Sciences George Mason University Date Clara Lovett, George M Provost sity Date ~-Aftfieon, President on University -3- AFFILIATED ORGANIZATION QUESTIONNAIRE Name of Organization r\nte:r cforc1/-t\::'SrL.,DY' c,--:- A1<.Kf:f'Hoe:1::sSE:5 )nc. Name/Phone Number of Person Completing Questionnaire __________ Cvll;f;;fF:AtM)o~R[-1'-tA J q~LJ,--&g?Jo 1. Is your organization incorporated? _ __ no ~es If yes: J • 1 In which state? VtlUr1fJ 1A What is your federal employer identification number? 5 '-I- It./3 4' :i. ~ 1A-R. Bmvl< 5. Do you have an account with the GMU Foundation? ___6es 6. Do you have an account with the University? ..i_ses 7. Do~s your organization file tax returns? v' yes _no _no _no If yes, please attach a copy of your most recent federal and state returns. 8. 9. Where are your offices located? t/:o'i't/-Uo1ve1c.~rrr Lk1ve Su;le ' do'if £,rh.i..KVA '9,}.030 Do you have and annual independent audit? ....l.ses _no If yes: · . Which audit firm do you use? j{IJFF/1 "" AssoonrGs M1tfl Y /03-Y lfE1t1n I RECEIVED GEORGE MASON m11v~w OFFICE OFEXEC VICE PllES!DENT FORFINANCE & PLANNING { (! p;'} fh,s y'ei-JI<-) ( !k101{ Yeflrs) Does your organization use an attorney? 10. __ no If yes: ___ ___,.----,------"'"'" Which attorney do you use?--L..A1..:.:/!t~Ai_l=D-1-Y=£ What firm does this attorney practice law with? h{f3851f1<{~Httm,0 @.J},JL>..,}&:b~ How is your organization funded? /)),bu , 1>C· 1fundraising _L_w-ants _membership fees _sales of goods or services _other (please explain) 11. 12. Do you pay wages, salaries, honoraria, or make other types of payments for services directly to individuals? _..Y__ses __ no t&,_,f,;1.;-1 ~:5 -f~~el 13. / yes ) If yes: . . . f. f$ s,,me j.;.,_~.JI f'1) D9 you make these payments through: (deseu-,-r:.A a.irsd =n , • hanc,,.,,,. ,e-, _y___yourown bank account ~ GMU .../ GMU Foundat10n ( s-an,e s-erv, c e ~ Do you ever make payments to University employees through your own bank account or through the GMU Foundation? __ses __ no Do you have any affiliated corporations or subsidiaries? ____yes /'no If yes: Please list ~hese affiliated or subsidiary corporations. 14. Who, in your organization, is the primary liaison with the University? C ll ,'V Phone q3,J,-"'9: 7D . Name J~me 1 15. Is your organization affiliated with any academic unit? ..:!.._ses __ no If yes: 1:""2-(.l+to~a.J Which academic unit? ):ko:{O.M OV\ Soc,~.JV C1v-·:rlf\ L.o..v-n~j 0 16. Do you use the services of the University's Materiel Management Office? __ no ~es ( rcuel 1) 17. Do you provide any benefits to University employees which the University does not provide (for example: cars, additional insurance, bonuses, or commissions)? ~es _no If yes, please explain. vsed 1pn'n1ac;( I Ck,., - a /so ,:~ re5earc h I pr.:.,f 7. by O)h" IS (,..f Gm/,/. 18. Does your organization use "George Mason University" in its name or represent itself as being affiliated with George Mason University in communications with third ~es _no parties? 19. Are any of the staff members employed by your orpnization employees of George Mason University or the state of Virginia? .::L..ses __ no 1nank you for your cooperation. Please remember to include, in the envelope provided, all of the following materials that pertain to your organization: Articles of Incorporation By-Laws List of Officers, Directors and/or Board Mission Statement Most recent tax returns Any printed material describing your organization Most recent audited financial statement BYLAWS OF THE CENTER FOR THE STUDY OF MARKET PROCESSES, INC. ARTICLE I: PRINCIPAL OFFICE AND REGISTERED AGENT A. Principal Office. The principal office of The Center for the Study of Market Processes, Inc., a non-profit corporation incorporated under the laws of the Commonwealth of Virginia (hereinafter the "Center"), shall be in the Commonwealth of Virginia. B. Other Offices. The Center may have such other office or offices, at such suitable place or places within or without th? commonwealth of Virginia as may be designated from time to time by the &card of Directors of the Center. and c. Registered Agent. The Center shall have of continuously maintain a registered office in the Commonwealth and Virginia (which may be identical with the principal office) appoint the Board of Directors of the Center shall continuously maintain in service a registered agent in the Commonwealth of Virginia, who shall be an individual resident of the Commonwealth of Virginia and either a member of the Board of State Bar, whose business ofDirectors, a member of the ·Virginia fice is the same as the registered office of the Center, or a 1 corporation, whether for profit or not for profit. The purposes for are to ~be operat~d scientific, including a. to provide history of to educate,'. b. process to develop c. ARTICLE II: PURPOSES;,.,. which this Corporation is organized and is exclusively tharitable, educational, and but not limft1!d to the following: a forum for "the study of the . theory and market policie; ·~~ '"'§t':J.dents in the workings o~ the market ,, {;;.,.., _ research on the market economy •·, ........ - 2 - d. e. to teach Austrian economics graduate level students to develop research in Austrian The Center to undergraduate and economics ARTICLE III: MEMBERSHIP shall not have members. ARTICLE IV: BOARDOF DIRECTORS A. General Authority. There shall be a Board of Directors of the Center, which shall manage, supervise and control the business, property and affairs of the Center. The Board of Directors shall be vested with the powers possessed by the Center itself, including the powers to determine the policies of the Center and prosecute its purposes, to appoint and remunerate agents and employees, to disburse the funds of the Center, and to adopt such rules and regulations for the conduct of its business, responsibility and authority as shall be deemed advisable, insofar as such delegation of authority is not inconsistent with or repugnant to the Articles of Incorporation or Bylaws of the Center (in their present form or as they may be amended) or to any applicable law. The Board of Directors shall elect one of its ~embers to serve as Chairperson of the Board of Directors, for such term as the Board may determine. B. Membership. The initial Board of Directors of the Center shall be composed of the individuals named in the Articles of Incorporation of the Center. The election of the directors (which may be termed its trustees) of the Center, of which there shall be at least three, shall be by the directors of the center. Vacancies, as they occur on the Board of Directors by resignation, death, incapacity, or the like of one or more of the members thereof, and additional positions on the Board of Directors, shall a majority of the members of the Board of be filled by act of Directors. - l D. 3 - Resignation. Any director may resign at any time by giving written notice to the President of the Center. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President of the Center. The successor to a with resigning director shall be selected in accordance paragraph B. E. Removal. Any director may be removed from such office by a two-thirds vote of the directors at any regular or special meeting of the Board of Directors at which a quorum is present, for (1) violation of these Bylaws or (2) engaging in any other conduct prejudicial to the best interests of the Center. Such removal may occur only if the director involved is first provided (1) with adequate notice of the charges against him or her in the form of a statement of such charges and of the time and place of the meeting of the Board of Directors scheduled for the purpose of hearing or considering such action, sent by certified or registered mail to the last known address of such director, (2) an a opportunity to appear before the Board of Directors or forward written statement thereto in presentation of any defense of such charges, no sooner than thirty days after the sending of such notice, and (3) a written explanation as to (if such is the case) why such director is being removed from such office. In these regards, the board shall act on the basis of reasonable and consistent criteria, always with.the objective of advancing the best interests of the Center. F. Regular Meetings. A regular meeting of the Board of at such time, day Directors of the Center shall be held each year, and place as shall be designated by the Board of Directors, for the purpose of transacting such business as may come before the meeting. The Board of Directors may, by resolution, provide for the holding of additional regular meetings. - -( l 4 - G. Special Meetings. Special meetings of the Board of Directors may be called at the direction of the President of the Center or by a majority of the voting directors then in office, to be held at such time, day and place as shall be designated in the notice of the meeting. H. Notice. Notice of the time, day and place of any meeting of the Board of Directors shall be given at least ten days previous thereto by notice sent by mail, messenger, telegram or telephone to each director at his or her address as shown by the records of the Center. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed be envelope so addressed, with postage thereon prepaid. If notice given by messenger or telegram, such notice shall be deemed to be delivered when the messenger or telegram is delivered to the messenger service or the telegraph company. The purpose or purposes for which a special meeting is called shall be stated in ·the notice thereof. Any director may waive notice of any meeting. constitute a The attendance of a director at any meeting shall waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. I. Quorum. Fifty-one percent of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, except if less than such number of directors is present at such meeting, a m·ajority of the directors pres~nt may adjourn the meeting from time to time without further notice. J. Manner of Acting. The act of a majority of directors at a meeting of the Board of Directors shall be ·the act of the Board of Directors. Each director shall have one vote. Meetings may be held by telephone conference to the extent permitted by law. Voting by proxy shall not be permitted. In the absence of a shall be recommendatory only, but may quorum, any action taken by a majority vote, in become valid confirmed if subsequently of the requirements, Board of quorum conformance with the Directors. - 5 - K. Compensation. Directors shall not receive compensation for their services as members of the Board of Directors. The Board of Directors may authorize payment by the Center of the expenses of directors for attendance at regular or special meetings of the Board. ARTICLE V: OFFICERS OF CENTER A. Officers. The officers of the Center shall consist of a President, a Vice President, a Secretary, and a Treasurer, and may include such other officers as may be deemed necessary. One person may hold more than one office, other than the of(ices of President and Secretary. B. Election of Officers. The officers of the Center shall be elected by the members of the Board of Directors of the Center. The officers of the Center may but need not be members of the Board at the time of their election. Such elections shall take place at the annual meeting of the Board of Directors. c. Term of Office. The officers of the Center shall be. installed at the annual meeting at which they are elected and shall hold office for one year until the next succeeding annual meeting or until their respective successors shall be duly elected and shall become qualified. D. Resignation. Any officer may resign at any time by giving written notice to the President of the Center. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President. E. Removal. Any officer may be removed by the Board of Directors by a 2/3 vote at any regular or special meeting of the Board at which a quorum is present, for engaging in conduct prejudicial to the best interests of the Center. - 6 - ( F. Vacancies. In the case of resignation of an officer of the Center or, if for any other reason including ineligibility or removal an officer is unable to complete his or her term, the Board of Directors shall elect a successor to complete the unexpired term. G. President. The President of the Center shall have all pow~rs and shall perform all duties commonly incident to and vested in the office of president of a corporation, including but not limited to being the chief executive officer of the Center, preparation of the agenda for the annual meeting and other regular meetings, and having general knowledge of and responsibility for Notwithstanding the supervision of the business of the Center. foregoing, the President of the Center shall have the following specific powers and duties: 1. He or she shall be a member of the Board of Directors. 2. He or she shall prepare the agenda for and preside over the meetings of the Board of Directors. 3. The President of the Center shall also perform such other duties as the Board of Directors may, from time to time, designate. H. Vice President. The Vice President shall perform all duties incumbent upon the President of the Center du~ing the absence or disability of the President of the Center and shall perform such other duties as the Board of Directors and the President of the Center may, from time to time, designate. I. Treasurer. The Treasurer of the Center shall have all powers and perform all duties commonly incident to and vested in the office of the treasurer of a corporation, including the following duties and responsibilities: 1. He or she shall be responsible for developing and reviewing the fiscal policies of the Center. an account is main2. He or she shall ensure that tained of all monies received and expended for the use of the Center. - -, 3 .. He cir she shall ensure that all monies of the Center are deposited in a bank or banks or trust company or trust companies approved by the Board of Directors, and that authorized disbursements are made therefrom. 4. He or she shall render a report of the finances of the Center at the annual meeting of the Center or whenever requested by the President showing all receipts and expenditures for the current year. 5. He or she shall also perform such other duties as the President of the Center may, from time to time, designate. 6. He or she may appoint an Assistant Treasurer to perform such duties as he or she may, from time to time, delegate. J. Secretary. The Secretary of the Center shall have all powers and perform all duties commonly incident to and vested in the office of secretary of a corporation, including the following duties and responsibilities: 1. He or she shall attend all meetings of the Board of Directors, and of such committees or subcommittees as may be appointed, and be responsible for keeping, preserving in the books of the Center, and distributing true minutes of the proceedings of all such meetings. 