Articles of Amendment and Restatement of Articles of Incorporation of Blue Ridge Community College Educational Foundation, Inc.
The undersigned nonstock corporation, pursuant to the applicable provisions of the Virginia Nonstock Corporation Act, as amended, hereby executes the following Articles of Amendment and Restatement and sets forth as follows:
- The Articles of Incorporation of the Blue Ridge Community College Educational Foundation, Inc. (the “Corporation”) are hereby amended and restated in their entirety and the Amended and Restated Articles of Incorporation of the Corporation are attached hereto as Exhibit A and incorporated herein by this reference (the “Amended and Restated Articles”).
- Pursuant to Va. Code ยง 13.1-885, the Amended and Restated Articles were approved and adopted by the vote of at least two-thirds (2/3) of the directors of the Corporation in office at a duly-called meeting of the Board of Directors of the Corporation held on February 15, 2011. The Corporation has no members.
The undersigned Chair of the Corporation declares that the facts herein stated are true.
(Signed 2/18/11 by Carolyn L. Beam, Chair)
Amended and Restated Articles of Incorporation of Blue Ridge Community College Educational Foundation, Inc.
Article I Name
The name of the Corporation is Blue Ridge Community College Educational Foundation, Inc.
Article II Purpose
This Corporation is organized and shall be operated only for the following non-profit educational and charitable purposes:
- To foster and promote the growth, progress, and general welfare of the Blue Ridge Community College (the “College”) and the Virginia Community College System and particularly, but without limitations, to:
- Provide money, personnel or other aids for the strengthening, development, and enlargement of the College and its programs now in existence or hereafter created;
- Make donations or contributions to, or assist in the support of, current College activities and undertakings or the establishment and support of any new functions and/or objectives;\
- Purchase or make contributions toward the acquisition of books, materials and equipment or the erection and construction of buildings and facilities, which will contribute to the educational and administrative resources of the College;
- Provide educational loans, scholarships or grants in aid for students of the College;
- Contribute to and make donations for any and all proper objects, projects, functions, services and activities now or hereafter carried on or sponsored by the College.
- To do all things which a Corporation of like character is, or may be authorized or permitted to do by the laws of the United States or the Commonwealth of Virginia, provided such things are in accord with the general educational and charitable purpose of this Corporation as described above, and the policies and regulations of the Virginia State Board for Community Colleges.
Notwithstanding the foregoing, the Corporation will not conduct or carry on any activity not permitted by any organization exempt from the Federal Income Tax pursuant to Section 501 (c)(3) of the Internal Revenue Code. 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 any candidate for public office. No part of the net earnings of the Corporation shall inure to the benefit of any member, trustee, director, officer or employee of the Corporation except that reasonable compensation may be paid for services rendered to or for the Corporation as the Board of this Corporation shall prescribe.
Article III Members
The Corporation shall have no members, the management of the Corporation being vested in the Board of Directors, and in such officers, agents, or employees as the Board shall elect or employ.
Article IV Directors
The Board of Directors of this Corporation shall consist of not fewer than three (3) persons and no more than twenty-five (25) persons. The current Board of Directors shall serve until the next annual meeting of the Board (i.e., the 2011 annual meeting). At such meeting, except as otherwise provided herein, the Directors in office will elect a Board of Directors that is divided into three groups as equal in number as possible, one group to serve a one (1)-year term, the second group to serve a two (2)-year term, and the third group to serve a three (3)-year term, in order to create staggered terms. At subsequent annual meetings of the Board of Directors, as close to one-third of the total number of Directors as possible shall be elected by the Directors in office for a three (3)-year term.
The President of the College shall be a Director of the Corporation, the Vice President of Financial and Administrative Services of the College shall be a Director of the Corporation, and at least one (1) of the Directors of this Corporation shall be appointed by the College Board of Directors from its membership. Except for the College’s President and Vice President of Financial and Administrative Services (who serve as Directors of the Corporation by virtue of
their office) and the Director appointed by the College Board, vacancies in the Corporation’s Board of Directors may be filled by the Board of Directors at any regular or special meeting. Persons so elected to fill a vacancy shall serve for the unexpired term of the Director whose vacancy i s so filled.
