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Roanoke City Public Schools Education Foundation, Inc. Amended and Restated Articles of Incorporation

 

The undersigned, on behalf of the nonstock corporation set forth below, pursuant to Title 13.1, Chapter 10, Article 10 of the Code of Virginia, states as follows:

ONE:

The name of the corporation is the Roanoke City Public Schools Education Foundation, Inc.

TWO:

The Articles of Incorporation are amended and restated in their entirety as more specifically set forth below.

THREE:

The Amended and Restated Articles of Incorporation were adopted by the Corporation on August 2, 2011.  The adoption of the Amended and Restated Articles of Incorporation was duly approved by the Board of Directors by a vote of at least two thirds (2/3) of the Directors in office.  Member approval of the Amended and Restated Articles of Incorporation was not required because the Corporation has no members.

FOUR:

The Amended and Restated Articles of Incorporation follow:

Article I Name


The name of the corporation is the Roanoke City Public Schools Education Foundation, Inc. (the “Foundation”).

Article II Purpose


This Foundation is organized exclusively for charitable and educational purposes with emphasis on promoting, assisting and encouraging educational activities and endeavors of every kind and description, of, for, or connected with, the Roanoke City Public Schools, their administrators, teachers, and students, alone or in cooperation with governmental or other private bodies or agencies.  In furtherance thereof, the Foundation’s purposes shall include the following:

 

  1. To develop alternative financial resources for educational programs supported by the Roanoke City Public Schools.

  2. To enhance and diversify educational opportunities for the administrators, teachers, and students of the Roanoke City Public Schools.

  3. To stimulate school administration and teaching methods.

  4. To develop and promote interest in education.

  5. To engage in any and all lawful activities incidental to the foregoing purposes except as limited herein.

  6. To solicit, use and administer gifts, grants, bequests, and devises for the foregoing purposes.

  7. To develop and promote an alumni association for Roanoke City Public School graduates in order to support the purposes of the Foundation.

Article III Distributions


No part of the net earnings of the Foundation shall inure to the benefit of or be distributable to its incorporator, directors, officers or other private persons except that the Foundation 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 II hereof.  No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation and the Foundation 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.

Article IV Dissolution


Upon the dissolution of the Foundation, and after all of its liabilities and obligations have been paid, satisfied and discharged or adequate provisions made therefore, all of the Foundation’s remaining assets shall be distributed to the Roanoke City Public School Board (the

“School Board”), for the purposes of use by that public school system.  Any such assets not so distributed shall be distributed, at the direction of the School Board, to any other organization that is organized and operated exclusively for educational or charitable purposes within the meaning of Sections 501(c)(3) and 170(c)(2)(B) of the Internal Revenue Code.  Dissolution may be proposed by either the Board of Directors or the School Board.  Either Board may condition its submission of proposal for dissolution on any basis.  Dissolution shall be affected by a three fourths (3/4) majority vote of the Roanoke School Board.

Article V Members

The Foundation shall have no members.

Article VI Directors

 

6.1       Number and Term.  The Board of Directors shall consist of a minimum of eleven (11) and a maximum of thirty (30) directors.  The number of directors may be increased or decreased from time to time by the Board of Directors.  The number of directors shall be divided into three groups with each group containing one third of the total, as nearly equal in number as possible.  The initial term of the directors in the first group shall be for one (1) year.  The initial term of the directors in the second group shall be for two (2) years and the initial term of the directors in the third group shall be for three (3) years.  At each annual meeting of directors, one group of directors shall be appointed for a term of three years to succeed those whose terms expire.

6.2       Nominating Committee.  The Nominating Committee shall consist of a minimum of six (6) members to be appointed by the Chairman of the Board of Directors    The Nominating

Committee shall decide upon a slate of nominees required to fill the positions of retiring Directors at least thirty (30) days prior to any meeting of the Foundation at which time an appointment of the appointed Directors is to be held (including any election to fill a vacancy) and shall present such slate to the Foundation for approval by a majority of the Board of Directors  at least twenty (20) days prior to such meeting.  The Nominating Committee shall consult with appropriate authorities and resources regarding recommendations for viable candidates to serve as Directors on the Board of Directors.  No person shall be nominated or appointed to or be approved by the Foundation as an appointed Director who has not been presented to the Board of Directors  by the Nominating Committee in accordance with this Section 6.2 or as granted approval by Section 2.3 of the Amended and Restated Bylaws.

