Articles of Incorporation
We, the undersigned Officers and Directors, hereby restate the articles of the non-stock corporation formed under the provisions of Chapter 10 of Title 13.1 of the Code of Virginia on June 10, 1970, and to that end set forth as follows:
FIRST: The name of the corporation is ALBEMARLE AMATEUR RADIO CLUB, INC.
SECOND: The purposes for which the corporation is organized is as follows:
(1) The primary purposes are to operate a non-stock corporation for educational and scientific purposes as follows:
(a) To educate and increase the proficiency of its members in the science of radio communication.
(b) To provide for dissemination of information among its members concerning scientific advancement and progress in the field of radio communication.
(c) To organize and train units of licensed radio amateurs capable of maintaining radio communication as a public service during periods of emergency.
(d) To encourage and sponsor experimental activities in radio communications and electronics, to the end that skills and experience gained in amateur radio will further the application of electronics to the benefit of the public at large.
(e) To pursue such other related educational and charitable purposes as are permitted by Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended.
(2) The general purposes and powers are to have and exercise all rights and powers conferred on non-stock corporations under the laws of Virginia, including the power to contract, rent, buy or sell personal or real property, provided, however, such powers and authority shall be limited to those which are in the furtherance of the exempt purposes of organizations set forth in Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended, under which the Corporation shall apply for a tax exemption.
(3) No part of the income of the corporation shall inure to the benefit of any member, trustee, director, officer of the corporation or any private individual except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes, and no member, trustee, director, officer or private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation.
(4) The Corporation shall distribute its income for each taxable year at such time and in such manner as not to subject it to tax under Section 4942 of the Internal Revenue Code of 1954, as amended, and specifically, the Corporation shall not:
(a) engage in any act of self-dealing as defined in Section 4941 (d) of the Code;
(b) retain any excess business holdings as defined in Section 4943 (c) of the Code;
(c) make any investments in such a manner as to subject the Corporation to tax under Section 4944 of the Code;
(d) make any taxable expenditures as defined at Section 4945 (d) of the Code.
Pursuant to Section 501 (c) (3) of the Code, the activities of the Corporation shall not include engaging in propaganda or otherwise attempting to influence legislation, or participating in or intervening in any political campaign on behalf of any candidate for public office, including publication or distribution of statements for any candidate.
THIRD: The qualifications of members of this corporation, the different classes of membership, the voting rights of members, the amounts of dues payable, the number of directors and officers and the method of their election and other details of the internal operation of this Corporation shall be set forth in the By-laws.
FOURTH: The general management of the affairs of this Corporation shall be be under the control, supervision and direction of the Board of Directors.
FIFTH: The registered
office of said corporation in the
SIXTH: The current Board of Directors of the corporation are as follows:
Harry L. Beazell, Vice
President
Rt. 1, Box 178
Keswick, VA 22947
Edwin J. Bernet , Treasurer
2104 Twyman Road
Charlottesville, VA 22903
Eugene V Bossieux Jr.
2529 Woodland Drive
Charlottesville, VA 22903
David L. Brown, Recording Sec
2216 Dominion Drive.
Charlottesville, VA 22901
John D. Gray , President
110 Carrsbrook Court
Charlottesville, VA 22901
Hein Hvatum
104 Lancaster Court
Charlottesville, VA 22901
Wm. J. Dichel, Corresponding Sec.
Rt. 1 Box 293, Farm Colony,
Stanardsville, VA 22973
SEVENTH: Procedures
for dissolution shall follow the same procedure as for amending the Charter.
Upon enactment of the motion of dissolution, the full members present shall
appoint a board of three trustees. These trustees shall take charge of all the
assets of the Corporation, including money and property, dispose of the
saleable assets, and make final payment of all debts of the corporation. They
shall notify the State Corporation Commission and the Internal Revenue Service
of the dissolution and make final payments to these agencies. Within one year
from the date of enactment of the motion of dissolution, any residue of the
assets of the corporation shall be turned over to the American Radio Relay
League, Inc., Newington, Connecticut, an organization exempt from taxation
within the meaning of Section 501 (c ) (3) of the
Internal Revenue Code, for purposes consistent with those described in Internal
Revenue Code Section 501 (c) (3).
Should the American Radio Relay League, Inc., Newington, Connecticut, refuse the distribution not be tax exempt within the meaning of Section 501 (c ) (3) of the Internal Revenue Code or not exist at the time of dissolution, then upon the dissolution of the corporation, assets shall be distributed for one or more tax exempt purposes within the meaning of Section 501 (c ) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Circuit Court of the City or County, Courts of Competent Jurisdiction (Courts of Common Pleas) in which the principal office of the Corporation is then located, exclusively for such purpose or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
In Witness Whereof, the undersigned have hereunto set their hands and seals this 30th day of January, 1987 in their original form.
s/s John D. Gray s/s David L. Brown
We the undersigned, Officers of the Albemarle Amateur Radio Club, Inc., do certify that these Articles of Incorporation contain amended Articles Two through Seven. These amendments were approved by unanimous consent of the Members on November 11, 1986.
s/s John D. Gray – President s/s David L. Brown - Recording Secretary
Article Seventh of
these articles was further amended in a filing with the State Corporation
Commission on March 25, 2009 to obtain a Letter of Determination from the IRS
that the corporation meets the requirements of Section 501(c)(3)] of the
Internal Revenue Code to be determined a non-profit organization. The Amendments were adopted by unanimous consent of the Members.
Attest: /s/ David N. Damon, President