ࡱ> WYX!` Q(bjbj\\ >3 N N N N  &&&8:&V&4 .>&&&&&'''i.k.k.k.k.k.k.$(0h2. #+''#+#+.N N &&.---#+|N &z &i.-#+i.--l  -&& C&+p-U..0.-H3,*H3-H3 -'Y(-(lK)'''..9-|'''.#+#+#+#+ $$  N N N N N N  DRAFT USE F11 TO GET TO FORM FIELDS ARTICLES OF INCORPORATION OF THE HAMPTON MILITARY HISTORY FOUNDATION ARTICLEI NAME The name of the Corporation is The Hampton Military History Foundation. ARTICLEII PURPOSES The Corporation is organized to receive, maintain and administer assets in perpetuity exclusively for the following purposes: (a) Preserving and promoting community awareness, recognition and appreciation of the military heritage of the City of Hampton, Virginia (Hampton), the contributions of military installations to the Hampton community, and the continuing contributions of Hampton residents to the governments uniformed services. (b) Such other charitable, scientific, literary and educational purposes as the Board of Directors may from time to time determine; and (c) Using and applying the whole or any part of the income and principal from its assets for the foregoing purposes either directly or by contributions to Hampton, divisions or departments thereof, or other organizations that qualify as exempt organizations under Section501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). ARTICLE III TAXEXEMPTOPERATIONS The Corporation shall have and may exercise all powers and authorities now or hereafter conferred upon nonstock corporations under the laws of Virginia. However, no part of its net earnings shall inure to the benefit of any incorporator, director, or officer of the Corporation or any private individual, except that reasonable compensation may be paid for services rendered to or for the Corporation effecting one or more of the Corporation's purposes. No incorporator, director, officer or private individual shall be entitled to share in the distribution of any corporate assets upon its dissolution. No part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as and to the extent permitted by the provisions of the Code or similar statutes, for organizations exempt from Federal income taxes pursuant to Section501(c)(3) of the Code or similar statutes), and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (a)by a corporation exempt from Federal income tax under Section501(c)(3) of the Code or (b)by a corporation, contributions to which are deductible under Section170(c)(2) of the Code. As a means of accomplishing its charitable purposes for any time during which the Internal Revenue Service does not recognize the Corporation as a public charity, the Corporation shall distribute for each taxable year sufficient income and principal at such times and in such manner as to avoid subjecting the Corporation to tax under Section 4942 of the Code. Further, for any time during which the Internal Revenue Service does not recognize the Corporation as a public charity, neither the Corporation, nor anyone on its behalf, shall (a)engage in any act of selfdealing (as defined in Section 4941 of the Code), (b)retain any excess business holdings (as defined in Section 4943 of the Code), (c)make investments in such a manner as to subject the Corporation to tax under Section4944 of the Code, or (d)make any taxable expenditures (as defined in Section4945 of the Code). ARTICLEIV MEMBERS The Corporation shall have no members. ARTICLEV BOARDOFDIRECTORS (a) The number of directors shall be five (5). (b) There shall be three (3) classes of directors, as is hereinafter set forth: (i) Two (2) directors (the Ex-Officio Directors) shall be the individuals holding the following offices: Mayor of Hampton and City Manager of Hampton. (ii) One (1) director (the Council Director) shall be a member of the Hampton City Council elected to serve as the Council Director by majority vote of the Hampton City Council. The initial Council Director shall hold office for a term expiring at the second annual meeting of the Board of Directors. Each succeeding Council Director shall hold office for a term of two (2) years. An individual may serve as the Council Director for a maximum of two (2) consecutive terms. Any vacancy in the office of Council Director shall be filled by majority vote of the Hampton City Council, with such successor serving for the remainder of the term of the replaced Council Director. Such partial term shall not be treated as a term of office for purposes of the two (2) term limit. (iii) Two (2) directors (the Public Directors) shall be elected by majority vote of the Ex-Officio Directors and the Council Director. The initial Public Directors shall hold office for a term expiring at the second annual meeting of the Board of Directors. Each succeeding Public Director shall hold office for a term of two (2) years. An individual may serve as a Public Director for a maximum of two (2) consecutive terms. Any vacancy occurring among the Public Directors shall be filled by majority vote of the Ex-Officio Directors and the Council Director, with such successor serving for the remainder of the term of the replaced Public Director. Such partial term shall not be treated as a term of office for purposes of the two (2) term limit. ARTICLEVI INITIALBOARDOFDIRECTORS The number of directors constituting the initial Board of Directors is five (5) and the names and addresses of the persons who are to serve as initial directors are: Name Address Hon. Ross A. Kearney, II Hampton City Hall 8th Floor 22 Lincoln St. Hampton, VA 23669 Hon. Charles N. Sapp Hampton City Hall 8th Floor 22 Lincoln St. Hampton, VA 23669 Jesse T. Wallace Hampton City Hall 8th Floor 22 Lincoln St. Hampton, VA 23669 Tommy Thompson 66 Howe Rd. Hampton, VA 23669 John Quarstein 20 Channel Lane Hampton, VA 23664 ARTICLE VII DISSOLUTION Upon the dissolution of the Corporation, the Board of Directors, after paying or making provision for the payment of all liabilities of the Corporation, shall convey any remaining assets of the Corporation to an organization or organizations chosen by the Board of Directors which is exempt from Federal income taxation under Section 501(c)(3) of the Code or to the City of Hampton, the Commonwealth of Virginia, or any agency of either, for a public purpose. ARTICLEVIII LIABILITYANDINDEMNIFICATION (a) To the full extent that the Virginia Nonstock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors or officers, a director or officer of the Corporation shall not be liable to the Corporation for monetary damages. (b) To the full extent permitted and in the manner prescribed by the Virginia Nonstock Corporation Act and any other applicable law, the Corporation shall indemnify a director or officer of the Corporation who is or was a party to any proceeding by reason of the fact that he or she is or was such a director or officer or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. (c) Reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. ARTICLE IX REGISTEREDAGENTANDOFFICE The post office address of the initial registered office shall be c/o Office of the City Attorney, Hampton City Hall, 8th Floor, 22 Lincoln Street, Hampton, Virginia 23669, in the City of Hampton. The initial registered agent shall be Cynthia E. Hudson, who is a resident of the Commonwealth of Virginia and a member of the Virginia State Bar, and whose business address is the same as the address of the initial registered office. 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