2. He or she shall ensure that all notices are given in accordance with these Bylaws. 3. He or she shall perform such other duties as the President of the Center may, from time to time, designate. 4. He or she may appoint an Assistant Secretary to perform such duties as he or she may, from time to time, delegate. K. Bonding. All officers of the Center may be furnished a may prescribe. fidelity bond in such sum as the Board of Directors l - B - ARTICLE VI: COMMITTEES A. Executive Committee. The Board of Directors of the Center is hereby authorized to appoint from among its members an Executive Committee composed of two or more Directors, and, in the intervals between meetings of the Board of Directors, to delegate to such Executive Committee any or all of the powers of the Board of directors in the management of the business and affairs of the Center except the power to elect Directors and officers of the Center or to undertake any activities which the Board of Directors has expressly reserved for itself. At any meeting of the Executive Committee, a majority in number of the total number of members of the Executive Committee shall constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be called by any member thereof on one day notice to the other members thereof. B. Other Committees. The President may create such other committees of the Center as he or she deems advisable and define their duties. ARTICLE VII: FISCAL YEAR The fiscal year of the Center shall commence on January 1 and terminate on December 31, except that the first fiscal year of the Center shall commence on August 14, 1987. ARTICLE VIII: SEAL The Board of Directors of the Center may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words "Corporate Seal, Commonwealth of Virginia." ( ARTICLE IX: INDEMNIFICATION A. The Center shall indemnify each member of the Board of Directors as described in Article IV hereof, and each of its officers, as described in Article V hereof, for the defense of civil or criminal actions or proceedings as hereinafter proved and notwithstanding any provision in these Bylaws, in a manner and to the extent permitted by applicable law. - 9 - l' B. The Center shall indemnify each of its directors and officers, as aforesaid, from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys' fees, actually and necessarily incurred or imposed as a result of such action or proceeding or any appeal therein, imposed upon or asserted against him or her by reason of being or having been such a director or officer and acting within the scope of his or her official duties, but only when the determination shall have been made judicially or in the manner herein provided that he or she acted in good faith for a purpose which he or she reasonably believed to be in the best interests of the Center and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful. This indemnification shall be made only if the Center shall be advised by its Board of Directors acting (1) by a quorum consisting of directors who are not parties to such action or proceeding upon a finding that, or (2) if a quorum under (1) is not obtainable with due diiigence, upon the opinion in writing of legal counsel that, the director or officer has met the foregoing applicable standard of conduct. If the foregoing determination is to be made by the Board of Directors, it may rely as to all questions of law, on the advice of independent legal counsel. c. Every reference herein to a member of the Board of Directors or officer of the Center shall include every director and officer thereof and former director and officer thereof. This indemnification shall apply to all the judgments, fines, amounts in settlement, and reasonable expenses described above whenever arising, allowable as above-stated. The right of indemnification herein provided shall be in addition to any and all rights to which any director or officer of the Center might otherwise be entitled and provisions hereof shall neither impair nor adversely affect such rights. ( - 10 - ( ( ' . ARTICLE X: LIMITATION ON ACTIVITIES The Center is organized and operated exclusively for charitable and educational purposes within the meaning of sections 170(c)(2)(B), 50l(c)(3), 2055(a)(2), and 2522(a)(2) of the Internal Revenue Code of 1986. No substantial part of the activities of the Center shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Center ·shall be empowered to make the election authorized under section SOl(h) of the Internal Revenue Code of 1986. The Center shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision herein, the Center shall not carry on any activities not permitted to be