ARTICLES OF INCORPORATION
VIRGINIA NONSTOCK CORPORATION
The undersigned, pursuant to Chapter 10 of
Title 13.1 of the Code of Virginia, states as follows:
1. The name of the corporation is Appalachian Cave Conservancy
2. The corporation
is to have two classes of members: Individual and Organizational.
3. The
corporation is organized exclusively for charitable, educational, scientific
and conservation purposes as provided under §501(c)(3) of the Internal
Revenue Code of 1986, as amended (hereinafter the "Code").
4. The
directors of the corporation shall be elected by the members at the annual
meeting as described in the bylaws.
5. The name
of the corporation's initial registered agent is John M. Wilson who is a
resident of
6. The
corporation's initial registered office address, which is identical to the
business office of the initial registered agent, is
7. The
initial directors are:
|
Terri
Brown Don
Feathers Paul
Gaskins Renee
Gaskins |
Bill
James Jason
Lachniet Tony
McGee Tanya
McLaughlin Rickey
Shortt |
Robert
Spiegel Joel
Stevenson John
M. Wilson Mary
Wilson |
7. No part of the net earnings of the
corporation shall inure to the benefit of, or be distributable to its members,
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 Article Three. 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 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 of these articles, this corporation shall not, except to an
insubstantial degree, engage in any activities or exercise any powers that are
not in furtherance of the purposes of this corporation nor shall the
corporation carry on any activities not permitted to be carried on by:
(a) a
corporation exempt from federal income tax under Section 501(c)(3) of the Internal
Revenue Code of 1986 (or the future United States Internal Revenue
Law); or
(b) under
§170(c)(2) of the Internal Revenue Code of 1986 (or the future United States
Internal Revenue Law).
8. The directors shall not be personally
liable to the corporation for monetary damages for breach of fiduciary duty as
a director, provided that the foregoing shall not limit the liability of a
director for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law.
9. Each director, officer and employee of
the corporation shall be entitled to all indemnification rights and protections
now or hereafter available under applicable
10. Upon the dissolution of the corporation,
the Board of Directors shall, after paying or making provisions for the payment
of all liabilities of the corporation, dispose of all the assets in such a
manner, or to such organization or organizations organized and operated
exclusively for charitable, educational, religious, or scientific purpose as
shall at the time qualify as an exempt organization under §501(c)(3) of the Internal
Revenue Code of 1986 (or the future United States Internal Revenue
Law), as the Board shall determine or to the federal, state or local government
for exclusively public purposes. Any
such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction
of the county in which the principal office of the corporation is then located,
exclusively for such purposes or to such organization or organizations, as said
Court shall determine, which are organized and operated exclusively for such
purposes.
11.
Incorporator:
____________________________________ John M. Wilson
SIGNATURE PRINTED
NAME
State
Corporation Commission
This is to certify that the certificate
of incorporation of Appalachian Cave
Conservancy was this day issued and admitted to record in
this office and that the said corporation is authorized to transact its business
subject to all
Effective date
State Corporation Commission
Attest: Joel H. Peck
Clerk of the Commission