ARTICLES OF INCORPORATION
THE YARBROUGH NATIONAL GENEALOGICAL &
HISTORICAL ASSOCIATION, INC.
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 §501c(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 28th day of June, 1990.
Amendment #1: This amendment replaces sub-paragraph 2.c, as follows:
Signed: /s/ James F. Yarbrough