carried on -(a) by an organization exempt from federal income taxation under section SOl(a) of the Internal Revenue Code of 1986, as an organization described in section SOl(c) (3) of such Code, and/or (b) by an organization, contributions to which are deductible under sections 170(c) (2), 2055(a)(2), or 2522(a) (2) of the Internal Revenue Code of 1986. The Center shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of the net earnings of the Center shall inure to the benefit of or be distributable to its directors, officers or other private individuals, or other organizations organized and operating for profit, except that the Center is authorized and empowered to pay rende~ed. reasonable compensation for services ARTICLE XI: DISSOLUTION Directors On dissolution or final liquidation, the Board of shall, after paying or making provision for the payment of all the all the lawful debts and liabilities of the Center, distribute (_ - 11 - assets of the Center to one or more of the following categories of recipients as the Board of Directors of the Center shall determine: (a) a nonprofit organization or organizations which may have been created to succeed the Center, as long as such organization or each of such organizations shall then qualify as a governmental unit under section 170(c) of the Internal Revenue Code of 1986 or as an organization exempt from federal income taxation under section SOl(a) of such Code as an organization described in sections 170(c) (2) and SOl(c) (3) of such Code: and/or or organizations having (b) a nonprofit organization Center and which may be similar aims and objects as the selected as an appropriate recipient of such assets, as long shall then as such organization or each of such organizations qualify as a governmental unit under section 170(c) of the exempt Internal Revenue Code of 1986 or as an organization section SOl(a) of such from federal income taxation under in sections 170(c)(2) and Code as an organization described SOl(c) (3) of such Code. ARTICLE XII: AMENDMENTS TO BYLAWS A. These Bylaws may be amended by a majority vote at any meeting of the Board of Directors of the Center. B. An amendment to be proposed at a meeting shall be mailed to each member of the Board of Directors at least fourteen days prior to the date of the meeting. An amendment so made shall be an effective date is effective immediately after adoption unless specifically adopted at the time the amendment is enacted. ( II. RESOLUTIONSRELATING TO THE AMENDMENT OF THE BY LAWS ARTICLE IV: .Article IV. c. [APPROVED] Change from: Change to: Article BOARDOF DIRECTORS Term of Office. "Each member of the Board of Directors of the Center shall serve for a term of one year, and may be re-elected to successive terms of office." "Each member of the Board of Directors of the Center shall serve for a term o.f three years, unless otherwise voted by the board of directors and may be re-elected to successive terms of office." IV. Regular [APPROVED] Add as the last Meetings. sentence IV. F,; to article "the meetings shall be presided over Chairman of the Board of Directors, be appointed by the President." Article IV. by the who shall J. Manner of Acting. [APPROVED} Change from; Change to: Article v. "Voting by proxy "Voting by proxy shall Officers of the Center shall not be permitted." be permitted." [Approved] Change from; Change to: Article "One person may hold more than one office, other than the offices of President and Secretary. "One person than the may hold more than one office, office of President." other V.G. President. [APPROVED] "He or she shall appoint Board of Directors." Add new Article V. G. 4.: the Chairman of the [APPROVED] "He or she shall have sole power to nominate additions to members of the Board of Directors." Article VII: Fiscal all Year: [APPROVED] Change from: Change to: III. 1. "The fiscal commence on December 31, year of the 14, 1987." year of the Center shall January 1 and terminate on except that the first fiscal Center shall commence on August "The fiscal year Septemberland of the Center shall terminate on August commence on 31. EXPANSION OF THE BOARDOF DIRECTORS [APPROVED] The board voted on the nominations of George Pearson, Frederick Hudoff, Walter Williams and Robert Tollison to join the Board of Directors. 