Articles of Incorporation

RESTATED ARTICLES OF INCORPORATION OF PAUL D. CAMP COMMUNITY COLLEGE FOUNDATION

Article I

Name
The name of the Corporation is Paul D. Camp Community College Foundation.

Article II

Purpose
This Corporation is organized and shall be operated only for the following non-profit educational and charitable purposes:

a. To foster and promote the growth, progress, and general welfare of Paul D. Camp Community College and the Virginia Community College System and particularly, but without limitation, to:

1. Provide money, personnel, or other aids for the strengthening, development, and enlargement of the college and its programs now in existence or hereafter created;
2. 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;
3. Purchase or make contributions toward the acquisition of books, materials, and equipment of the erection and construction of buildings and facilities, which will contribute to the education and administrative resources of the college;
4. Provide educational loans, scholarships, or grants in aid for students of the college;
5. Contribute to and make donations for any and all property objects, projects, functions, services, and activities now or hereafter carried on or sponsored by the college.

b. 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 the 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. Furthermore, the Corporation will not, as a substantial part of its activities, attempt to influence legislation, or participate in or intervene in to any extent, in any political campaign for or against any candidate for political 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.

Notwithstanding any of the foregoing, no funds or other assets of this Corporation shall be used to supplement the operational budget of the college until same is approved by the Virginia State Board for Community Colleges. This same limitation is applicable also to any capital expenditures intended to benefit the college.

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 the Corporation shall consist of not less than four (4) persons, and no more than twenty (24) persons.

The President of the College shall be a Director.

Directors shall be appointed annually by the Board of Directors of the Corporation and shall serve for a term of one (1) year or until their successors are appointed. The College President shall be elected by the Board of Directors for a term concurrent with his or her office as College President.

Vacancies in the Board of Directors may be filled by the Directors of the Corporation at any regular or special meeting. If the vacancy so filled by the Directors be that of the College President, such vacancy shall be filled by the successor to such office. Any other vacancies filled shall be for the unexpired term of the Director whose vacancy is so filled.

All members of the Board of Directors shall be eligible for re-election to the Board, without limitation upon the number of successive terms.

Article V

Registered Agent
The initial registered office of the Corporation shall be located at 506 N. Main Street, Franklin, Virginia, 23851, in the City of Franklin, Virginia, and the initial registered agent shall be G. Elliott Cobb, Jr., who is a resident of Virginia and a member of the Virginia State Bar and whose business address is the same as the address of the initial registered office.

Article VI

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 a tax-exempt organization selected by the Virginia State Board for Community Colleges. However, if the named beneficiary 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 or organizations which are qualified as exempt organizations under section 501 (c) (3) of the Internal Revenue Code.

Article VII

Indemnification
The Corporation shall have power to indemnify its Directors, officers, and employees as provided for in Section 13.1-205 of the Code of Virginia, l950, as same may be amended from time to time.