FAL Articles of Incorporation

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FAL Articles of Incorporation Powered By Docstoc
					                    Articles of Incorporation
                 of The Fairfax Art League, Inc.

    The undersigned, a majority of whom are citizens of the
United States, desiring to form a Non-Profit Corporation under
the Virginia NonStock Corporation Act, Chapter 10 of Title 13.1,
do hereby certify:

    First:     The name of the Corporation shall be The Fairfax
               Art League, Inc.



   Second:     The place in this state where the principal office
               of the Corporation is to be located is the City of
               Fairfax.



    Third:     Said Corporation is organized exclusively for
               charitable and educational purposes, including,
               for such purposes, the making of distributions to
               organizations that qualify as exempt organizations
               under 501(c) (3) of the Internal Revenue Code, or
               corresponding section of any future federal tax
               code.



   Fourth:     The term for which the corporation is to exist is
               perpetual.



    Fifth:     Said Corporation is to have one class of members.




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               Membership eligibility of this class is set forth
               in the by-laws.

 Sixth:        The Corporation is to be managed by a Board of
               Directors which shall be elected annually by a
               majority vote of the members.




Seventh:       The following individuals comprise the Board of
               Directors of the Fairfax Art League, Inc.:

           Kathryn Higgins (Chairman)          Deborah Smith
           3231 Plantation Parkway             10911 Scott Dr.
           Fairfax, VA 22030                   Fairfax, VA 22030
           Tatyana Hassan                      Beatrice C. Ryan
           3180 Readsboro Court                4913 Bristow Dr.
           Fairfax, VA 22031                   Annandale, VA 22003
           Katherine Cardin                    Barbara E. Perris
           10025 Mosby Wood Dr., #144          9808 Haviland Ct.
           Fairfax, VA 22030                   Fairfax, VA 22030
           Vaughn L. Jackson                   Kathryn Mahoney
           11600 Ten Penny Drive               9909 Duncan Street
           Fairfax Station, VA 22039           Fairfax, VA 22031
           Polly R. Haecker                    John W. Russell
           10008 Morningside Ct.               3505 Cornell Road
           Fairfax, VA 22030                   Fairfax, VA 22030
           Marie S. Addi                       Bonita Lestina
           3515 Wilson Street                  10025 Blue Coat Dr.
           Fairfax, VA 22030                   Fairfax, VA 22030
           Art Cole                            Coy Roy
           8755 Susquehanna Street             4345 Starr Jordan Dr.
           Lorton, VA 22079                    Annandale, VA 22003
Eighth:        The Corporation shall, to the fullest extent now




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or hereafter permitted by law, indemnify any
person who was or is a party or was or is
threatened to be made a party, to any threatened,
pending, or completed claim, action, suit, or
proceeding, whether civil, criminal,
administrative, or investigative (and whether
brought by or in the right of the Corporation), by
reason of the fact that the person is or was an
officer, director, trustee, employee, or
representative of the Corporation or is or was
serving at the request of the Corporation as a
representative or another Corporation,
partnership, joint venture, trust, or other
enterprise, against expenses (including attorney’s
fees), judgments, fines, and amounts paid in
settlement, actually and reasonably incurred by
the person in connection with such claim, action,
suit, or proceeding; provided, however, that the
person shall have acted in good faith and in a
manner the person reasonably believed to be in or
not opposed to the best interests of the
Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to
believe the person’s conduct was unlawful.    The
foregoing right of indemnification shall inure to
the benefit of the heirs, executors, and




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            administrators of each such person; shall not be
            exclusive of any other rights of indemnification
            to which any officer, director, trustee, or other
            person may be entitled in any capacity as a
            matter of law or under any by-law, agreement, vote of
            trustees, or directors, or otherwise; and shall
            continue as to each such person who has ceased to
            be an officer, director, or trustee.




  Ninth:    The Board of Directors may adopt By-laws for the
            corporation.    These By-laws may be amended from
            time to time in accordance with Chapter 10 of
            Title 13.1 of the Virginia NonStock Corporation
            Act.




  Tenth:    The name of the registered agent is as

            follows:

                   Kathryn Higgins, Chairman of the Board of
                   Directors of the Fairfax Art League, a
                   resident of the Commonwealth of Virginia,
                   3231 Plantation Parkway, Fairfax, Virginia
                   22030.

Eleventh:   The registered office address is:    Fairfax Art
            League, 3231 Plantation Parkway, Fairfax, Virginia
            22030.




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Twelfth:   No part of the net earnings of the Corporation
           shall inure to the benefit of, or be distributable
           to its members, 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 Article Third 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 in, or intervene in (including the
           publishing or distribution of statements) and
           political campaign on behalf of any candidate for
           public office.   Notwithstanding any other
           provision of these articles, the Corporation shall
           not carry on any other activities not permitted to
           be carried on (a) by a Corporation exempt from
           federal income tax under section 501(c)(3) of the
           Internal Revenue Code, or corresponding section
           of any future federal tax code, or (b) by a
           Corporation, contributions to which are deductible
           under section 170(c)(2) of the Internal Revenue
           Code, or corresponding section of any future
           federal tax code.




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Thirteenth:   The Corporation shall be managed at all times with
              policies and practices that provide for equal
              rights, privileges and opportunities to any
              persons regardless of race, sex, religion or
              national origin.

Fourteenth:   Upon the dissolution of the Corporation, assets
              shall be distributed for one or more exempt
              purposes within the meaning of section 501(c)(3)of
              the Internal Revenue code, or 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 in which the principal office of the
              Corporation is then located or such court as may
              be appropriate, exclusively for such purposes or
              to such organization or organizations, as said
              Court shall determine, which are organized and
              operated exclusively for such purposes.




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    In witness whereof, we have hereunto

Subscribed our names this           day of




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