ARTICLES OF INCORPORATION OF THE GRAYSON COUNTY, VIRGINIA HERITAGE FOUNDATION (With revisions approved July 2010)
To: Secretary of the Commonwealth, Richmond, Virginia.
We, the undersigned natural persons of the age of eighteen years or more, acting as incorporators of a corporation, adopt the following Articles of Incorporation for such corporation pursuant to the Virginia Non-Profit Corporation Act:
1. The name of the corporation is Grayson County, Virginia Heritage Foundation.
2. The period of its duration is perpetual.
3. The purpose or purposes for which the corporation is organized are as follows: To be a non-profit corporation (without capital stock), which shall be operated exclusively for educational, charitable and scientific purposes. Such educational, charitable, and cultural purposes shall include carrying on activities:A. To facilitate and support educational, historical and heritage activities of the foundation, and to stimulate the involvement of the Grayson County, Virginia community, and others interested in the goals of the foundation.B. To educate the public at large concerning the cultural and historical identity of Grayson County, Virginia and the New River Valley;C. To promote educational applications of the historical and cultural identity for the benefit of the public at large;D. To provide a forum for exploration of new avenues into research to meet the goals of the foundation, and to stimulate collaboration among organizations in their operational use of the cultural and historical resources available, or which may become available in the future. To exercise all the powers conferred upon corporations formed under the Virginia Non-Profit Corporation Act in order to accomplish the corporation’s educational, charitable and cultural purposes; and to take other actions necessary or convenient to effect any or all of the purposes for which the corporation is organized.
4. The corporation shall not issue any capital stock.
5. The corporation shall have classes of members, and the qualifications, and rights of the members, including any right to vote, shall be as provided in the by-laws.
6. The board of directors of the corporation shall be known as the Board of Trustees. Except for the initial Board of Trustees, whose names are set forth in these Articles of Incorporation, the manner in which the Trustees are to be elected or appointed shall be a general election by the membership.
7. Provisions for the regulation of the internal affairs of the corporation, including provisions for the distribution of assets on dissolution or liquidation, are:A. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, any of the Trustees or officers or members of the corporation, or any other person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation. The corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.B. The Articles of Incorporation may be amended by the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office, except that unanimous consent of the members of the Board of Trustees then in office shall be required for any amendment of this Article 7.C. Upon the liquidation, dissolution, or winding up of the corporation, after all of its liabilities and obligations have been paid, satisfied and discharged, or adequate provision has been made therefore, all of the assets of the corporation shall be distributed exclusively for such educational, charitable and scientific purposes as the Trustees (or such other persons as may be in charge of liquidation) shall determine, provided that such distributions shall be made to one or more organizations which qualify as exempt organizations under Section 501(c)(3) of the United States Internal Revenue Code as amended (or corresponding provisions of any future United States Internal Revenue law).
8. The address, including street and number, of the initial registered office of the corporation is PO Box 679 578 F East Main Street, Independence, VA 24348 in the county of Grayson and the name of the initial registered agent at such address is Carole A. Waters. This initial registered agent is a resident of Virginia and an initial director of the corporation.
9. The number of Trustees constituting the initial Board of Trustees of the corporation is eighteen, and the names and addresses, including street and number, if any, of the persons who are to serve as the initial Trustees until the first annual meeting or until their successors be elected and qualify are:
________________________________ Carole A. Waters
________________________________ Walter G Wetmore
Author’s Name and Address:
Jeffrey C. Weaver
Note: Address information has been removed from this copy for security reasons. People needing to obtain contact information for board members may contact the Foundation’s office.
Walter G. Wetmore – Chair
Ted S. Lundy – Vice-chair
Eleanor J. Cox – Treasurer
Carole A. Waters – Secretary
Donna Kirk Correll
Shirley Cox Gordon
Rodney A. Johnson
Laverne Spencer Kiser
Chrissie Anderson Peters
Trula Fay Purkey
Susan Taylor Woodson