Article I. OFFICES, NAME AND SEAL
(a) Offices. The principal office of the Corporation and such other offices as it may establish from time to time shall be located at such place or places, either within or without the Commonwealth of Virginia, as may be designated by the Board of Directors or by the officers pursuant to authority from the Board of Directors (b) Name. The name of this non-profit corporation is Military Benefit Foundation. It is hereinafter referred to in these bylaws as the “Corporation.” (c) Seal. The seal of the Corporation, if any, shall be in such form as the Board of Directors prescribes.
Article II. Membership
There shall be no members of the Corporation
Article III. Board of Directors
(a) Powers. The affairs of the Corporation shall be managed by the Board of Directors. The Board of Directors shall possess, and may exercise, all powers granted to the Corporation by law, the Articles of Incorporation, and these Bylaws. (b) Number. The Directors of the Corporation shall be at least three (3) in number. The number of Directors may be increased by a majority vote of the Board of Directors. The initial Directors of the Board of Directors, and the initial chairman of the Board of Directors shall be as follows: Roy L. Gibson, Chairman of the Board of Directors Carl Ey, Director Chae Gibson, Director (c) Qualifications. Directors need not be residents of the Commonwealth of Virginia to qualify as Directors for the Corporation. A Director may succeed himself or herself in the office. (d) Nomination. The Board of Directors shall nominate a slate of new Directors for election by the Directors at each annual meeting of the Board of Directors. The Directors nominated may include any or all the Directors in office. (e) Election by Majority. The Directors shall be elected at the annual meeting of the Board of Directors by a majority vote of the Directors then in office. (f) Tenure. A Director shall serve from the date of his or her election until the close of the next annual meeting of the Board of Directors. The term of office of any individual Director shall terminate upon the effective date of his or her resignation, upon his or her death, or upon his or her removal from office. (g) Resignation. Any Director may resign at any time by giving written notice of his or her resignation to the Chairperson of the Board of Directors, the President, or the Secretary. Unless otherwise specified in such notice, the resignation shall be effective upon delivery. (h) Removal. Any Director may be removed from office, with or without cause, by a majority vote of the Directors present at a special meeting of the Board of Directors called for such purpose. The meeting notice shall state that the purpose, or one of the purposes, of the meeting is the removal of such Director. (i) Vacancies. A vacancy in the Board of Directors existing between annual meetings of the Board of Directors, including a vacancy created by an increase in the number of Directors, shall be filled by a majority vote of the Directors at a special meeting of the Board of Directors called for such purpose. The Director(s) so elected shall serve for the remainder of the unexpired term. G) Chairperson. There shall be a Chairperson of the Board of Directors, who shall preside over all meetings of the Board, if present. The Chairperson shall be determined by the outgoing Chairperson, and confirmed by a vote of the majority of the Board of Directors. A Chairperson may succeed himself or herself as Chairperson. (k) Reimbursement. Members of the Board of Directors shall receive no compensation for their services, but, by resolution of the Board of Directors, may be reimbursed for reasonable expenses paid while acting on behalf of the Corporation. Nothing herein shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore as authorized by the Board of Directors.
Article IV. Meetings of Directors
(a) Place of Meetings. The Board of Directors may hold meetings, annual, regular, or special, either within or without the Commonwealth of Virginia. (b) Annual Meeting. The Board of Directors shall hold a regular annual meeting at a time and place set by the Board of Directors. Notice of such meeting shall be given to each Director at least ten (10), but not more than sixty (60), days prior to the date of the meeting. (c) Regular meetings. Additional regular meetings of the Board of Directors may be held, at such times and places as may be determined by the Board of Directors. Notice of such meeting shall be given to each Director at least ten (10) days prior to the date of the meeting. (d) Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson of the Board of Directors, or two (2) Directors, on ten (10) days notice to all Directors, prior to the date of the meeting. (e) Quorum, Vote. At all meetings of the Board of Directors, the presence of a majority of the Directors in office, or one-third of the number of Directors fixed by these bylaws, if greater, shall constitute a quorum for the transaction of business. The affirmative vote of a majority of the Directors present at any meeting at which there is a quorum shall constitute the act of the Board of Directors, unless the affirmative vote of a greater number of Directors is specifically required by law, the Articles of Incorporation, or these Bylaws. (f) Adjournment. Whether or not a quorum is present, a majority of Directors present at a meeting of the Board of Directors may adjourn the meeting to another place, date or time. When a meeting is adjourned to another place, date, or time, and the place, date, and time of the adjourned meeting are announced at the meeting at which the adjournment is taken, written notice need not be given of the adjourned meeting unless the date thereof is more than thirty (30) days after the date for which the meeting was originally scheduled. At any such adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally scheduled. (g) Action by consent. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if written consents setting forth the action taken are signed and dated by all of the members of the Board of Directors. Such consents shall be filed with the minutes of the proceedings of the Board of Directors. Unless otherwise specified in such consents, the effective date of any action so taken is the date on which the last Director signs the consents. Any action so taken shall have the effect of a vote taken at a meeting of the Board of Directors. (h) Meetings by Telephone. The members of the Board of Directors may participate in a meeting by means of a tele-conference, telephone call, or similar communications equipment by which all Directors participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at such meeting.
