The undersigned incorporator hereby forms a nonstock,
not-for-profit corporation under the Virginia Nonstock Corporation Act, Chapter
10, of Title 13.1 of the Code of Virginia, as amended, and to that end sets
forth the following:
1.Name.
The name of the Corporation is the Yarbrough National Genealogical &
Historical Association, Inc. (hereinafter referred to as the “Corporation”).
2.Purposes.
The purposes for which the Corporation is organized are:
(a)To discover and memorialize the genealogy and history of the Yarbrough
family and the history of the times and places in which the members of such
family lived; to discover, purchase, commission, or otherwise procure, and to
publish or otherwise preserve writings, newspapers, journals, and the like,
which shed light on the genealogy and history of the Yarbrough family; to
discover, procure, and preserve physical objects that may relate to the
genealogy and history of the Yarbrough family; and to hold regular meetings and
other activities for the education of the members of the Corporation;
(b)To promote and encourage historical research; to collect and preserve
records, relics, and other things of historical interest; and to foster and
promote public knowledge of, and interest in, local, national, and world
history;
(c)For charitable, religious, educational, and scientific purposes,
including, for such purposes, the making of distributions to organizations that
qualify as exempt organizations under §
501 (c) (3) of the Internal Revenue Code of 1986, as amended (the “Code”), or
the corresponding provision of any future tax law; and
(d)The transaction of any and all lawful business not required to be
specifically stated in these Articles of Incorporation for which corporations
may be incorporated under the Virginia Nonstock Corporation Act.
3.Powers. The
Corporation shall have all of the powers granted to nonstock corporations by
the Virginia Nonstock Corporation Act.
4.Restrictions
on Activities and Earnings. No part of the assets or net earnings of the
Corporation shall inure to the benefit of, or be distributable to, its members,
directors, trustees, officers, or other private persons, 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 set forth in Section 2 hereof. 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 not
participate or intervene (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 of these
Articles, the Corporations shall not carry on any other activities not
permitted to be carried on by a corporation exempt from federal income tax
under § 170 (c) (2) of the
Code, or the corresponding provision of any future federal tax law.
5.Membership.
The Corporation shall have members. The bylaws of the Corporation may
designate one or more classes of members, and may set forth the qualifications
and rights (including voting rights) of each designated class.
6.Registered
Office and Agent. The initial registered office is located in the County
of Fairfax, Virginia, and the address is 1320 Old Chain Bridge Mill Road,
McLean, VA, 22201. The name of the initial registered agent at such address is
David M. Davenport, who is a resident of the Commonwealth of Virginia and a
member of the Virginia State Bar.
7.Number
and Selection of Directors.
(a)All
directors shall be members of the Corporation, but a director need not be a
resident of the Commonwealth of Virginia.
(b)The size of the
Board of Directors shall be fixed by the bylaws.
(c)The initial
directors shall be elected by the incorporator of the Corporation. At the first
annual meeting of members and thereafter, directors shall be elected by the
members entitled to vote for directors. The bylaws of the Corporation shall
set forth the procedure by which directors are elected, including a provision
that one of more groups of directors shall be elected by a designated class or
classes of members.
(d)The term of office
for all directors shall be three (3) years. The terms of directors shall be
staggered by dividing the number of directors into three (3) groups, with each
group containing one-third (1/3) of the total, as near as may be, with the
initial terms of directors in the first group to expire at the first annual
meeting of members after their election, the initial term of the second group
to expire at the second annual meeting after their election, and the initial
term of the third group to expire at the third annual meeting after their
election. Thereafter, each group of such directors shall serve a term of three
(3) years, as established above.
(e)The Board of
Directors may have ex officio members, in accordance with the
bylaws.
8. Limitation
on Liability of Officers and Directors. An officer or director of the
Corporation who serves without compensation for his services shall not be
liable for damages in any proceeding brought by or in the right of the
Corporation, or brought by or on behalf of the members of the Corporation;
provided, however, that the liability of an officer or director shall not be
limited as provided in this Section 8 if the officer or director engaged in (I)
willful misconduct, or (ii) a knowing violation of criminal law.
9. Indemnification
of Directors, Officers, Employees, and Agents . The Corporation shall
indemnify an individual who is made a party to a proceeding because he is or
was a director, officer, employee or agent of the Corporation, against
liability incurred in the proceeding, to the extent provided for in this
Corporation’s bylaws.
10. Distribution of Assets
Upon Dissolution. Upon the dissolution of the Corporation, the Board of
Directors shall, after paying or making provision for the payment of all
liabilities of the Corporation, distribute all of the remaining assets of the
Corporation (I) for one or more exempt purposes within the meaning of § 501 (c) (3) of the Code, or the
corresponding provisions of any future federal tax law, (ii) to the federal
government, or (iii) to a state or local government, for a public purpose, as
the Board of Directors shall determine. Any such assets not so disposed of
shall be disposed of by the Circuit Court of the County in which the principal
office of the Corporation is then located, exclusively for such purposes or to
such organizations or organizations, as said Court shall determine, which are
organized and operated for such purposes.
11. Duration. The
Corporation shall have perpetual duration.
IN WITNESS WHEREOF, the
undersigned has executed these Articles of Incorporation this 28thday of June, 1990.
