Amended and Restated, August 17, 2000
We hereby submit the following as a complete set of amended and restated
articles of incorporation for a non-stock corporation under the provisions
of Chapter 10 of Title 13.1 of the Code of Virginia and to that end set
forth the following:
The name of this corporation is: Meadowview Biological Research Station
The purpose of the business and the objects proposed to be transacted, promoted and carried on are to do any and all the things herein mentioned, as fully and to the same extent as natural persons might or could do, and in any part of the world.
This is a nonstock, nonprofit corporation. The purpose of the corporation is to engage in any lawful act or activity for which nonprofit corporations may be organized under the Non-Stock Corporation Law of Virginia; and 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 Section 501 (c)(3) of the Internal Revenue Code (or the corresponding section of any future Federal tax code).
Meadowview Biological Research Station (Meadowview) is an organization dedicated to preserving and restoring rare wetland plants and their associated habitats on the coastal plain of Maryland and Virginia. The particular area of specialization is an endangered habitat known as pitcher plant bogs or seepage wetlands. Bogs are acidic, nutrient poor wetlands which are characterized by a unique assemblage of plants and animals. Many bogs have been lost in Maryland and Virginia through drainage, development or neglect and most of the plants found in these sites are threatened with extinction. Our goal is to preserve and restore a part of our natural bog heritage. This timely effort will ensure that future generations are able to see and enjoy these interesting and unique habitats.
Meadowview also has a non-voting membership component comprised of botanists, horticulturists, plant hobbyists and environmental enthusiasts dedicated to all the following aspects of carnivorous plants. Botany (morphology, taxonomy, systematics, physiology, ecology, genetics, biochemistry and history), horticulture (cultivation, propagation, exchange of materials, hybridization and selection and naming and registration of cultivars), conservation, publication and exchange of information on all aspects of carnivorous plants, all of the above practiced within the framework of laws and regulations regarding import, export, and interstate exchanges of such plant material.
In fulfillment and furtherance of the scientific, social and educational objectives outlined above, the corporation shall seek to provide funds, such as are necessary to engage the personnel, resources and facilities required to carry out the task, primarily by funding from governmental units, grants, corporate sponsors, memberships, and contributions from the general public, or from a combination thereof.
The foregoing procedures and activities will be interpreted as examples only and not as limitations, and nothing therein shall be deemed as prohibiting the corporation from extending its activities to any lawful non-profit purposes or activities which may become necessary or desirable for the furtherance of the corporate objectives heretofore expressed above.
The corporation shall not have any capital stock and the conditions of membership shall be stated in the bylaws.
The number of directors to constitute the board of directors shall be three, and shall be further designated as determined by the bylaws of the corporation.
The activities and affairs of the corporation shall be managed by the board of directors. The number of directors which shall constitute the whole board shall be such as from time to time shall be fixed by, or in the manner provided in, the bylaws, but in no case shall the number be less than one. The directors need not be members of the corporation unless so required by the bylaws or by statute. The board of directors shall be elected on an annual basis by the existing board of directors in accordance with the by-laws. The initial board may continue with those whom it elects at the annual meeting of the corporation to be held on such a date as the bylaws may provide, and hold office with subsequent boards. The bylaws shall specify the number of directors necessary to constitute a quorum. The board of directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees which, to the extent provided in said resolution or resolutions or in the bylaws of the corporation, shall have and may exercise all the powers of the board of directors in the management of the activities and affairs of the corporation. They may further have power to authorize the seal of the corporation to be affixed to all papers which may require it; and such committee or committees shall have such name or names as may be stated in the bylaws of the corporation or as may be determined from time to time by resolution adopted by the board of directors. The directors of the corporation may, if the bylaws so provide, be classified as to term of office. The corporation may elect such officers as the bylaws may specify, subject to the provisions of the statute, who shall have titles and exercise such duties as the bylaws may provide. The board of directors is expressly authorized to make, alter, or repeal the bylaws of this corporation. This corporation may in its bylaws confer powers upon its board of directors in addition to the foregoing, and in addition to the powers and authorities expressly conferred upon them by statute. This is true, provided that the board of directors shall not exercise any power of authority conferred herein or by statute upon the members.
Meetings of members may be held without the State of Virginia, if the bylaws so provide. The books of the corporation may be kept (subject to any provisions contained in the statutes) outside the State of Virginia at such place or places as may be from time to time designated by the board of directors.
No part of the net earnings of the corporation shall inure to the benefit
of, or be distributable to its members, directors, 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 Section 501(c)(3) purposes. 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 an 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 an 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.)
Upon the dissolution of the corporation, the board of directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purpose of the corporation in such manner, or to such organization or organizations and operated exclusively for charitable, educational, religious, or scientific
purposes as shall at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code (or the 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, as the board of directors shall determine.
The corporation reserves the right to amend, alter, change or repeal any provision contained in these articles of incorporation, in the manner now or hereafter prescribed by the statute.
Directors of the corporation shall not be liable to either the corporation or its members for monetary damages for a breach of fiduciary duties unless the breach involves: (1) a director's duty of loyalty to the corporation or its members; (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (3) a transaction from which the director derived an improper personal benefit.
These amended and restated articles have been approved by the unanimous consent of the members of the board (three voting affirmative, out of the three total votes). Currently there are no general members of this non-stock corporation and hence no membership action was required. I, THE UNDERSIGNED, being an officer and president of the corporation for the purpose of this nonprofit corporation pursuant to Chapter 10 of Title 13.1 of the Virginia Code, do make these amended and restated articles, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this Seventeenth day of August A.D. 2000.
President; Philip Sheridan