Article V. Notice
(a) Form; Delivery. Whenever, under the provisions of law, the Articles of Incorporation, or the Bylaws, notice is required to be given to any Director, such notice may be given in writing, by mail, addressed to such Director at his or her post office address as it appears on the current records of the Corporation. Such notice shall be deemed to be given at the time it is deposited in the United States Mail, or turned over to a similar commercial mail carrier. Notice may also be communicated orally, in person or by telephone; or given by telegraph, teletype, email, facsimile, or other form of wire or wireless communication. (b) Waiver. Whenever any notice is required to be given under the provisions of law, the Articles of Incorporation, or these Bylaws, a written waiver thereof, signed by the person or persons entitled to such notice and delivered to the Chairperson of the Board of Directors for inclusion with the records of the meeting, whether before or after the time stated therein, shall be deemed to be the equivalent of such notice. In addition, any member who attends a meeting of the members in person, or is represented at such meeting by proxy, without objecting at the beginning of the meeting to holding the meeting or transacting business at the meeting shall be conclusively deemed to have waived notice of such meeting.
Article VI. Officers.
(a) Officers. The officers of the Corporation shall be determined at the discretion of the Chairperson of the Board of Directors, as such Chairperson determines or deems desirable. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary. The vote of greater than two-thirds (2/3) of the Board of Directors shall remove an officer. (b) Tenure. An officer shall serve at the discretion of the Chairperson, until resignation by that officer, or removal with or without cause by a vote of two-thirds (2/3) of the Board of Directors. (c) Resignation. An officer may resign at any time by giving written notice of his or her resignation to the Chairperson of the Board of Directors. Unless otherwise specified in such notice, the resignation shall be effective upon delivery.
Article VII. Financial Administration; Books and Records
(a) Disbursements and Debts. All disbursements of monies or incurrence of debts on behalf of the Corporation may be undertaken by such officer(s) or agent(s) of the Corporation, and in such manner, as shall from time to time be determined by resolution of the Board of Directors. (b) Deposits and Accounts. All funds of the Corporation not otherwise employed shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board of Directors may select, or as may be selected by any officer(s) or agent(s) of the Corporation to whom such power may from time to time be delegated by the Board of Directors. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts, and other orders for the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by such officer(s) or agent(s) of the Corporation as shall be determined by the Board of Directors. (c) Corporate Books and Records. The Corporation shall keep at its principal place of business (a) the original or a duplicate record of the proceedings of the Board of Directors; (b) the original copy of the Bylaws, including all amendments thereof to date; and (c) appropriate, correct, and complete books and records of account.
Article VIII. Insurance
(a) Insurance. The Corporation may purchase and maintain insurance on behalf of an individual who is or was a Director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by him or her in that capacity or arising out if his or her status as such, whether or not the Corporation would have power to indemnify him or her against such liability pursuant to applicable laws, the Articles of Incorporation, or these Bylaws.
Article IX. Accounting Period
(a) Calendar Year. The annual accounting period of the Corporation shall be the calendar year, closing annually on December 31st.
Article X. Amendments
(a) Bylaws. The Bylaws may be amended by the affirmative vote of a majority of the votes cast by the Directors entitled to vote at a meeting of the Board of Directors at which a quorum is present. (b) Articles of Incorporation. The Articles of Incorporation may be amended by the affirmative vote of a majority of the votes cast by the Directors entitled to vote at a meeting of the Board of Directors at which a quorum is present.
FIRST. The name of the corporation is Military Benefit Foundation
SECOND. The corporation will not have members.
THIRD. Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under the section 50I(a)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The business activity for said organization is as follows: Provide funding and other assistance for active and former military personnel and families in need.
No part of the net earnings of this organization shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the organization 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 the purpose clause hereof. No substantial part of the activities of this organization shall be the carrying on propaganda, or otherwise attempting to influence legislation, and this organization shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by an organization 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 an organization, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Upon the dissolution of this corporation, assets remaining shall be distributed for one or more exempt purposes within the meaning of Section 501(c) (3) of the lnternal 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 disposed of shall be disposed by the Court of Common Pleas of the county in which the principal office of the organization 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.
FOURTH. The directors of the corporation shall be elected or appointed by existing directors.
FIFTH. The name of the corporation’s initial registered agent is United States Corporation Agents, Inc. The initial registered agent is a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in Virginia. The corporation’s initial registered office address, which is the business office of the initial registered agent, is 1900 Campus Commons Drive, Suite 100, Reston, VA 20191. The registered office is physically
located in the county of Fairfax.
SIXTH. The initial business office of the registered agent is 1900 Campus Commons Drive, Suite 100, Reston, VA 20191.
SEVENTH. The initial directors of the corporation are: Roy L. Gibson
EIGHTH. The Incorporator of the corporation is LegalZoom.com, Inc., 101 N. Brand Blvd., 11th Floor, Glendale, CA 91203.
IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation on the date below.
Date: January 11, 2017