ARTICLES OF INCORPORATION
VIRGINIA NONSTOCK CORPORATION
The undersigned, pursuant to Chapter 10 of Title 13.1 of the Code of Virginia, states as follows:
1. The name of the corporation is Appalachian Cave Conservancy
2. The corporation is to have two classes of members: Individual and Organizational.
3. The corporation is organized exclusively for charitable, educational, scientific and conservation purposes as provided under §501(c)(3) of the Internal Revenue Code of 1986, as amended (hereinafter the “Code”).
4. The directors of the corporation shall be elected by the members at the annual meeting as described in the bylaws.
5. The name of the corporation’s initial registered agent is John M. Wilson who is a resident of Virginia and an initial director of the corporation.
6. The corporation’s initial registered office address, which is identical to the business office of the initial registered agent, is 9504 Lakewater Court, Richmond, VA 23229-6010 and is located in the County of Henrico.
7. The initial directors are:
Terri Brown
Don Feathers
Gary Fielden
Paul Gaskins
Renee Gaskins
Bill James
Jason Lachniet
Tony McGee
Tanya McLaughlin
Rickey Shortt
Robert Spiegel
Joel Stevenson
John M. Wilson
Mary Wilson
7. 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 Three. 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) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation nor shall the corporation carry on any activities not permitted to be carried on by:
(a) a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the future United States Internal Revenue Law); or
(b) under §170(c)(2) of the Internal Revenue Code of 1986 (or the future United States Internal Revenue Law).
8. The directors shall not be personally liable to the corporation for monetary damages for breach of fiduciary duty as a director, provided that the foregoing shall not limit the liability of a director for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law.
9. Each director, officer and employee of the corporation shall be entitled to all indemnification rights and protections now or hereafter available under applicable Virginia law.
10. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the corporation, dispose of all the assets in such a manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purpose as shall at the time qualify as an exempt organization under §501(c)(3) of the Internal Revenue Code of 1986 (or the future United States Internal Revenue Law), as the Board shall determine or to the federal, state or local government for exclusively public purposes. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
11. Incorporator:
____________________________________ John M. Wilson
SIGNATURE PRINTED NAME
Commonwealth of Virginia
State Corporation Commission
Richmond, February 5, 2004
This is to certify that the certificate of incorporation of Appalachian Cave Conservancy was this day issued and admitted to record in this office and that the said corporation is authorized to transact its business subject to all Virginia laws applicable to the corporation and its business.
Effective date February 5, 2004
State Corporation Commission
Attest: Joel H. Peck
Clerk of the Commission