2. [APPROVED] The following staggered terms expanded Board of Directors was recommended: 1 year: (expires 2 years: 3 years: (expires of the Jack High, George Pearson, Robert Tollison 1990) Karen Vaughn, Walter Williams (expires 1991) Richard Fink, Maurice Scherrens, Don Lavoie 1992) RESOLUTIONSRLLATINGTO THE AMENDMENT O. fHE BY LAWS ARTICLE IV: Chairman of the BOARDOF DIRECTORS Board Even though the by-laws have been amended to permit the President to appoint the Chairman of the Board of Directors, the President will present a formal motion to the board asking confirmation of the nominee. Rotation of Board Members After a board member has served his or her three year term, or has served two consecutive two year terms, or has served two consecutive terms, the member will step down for one year. For compelling reasons, however, this requirement can be waived by a three-fourths majority vote of the Board of Directors. ARTICLES OF INCORPORATION OF THE CENTER FOR THE STUDY OF MARKET PROCESSES, INC. (A Non-Stock Corporation) We, the undersigned individuals, hereby associate non-stock corporation under the provisions of Chapter 13.1 of the Code of Virginia and to that end set following Articles: The name of the as the "Corporation") PROCESSES, INC. ARTICLE I corporation (which is hereinafter referred to shall be the CENTER FOR THE STUDY OF MARKET ARTICLE II The purposes for which this Corporation to be operated are exclusively charitable, scientific, including but not limited to the a. to provide a forum for history of market policies b. to educate process c. develop \. teach to d:': ... t6 graduate 1'• ,: ~, ,...r; ,r~1:.,. :;,es :r.:.,r. : r ,:;.t_ ,_ students in the the organized educational, following: is study of the workings research on the market Austfia~: ··ec~~omics ' of · :: ' re$earch ~'\: and is and theory the and market ' ~ec::onom:y !" . to undergraduate level.students ~;. ~<;r ~,yelop to form a 10 of Title forth the and ,..,;, f~_':.Austrian. -;_J• e:f~~~Jcs. .-::r, :;.. ··'=-:-- III f;~i~i~. .: ..:at.!'. ARTIC~· - lE' . • ,.)i :l~ " The Corp~~at~on · is' .. C\fganized and i\s~ 4-:b"e operated f~r · charitabll~L edu,ca~ional, a~9r:f5?~~tific purposes exclusively 1 withi·n the meaning of- · sections 170(8Yf2)(B), 50l(c)(3), 2522 (~) (2J., o~ ..,~'~ ,..1. ..ijt!rna~ ;::,~!~enue ~ode of 1986. 2055 t.ct.)(~) ~.ec~nd No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, the members of its Board of - 2 - Directors, officers, other private individuals, or organizations organized and operating for profit (except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes as hereinabove stated). 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 be empowered to make the election authorized under section SOl(h) of the Internal Revenue Code of 1986. The corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in oppositio~ to~~~ candidate for public office. Notwithstanding any other provisions herein, the Corporation shall not carry on any activities not permitted to be carried on -(a) By an organization exempt from federal income tax under section SOl(a) of the Internal Revenue Code of 1986 as an organization described in section 50l(c)(3) of such Code, and/or (b) By an organization, contributions to which are deductible under sections 170(c) (2), 2055(a)(2), or 2522(a)(2) of the Internal Revenue Code of 1986. ARTICLE IV To further the Corporation's objects and purposes, the Corporation shall have and shall exercise all the powers conferred by the provisions of Chapter 10 of Title 13.1 of the Code of Virginia not without the scope of Article III hereof. Without limiting the generality of the foregoing, the Corporation shall have the power to sue and be sued, to own, to take title to, receive and hold, lease, sell and resell, in fee simple or otherwise, property, real, personal or mixed, wherever situated or however acquired, without limitation as to amount of value. The corporation shall have authority to encumber property by deed of trust, pledge or otherwise: to borrow money and secure payment of - 3 - same by lien or liens on the realty or personal property of the corporation; to lease, build, or erect, remodel, repair, construct and/or reconstruct any and all buildings, houses, or othe~ structures necessary, proper or incident of the carrying out of the objects and purposes stated herein. The Corporation shall have full powers of management, investment, reinvestment, and the collection of all rents, revenues, issues and profits arising therefrom. ARTICLE V The duration of the Corporation is perpetual. ARTICLE VI The Corporation shall not have members. ARTICLE VII The election of the directors (which may be termed its t~~~tees) of the Corporation, of which there shall be at least three, shall be by the directors of the Corporation. At each annual meeting of the Board of Directors, the board shall elect the individuals who are to serve as members of the board for the next succeeding term of office. Whenever a vacancy on the Board of Directors occurs, for any reason, other than expiration of a member's term, the vacancy may be filled by the remaining members of the Board of Directors at the next regular or special meeting to complete the unexpired term. ARTICLE VIII The directors of the Corporation shall consistent with these articles and the bylaws to regulate the internal affairs of the establish its policies. have full authority, of the Corporation, Corporation and to - 4 - ARTICLE IX Upon any dissolution or final liquidation