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Home My Public Portal About2015_10_13_R116 Approving the Balch Library Endowment Articles of Incorporation The Town of Leesburg, Virginia PRESENTED October 13, 2015 RESOLUTION NO. 2015-116 ADOPTED October 13, 2015 A RESOLUTION: APPROVING THE ARTICLES OF INCORPORATION OF THE THOMAS BALCH LIBRARY ENDOWMENT FOUNDATION WHEREAS, on or about November 26, 2013,the Town Council ("Council") for the Town of Leesburg created and established the Thomas Balch Library Endowment Fund("Fund")to support the programs, mission and collections of the Balch Library in Ordinance No. 2013-0-016 § 1, codified in Town Code Section 2-165; and WHEREAS, Council established the Thomas Balch Library Endowment Foundation ("Foundation")to administer the Fund; and WHEREAS, Council directed the Foundation to file the appropriate Articles ("Articles") of Incorporation which must be approved by Council; and WHEREAS,the Articles state that the Secretary/Treasurer of the Foundation's Board of Directors shall work with the Director of Finance and Administrative Services or his fiscal agent to maintain the care and custody of the assets and financial documents of the Fund; and WHEREAS,the Articles also state that the Director of the Balch Library and the Director of Finance and Administrative Services or his fiscal agent shall serve as the Foundation's bookkeeper and shall keep accurate books of the Fund's accounts; and WHEREAS, the Articles also state that all transactions and books of the Fund and Foundation shall be subject at all times to the inspection and control of the Secretary/Treasurer of the Board,the Director of Finance and Administrative Services or his fiscal agent and Council or its designee; and -2- A RESOLUTION: APPROVING THE ARTICLES OF INCORPORATION OF THE THOMAS BALCH LIBRARY ENDOWMENT FOUNDATION WHEREAS, no part of the endowment shall revert to the general fund of the Town; THEREFORE, RESOLVED, by the Council of the Town of Leesburg in Virginia that the Articles of Incorporation of the Thomas Balch Library Endowment Foundation is approved, and the Keith C. Troxell, Esq., Incorporator is authorized to execute the Articles of Incorporation, in a form approved by the Town Attorney. PASSED this 13th day of October.,2015. -Ail& VI-, . Ww1.4 'i" - jiZ. U stattd, Mayor Town of Leesburg A ' r : / Clerk of Co lip P:\Resolutions\2015\1013 Approving Articles of Incorporation of TBL Endowment Foundation.doc ARTICLES OF INCORPORATION OF THOMAS BALCH LIBRARY ENDOWMENT FOUNDATION The undersigned, pursuant to Chapter 10 of Title 13.1 of the Code of Virginia (1950), as amended,hereby executes the following articles of incorporation and states as follows: 1. Name. The name of the corporation is the THOMAS BALCH LIBRARY ENDOWMENT FOUNDATION ("the Corporation"). 2. Members. The Corporation shall have no members. 3. Directors. The authority for all affairs of the Corporation shall be in a Board of Directors (the"Board")who shall have and may exercise all of the powers of the Corporation. The number of directors constituting the initial Board of Directors of the Corporation is Five (5). The number of directors and their terms may be increased by the Board, by amendment to the Corporation's bylaws, and it shall not be required that all the directors have the same term of office. Each director shall serve until the expiration of his or her term of office (as fixed by the Corporation's bylaws), or until death, incapacity, resignation, or removal; and upon the expiration of a director's term, the Board shall re- elect the director or elect a new director. If at any time there are no directors serving,the Chief Judge of the Circuit Court for the County of Loudoun, Virginia, shall appoint a director who shall then fill any remaining vacancies. The names and addresses of the persons who are the initial directors of the corporation are: Name of Director Address Alexandra S. Gressitt 208 West Market Street Leesburg, VA 20176 Ronald A. Rust 208 West Market Street Leesburg, VA 20176 James H. Hershman, Jr. 208 West Market Street Leesburg, VA 20176 Thomas D. Horne 208 West Market Street Leesburg, VA 20176 Keith C. Troxell 208 West Market Street Leesburg,VA 20176 4. Registered Agent. The name of the Corporation's initial registered agent is ALEXANDRA S.GRESSITT. The registered agent is a resident of the Commonwealth of Virginia and is an initial director of the Corporation. 5. Registered Office. The Corporation's initial registered office, which is identical to the business office of the initial registered agent is, 208 West Market Street, Page 1 Articles of Incorporation Thomas Balch Library Endowment Foundation Leesburg, Virginia 20176, which is physically located in the Town of Leesburg, County of Loudoun, Virginia. 6. Duration. The duration of the Corporation shall be perpetual. 7. Purposes. The Corporation is formed to receive, maintain, and administer assets in perpetuity exclusively for charitable, religious, literary, scientific, and educational purposes, and to use and apply the whole or any part of the income and principal therefrom for such purposes, either directly or by contributions to other organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code. 8. Rights and Restrictions. The Corporation shall have all powers and authorities now or hereafter offered on nonstock corporations under the laws of the Commonwealth of Virginia. However, 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 Seven 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) any political campaign on behalf of or in opposition to 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(b)by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code. 9. Dissolution. In the event of the Corporation's dissolution, and after all of its liabilities have been paid, satisfied and discharged, or adequate provision made thereof, all remaining assets shall be distributed to the FRIENDS OF THE THOMAS BALCH LIBRARY; provided such organization is then in existence and is exempt from federal income taxes under section 501(c)(3) of the Internal Revenue Code. Any assets not disposed of shall be disposed of by the Chief Judge of the Circuit Court for the County of Loudoun, Virginia, exclusively for such purposes or to such organization or organizations as the Court shall determine which are organized and operated exclusively for such purposes. 10. Tax Exempt Status. Nothing in these Articles of Incorporation shall be construed to permit the Corporation, its directors, or any other person acting on its behalf to do anything that would impair the Corporation's exemption from federal income taxes under section 501(c)(3) or the deductibility of contributions to it under section 170(c), 2055(a), and 2522(a) of the Internal Revenue Code. 11. Internal Revenue Code. Each reference in these Articles of Incorporation to a section of the Internal Revenue Code means such section of the Internal Revenue Page 2 Articles of Incorporation Thomas Balch Library Endowment Foundation Code of 1986, as amended, or the corresponding provisions of any subsequent federal tax law. Dated: Keith Chase Troxell, Incorporator Page 3