ARTICLES OF INCORPORATION

OF

FOX HILL HISTORICAL SOCIETY, INC.

THIS IS TO CERTIFY that we do hereby associate ourselves to establish a non‑stock corporation under and by virtue of Title: 13.1, Chapter 10, of the 1950 Code of Virginia, as amended, for the purposes and under the corporate name hereinafter set forth, and to that end we do by these articles set forth as follows:

     FIRST: The name of the corporation shall be This organization shall be known as the FOX HILL HISTORICAL SOCIETY, INC.

     SECOND: The corporation is formed to operate a non­profit, non‑stock corporation for the exclusive benefit of its members, and not for profit, and operate solely for the purpose of the collecting, preserving and documenting all the available historical and genealogical material connected with, or associated with, the history and families of Fox Hill.  This corporation is organized exclusively for charitable, and purpose related to collecting, preserving and documenting historical and genealogical material of the families of Fox Hill, including, for such of distribution to organizations that qualify as exempt organizations within the meaning of Section 501(c)(3) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue Law.

     THIRD: Membership in the corporation shall consist of any person interested in the History and/or Family Genealogies of Fox Hill or interested in promoting the purposes of this organization shall be eligible to membership with each member being entitled to one (1) vote. 

     Membership shall not be denied nor be discriminatory in any manner as a result of ethnic identity, creed, sex, age or otherwise.

     FOURTH:  There shall be five (5) Directors of the Corporation and they shall be chosen by ballot and shall serve for a period of two years. Elections shall be held at the October meeting prior to the two year term expiration.

     FIFTH: Upon dissolution of the corporation, the presiding FHHS officers shall, after paying or making provisions for the payment of, all of the liabilities of the corporation dispose of all of the assets of the corporation to the Clark Cemetery Perpetual Care Assocation of Fox Hill, Inc. which qualifies as an exempt organization under §501(c) (13) of the Internal Revenue Code of 1954, or the corresponding provision of any future United State Internal Revenue Code, as the FHHS officers shall determine. Any such assets not so disposed of shall be disposed of by the appropriate court of any county or city in which the principal office of the corporation shall then be located, exclusively for such purposes, or to such organiza­tion or organizations as the court shall determine, and are organized and operated exclusively for such purposes.

          Further, no part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, 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 these articles.  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 any political campaign on behalf of any candidate for public office.

     SIXTH:   (a) The address of the registered office of the corporation shall be 208 Beach Road, City of Hampton, Virginia 23664; the registered office is located in the city of Hampton, Virginia.

              (b)  The name of the registered agent shall be KATIE EVANS ARREDONDO, who is a resident of the Commonwealth of Virginia, a member of the Fox Hill Historical Society, and whose office address is the same as (a) above.

     SEVENTH: The names and addresses of the persons who are to serve as the initial FHHS Directors are:

     NAME                     ADDRESS

 

Katie Evans Arredondo      208 Beach Road

                            Hampton, VA  23664

 

Judy Clark Riss             2 Clark Road

                            Hampton, VA  23664

 

Rosemarie Arredondo Kidd    208 Beach Road

                            Hampton, VA  23664

 

David C. Routten            11 Routten Road

                            Hampton, VA 23664

 

Melodye A. Ballard          919 Beach Road

                            Hampton, VA  23664

 

     IN WITNESS WHEREOF, we have hereunto set our hands and seals this ________ day of _________, 2003.

    

                             Katie Evans Arredondo         

                                                                          Incorporator

 

                             Judy Clark Riss                

                                                                         Incorporator

 

                              Rosemarie Arredondo Kidd       

                                                                          Incorporator

 

                               David C. Routten               

                                                                             Incorporator

 

                               Melodye A. Ballard             

                                 Incorporator

                  

COMMONWEALTH OF VIRGINIA

City of Hampton, to-wit:

 

     I, __________________________, a Notary Public of and for the city aforesaid, in the Commonwealth of Virginia, do hereby certify that Katie Evans Arredondo, Judy Clark Riss, Rosemarie Arredondo Kidd, David C. Routten and Melodye A. Ballard, whose names are signed to the forgoing Articles of Incorporation have this day acknowledged the same before me in my city aforesaid.

      Given under my hand this _____ of day of ______, 2003.

     My commission expires __________.

 

                        __________________________________

                        Notary Public

 

                                                    COMMONWEALTH OF VIRGINIA

SCC888                            STATE CORPORATION COMMISSION

(06/02)

GUIDE FOR ARTICLES OF AMENDMENT –

NONSTOCK CORPORATION

 

ARTICLES OF AMENDMENT OF

FOX HILL HISTORICAL SOCIETY, INC.

 

      The undersigned corporation, pursuant to Title 13.1, Chapter 10, Article 10 of the Code of Virginia, hereby executes the following articles of amendment and sets forth:

 

ONE


The name of the corporation is FOX HILL HISTORICAL SOCIETY, INC.

 

TWO

 

This amendment replaces the Fifth Item of the Articles of Incorporation for the Fox Hill Historical Society, Inc, registered as corporation 0020300582 with the Commonwealth of Virginia State Corporation Commission.

 

            FIFTH: Upon dissolution of the corporation, the presiding FHHS officers shall, after paying or making provisions for the payment of, all of the liabilities of the corporation dispose of all of the assets of the corporation exclusively for the purposes as herein set forth that at that time qualify as an exempt organization or organizations under §501(c)(3) of the Internal Revenue Code of 1954, or the corresponding provision of any future United State Internal Revenue Code, as the FHHS officers shall determine. Any such assets not so disposed of shall be disposed of by the appropriate court of any county or city in which the principal office of the corporation shall then be located, exclusively for such purposes, or to such organiza­tion or organizations as the court shall determine, and are organized and operated exclusively for such purposes.

 

THREE

The foregoing amendment(s) was/were adopted on 31 January 2004.

 

FOUR

The amendment was adopted by unanimous consent of the members.

 

The undersigned declares that the facts herein stated are true as of  31 January 2004.

                       

                                       FOX HILL HISTORICAL SOCIETY, INC.  

 

                                    By: __________________________________

                                          Katie Arredondo, President