of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all the lawful, debts and liabilities of the Corporation, distribute all of the assets of the Corporation to one or more of the following categories of recipients as the Board of Directors of the Corporation shall determine: (a) A non-profit organization or organizations which may have been created to succeed the Corporation, as long as such organization or each of such organizations shall then qualify as a governmental unit under section 170(c) of the Internal Revenue Code of 1986 or as an organization exempt from federal income tax under section SOl(a) of such Code as an organization described in sections 170(c) (2) and 50l(c)(3) of such Code: and/or (b) A non-profit organization or organizations having similar aims and objects as the Corporation and which may be selected as an appropriate recipient of such assets, as long as such organization or each of such organizations shall then qualify as a governmental unit under section 170(c) of the Internal Revenue Code of 1986 or as an organization exempt from federal income tax under section SOl(a) of such Code as an organization described in Sections 170(c)(2) and SOl(c)(J) of such Code. ARTICLE X References herein to sections of the Internal Revenue Code of 1986 are to provisions of such Code as those provisions are now enacted or to corresponding provisions of any future United States internal revenue law. - 5 - ARTICLE XI The post office address of the initial registered office is Robinson Hall II, Room 3632, George Mason University, 4400 University Drive, Fairfax, Virginia 22030. The name of the county in which the initial registered office is located is the county of Fairfax. The name of its initial registered agent is Jack High, who is a trustee of the Corporation and a resident of the Commonwealth of Virginia, and whose business office is the same as the registered office of the Corporation. ARTICLE XII constituting the initial Board of. The number of directors Directors of the Corporation is four and the names and address of the persons who are to serve as initial directors until the first annual meeting or until their successors be elected and qualified are: Richard Jack H. Fink c. Lavoie Karen I. Lane 22033 8523 Virginia Avenue Annandale, Virginia 22003 High Donald 4116 Meadow Hill Fairfax, Virginia Vaughn 12260 Exbury St. Herndon, Virginia 22070 4534 Gilbertson Road Fairfax, Virginia 22032 ARTICLE XIII The name and address Richard Jack c. I. 4116 Meadow Hill Fairfax, Virginia is: Lane 22033 8523 Virginia Avenue Annandale, Virginia 22003 High Donald Karen H. Fink of ea.ch incorporator Lavoie Vaughn 12260 Exbury St. Herndon, Virginia 22070 4534 Gilbertson Road Fairfax, Virginia 22032 I I, ?3?Bonald C. Lafbie Km 3? \fm *4 Karen I. Vaughn 7 STATECORPORATION COMMISSION ~ ~~ t4, w, 'tf~ August 14, 1987 o/ ·~ lhd /he,~ CENTER FOR THE STUDY OF MARKET INC. llPa4, tk, ~ ituued and~ ~and~~- PROCESSES, w, ~ ln/ tk, a.ndlhdtk.uud~ui,~W,U. Grantors and contributors may rely on this determination unless the Internal Revenue Service publishes notice to the contrary. However, if you lose yo~r section 509(a)(1) status, a grantor or contributor may not rely on this determination if he or she was in part responsible for, or was aware of, the act or failure to act, or the substantial or material change on the part of the organization that resulted in y,:>ur loss •Jf such status, or if he or she ~acquired knowledge that the Internal Revenue Service had given potice that you a section 509(a) (1) organization. w,::,uld no longer be classified as If we have indicated in the heading of this letter that an addendum applies, the addendum enclosed is an integral part of this letter. Because this foundation status, letter could help resolve .iny questi,::,ns about your priv.ite please keep it in your per111anent rec,:>rds.·- -2- CENTERFOR THESTUDYOF MARKET If you have any questions, please telephone number are shown above. Enclosure: Addendum contact the person whose name and -3- CENTER FOR THESTUDYOF MARKET Guide I ines under which private foundati,:>ns 111ayrely on this determination, for gifts, grants, and contributions made after March 13, 1989, were I ibera I ized and pub I ished in Rev. Proc. 89-23, Cumulative Bui let in 1989-1, page 844. You are required to make available for public inspection a copy of your exemption application, and supporting documents, and this exemption letter. If you are required to file an annual information return, you are also required to make a copy of the return available for public inspection for three years after the return is due. Failure to make these documents available for public inspection may subJect you to a penalty of $10 per day for each day there is a failure to comply Cup maximumof $5,000 in the case of an annual return). See Internal Revenue Service Notice 88-120, 1988-2 C.B. 454 for additional inf onnat ion.