Following the completion of their first full three (3)-year term, members of the Board of Directors shall be eligible for election to a second three (3)-year term. The second three (3)-year term must be followed by a one (1)-year sabbatical. Members completing the one (1)-year sabbatical shall again be eligible for election to the Board of Directors.
In the case of Directors who are also officers of the Corporation, the term of appointment as a Director may be extended by the Board of Directors to allow the officers to complete their term of office.
Article V Liquidation
In the event of liquidation, dissolution, or termination of this Corporation by any means whatsoever, any assets available for distribution after provision for all obligations of this Corporation shall be distributed to the Virginia Foundation for Community College Education, Inc. or a similar tax-exempt organization selected by the Virginia State Board for Community Colleges. However, if the said foundation or similar tax exempt organization selected by the said State Board is, at the time of this Corporation’s dissolution, no longer in existence, no longer a qualified distributee, or unwilling or unable to accept the assets of this Corporation, then such assets will be distributed exclusively for charitable purposes to an organization ion or organizations which are qualified as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
Article VI Elimination of Liability and Indemnification
Section One – Elimination of Liability.
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 the directors or officers, a Director or officer of the Corporation shall not be liable to the Corporation for any monetary damages.
Section Two- Indemnification.
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, partner, trustee, officer, manager, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, against all liabilities and expenses incurred in the proceeding except such liabilities and expenses as are incurred because of his willful misconduct or knowing violation of the criminal law.
Section Three- Advances and Reimbursement of Expenses.
Unless a determination has been made that the indemnification is not permissible, the Corporation shall make advances and reimbursements for expenses incurred by a Director or officer in a proceeding upon receipt of an undertaking from him or her to repay the same, if it is ultimately determined that the Director or officer is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation of the Director or officer and shall be accepted without reference to his or her ability to make repayment. Unless a determination has been made that indemnification is not permissible, the Corporation is hereby empowered to contract in advance to indemnify and advance the expenses of any Director or officer.
Section Four- Procedure for Indemnification.
The determination to make advancements, reimbursements or indemnifications, or to contract in advance to do the same, shall be made by majority vote of a quorum of disinterested Directors. If a quorum of disinterested Directors cannot be obtained for any reason, then the determination shall be made by a majority vote of a committee designated by the Board of Directors, including interested Directors, the committee to consist only of disinterested directors, at least two (2) in number, or by special legal counsel selected by a quorum of disinterested Directors or by the committee described above. If neither a quorum of disinterested Directors nor a committee of at least two (2) disinterested Directors can be obtained, then the selection of the special legal counsel shall be made by a majority vote of the entire Board, including interested Directors.
Section Five – Persons Covered.
The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested Directors, to cause the Corporation to indemnify or contract in advance to indemnify any person not specified in Section Two of this Article who was or is a party to any proceeding, by reason of the fact that he or she is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, partner, trustee, officer, manager, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in Section Two.
Section Six- Changes in Board Composition.
In the event there has been a change in the composition of a majority of the Board of Directors after the elate of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to Section Two of this Article shall be made by special legal counsel agreed upon by the Board of Directors and the proposed indemnitee. If the Board of Directors and the proposed indemnitee are unable to agree upon such special legal counsel, the Board of Directors and the proposed indemnitee each shall select a nominee, and the nominees shall select such special legal counsel.
Section Seven – Applicability of this Article.
The provisions of this Article shall be applicable to all actions, claims, suits or proceedings commenced after the adoption hereof, whether arising from any action taken or failure to act before or after such adoption. No amendment, modification or repeal of this Article shall diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue or matter in any then pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act prior to such amendment, modification or repeal. Reference herein to Directors, officers, employees or agents shall include former Directors, officers, employees and agents and their respective heirs, executors and administrators.
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