6.3       Election.  The initial Directors shall be appointed by the School Board.  After the appointment of the initial Board of Directors, Directors shall be appointed as set forth in the Amended and Restated Bylaws of the Foundation.  Directors need not be residents of the City of Roanoke, Virginia.  No appointed Director shall be eligible for election to the Board of Directors who shall have previously served as an appointed Director of the Foundation for more than two (2) consecutive three (3) year terms unless there is at least a one (1) year lapse between the previous terms and the new term .  A Director appointed to fill an unexpired term shall be eligible to serve two (2) additional three (3) year terms upon completion of the unexpired term.  The term limit shall not apply to a Director who is serving as an officer or as a member of the

Executive Committee until this service is completed. No individual shall be appointed as an Appointed Director without his prior consent.  The bylaws may prescribe additional qualifications for an Appointed Director.

Article VII Registered Office and Registered Agent

 

The address of the initial registered office of the Foundation, which is located in the City of Roanoke, Virginia, is 10 Franklin Road SE, Suite 800, Roanoke, Virginia  24011.  The Initial registered agent of the Foundation is Wilburn C. Dibling, whose business office is 10 Franklin Road SE, Suite 800, Roanoke VA 24011 and who is a resident of Virginia and a member of the Virginia State Bar.

Article VIII Limit on Liability and Indemnification

 

8.1       Limit on Liability.  In every instance in which the Virginia Nonstock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of liability for directors or officers of a corporation to the corporation, the directors and officers of the Foundation shall not be liable to the Foundation.

8.2       Mandatory Indemnification.  The Foundation (the term “Foundation” as used in this Section8.2 shall mean this Foundation only and no previous entity or other legal entity) shall indemnify any individual who is, was or is threatened to be made, a party to a civil, criminal, administrative, investigative or other proceeding (including a proceeding by or in the right of the

Foundation) because such individual is or was acting in his capacity as a director or officer of the Foundation.  Liabilities and expenses incurred by an officer or director of the Foundation because of his or her willful misconduct or knowing violation of the criminal law shall not be reimbursed.  Before any indemnification is paid a determination shall be made that indemnification is permissible in the circumstances because the person seeking indemnification has met the standard of conduct set forth above.  Such determination shall be made in the manner provided by Virginia law for determining that indemnification of a director is permissible, provided, however, that if a majority of the directors of the Foundation has changed after the date of the alleged conduct giving rise to a claim for indemnification, the determination that indemnification is permissible shall, at the option of the person claiming indemnification, be made by special legal counsel agreed upon by the Board of Directors and said person.  Unless a determination has been made that indemnification is not permissible, the Foundation shall make advances and reimbursement for expenses incurred by any of the persons named above upon receipt of an undertaking from him or her to repay the same if it is ultimately determined that such individual is not entitled to indemnification.  The Foundation is authorized to contract in advance to indemnify any of the persons named above to the extent it is required to indemnify them pursuant to this Section 8.2.

8.3       Miscellaneous. (a)  The rights of each person entitled to indemnification under this Article shall inure to the benefit of such person’s heirs, executors and administrators.  Indemnification pursuant to this Article shall not be exclusive of any other right of indemnification to which any person may be entitled, including indemnification pursuant to a valid contract, indemnification by legal entities other than the Foundation or indemnification under policies of insurance purchased and maintained by the Foundation or others.  However, no person shall be entitled to indemnification by the Foundation to the extent he is indemnified by another, including an insurer.

                      (b)  Notwithstanding the foregoing provisions of this Article, during any period that the Foundation is classified as a private foundation under the Internal Revenue Code, the Foundation shall not indemnify any person otherwise entitled to indemnification pursuant to the provisions of this Article or purchase insurance to provide such indemnification if such indemnification or purchase of insurance is an act of self-dealing as defined in Section 4945(d) of the Internal Revenue Code.

Article IX Internal Revenue Code References

 

Each reference in these Articles of Incorporation to a Section of the Internal Revenue Code means such Section of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any subsequent federal tax law (the “Code”).

Article X Annual Audit

 

The Roanoke Public Schools Education Foundations shall be audited annually by or at the direction of the Roanoke Public School Board. 

Article XI Required Vote for Certain Actions

 

The following matters shall require the affirmative vote of a majority of the directors then in office:  (i) any further amendment to these Amended and Restated Articles of Incorporation;  (ii) the adoption, amendment or repeal of the Amended and Restated Bylaws;  (iii) the approval of a plan of merger or consolidation;  (iv) the approval of the sale, lease or exchange, or the mortgage, pledge or other disposition of all, or substantially all, of the property and assets of the Foundation; or (v) the approval of a plan to dissolve.

 

BOARD OF DIRECTORS OF THE ROANOKE CITY                                            
PUBLIC SCHOOLS EDUCATION FOUNDATION, INC.

 

Date:  September 2, 2011         By:                                                                                 

                                                                  Lee Wilhelm, Co-Chairmen

 

                                         By:                                                                                   

                                                                  Duke Baldridge, Co-Chairmen 

 

Attest:

 

                                                                        

Cynthia H. Poulton, Secretary

40 Douglass Avenue NW, Roanoke, VA 24012 Phone 540-853-2502