Future of Hampton Roads
 

 

Bylaws and Articles of Incorporation

 


BYLAWS OF FUTURE OF HAMPTON ROADS, INC.

ARTICLE I.

Purpose.

Section 1. Future of Hampton Roads, Inc. is organized for the purpose of assisting the citizens of the Hampton Roads area of Virginia to recognize, identify and enhance the assets of the World’s largest natural seaport and its surrounding areas, and to develop Hampton Roads to its fullest potential by advancing education and science and by lessening the burdens of government. The corporation may carry out this purpose by engaging in non-partisan analysis, study, or research and by making the results thereof available to the public. However, no substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, the corporation shall not participate in or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office and the corporation shall have no main or primary objective or objectives which may be attained only by legislation or a defeat of proposed legislation.

Section 2. The corporation shall be operated exclusively for charitable, scientific and educational purposes.

Section 3. "Hampton Roads" includes, but is not limited to, the cities of Chesapeake, Franklin, Hampton, Newport News, Norfolk, Poquoson, Portsmouth, Suffolk, Virginia Beach and Williamsburg and the counties of Gloucester, Isle of Wight, James City, Mathews, Southampton, Surry and York.

Section 4. If the corporation should be dissolved, its assets shall be applied exclusively to such organization or organizations organized and operated exclusively for charitable, scientific or educational purposes as shall, at the time, qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law) as the Board of Directors may determine.


ARTICLE II.

Directors.
Section 1. The affairs of the corporation shall be managed by two divisions of board members, to wit: The Working Board of not less than fourteen nor more than fifty-five directors, having perpetual succession, the members of which are elected by co-optation, and the Emeritus Board whose numbers are unconstrained, whose names will not be reported to the State Corporation Commission as Board Members, but whose advice influence and involvement in Future of Hampton Roads, Inc.’s activities will be solicited on matters in which they have expertise, interest and a leadership position.

Section 2. The Directors in office shall be elected for one year terms, with the option for reelection for as many consecutive years as the Board may decide in the course of its Annual Meetings.

Section 3. The absence of a director from three consecutive regular meetings of the Board as sufficient, shall be construed as a resignation and the Board may, at any subsequent meeting, elect a successor.

Section 4. The annual organizational meeting of the Board of Directors shall be held in January of each year at the principal office of the corporation,100 W. Plume Street, Suite 300, Norfolk, Virginia 23510, or at such other place as may be designated in the notice of such meeting. Successors for directors whose terms expire at such time shall be elected at this meeting.

Section 5. Special meetings of the Board of Directors may be called to be held at any time and place by the Chairman, President, or by two members of the Board and may be held at any time and place without notice by unanimous written consent of all of the members or by the presence of all of the members at such meeting.

Section 6. Notice of every meeting of the Board of Directors stating the time an place thereof shall, as to such directors as do not waive the same, be given by the Secretary to each member of the Board at its last known address not less than five (5) days before such meeting. Any notice required to be given by these bylaws may be given by mailing or telegraphing the same to the person entitled thereto at his or her address as shown on the corporations books and such notice shall be deemed to have been given at the time of such mailing or telegraphing. Any notice required by the bylaws to be given may be waived by the person entitled to such notice.

Section 7. A quorum of any meeting shall consist of one third of the entire membership of the Board. A majority of such quorum shall decide any question that may come before the meeting.

Section 8. Officers of the corporation shall be elected by the Board of Directors at their organizational meeting in December of each year. If any office becomes vacant during the year the Board of Directors shall fill the same for the unexpired term.


ARTICLE Ill.

Officers.

Section 1. The officers of the corporation shall consist of a Chairman, a Chairman-elect, a President, a President-elect, an Executive Vice President, two vice Presidents, a Secretary and a Treasurer who shall be elected annually by the Board of Directors for a term of one year and, unless sooner removed, shall serve until their successors are elected and qualify. Such other agents as may be deemed necessary may be elected in the same manner by the Board of Directors and shall serve for a term prescribed. The offices of Chairman and President may be held by one person as may the offices of Secretary and Treasurer. Any officer or agent may be removed with or without cause at any time whenever the Board of Directors, in its absolute discretion, shall consider that the best interest of the corporation would be served thereby. The Chairman, President, Executive Vice President, Vice Presidents, Secretary and Treasurer shall all be members of the Board of Directors.

Section 2. The Chairman shall preside at all meetings of the Directors and shall have general supervision of the business and affairs of the corporation.

Section 3. The President shall be the chief executive officer of the corporation and shall perform all such other duties as are incident to his office or are properly required of him by the Board of Directors, and shall preside at all meetings of the directors in the absence of the Chairman.

Section 4. The Chairman-elect and President-elect shall plan and prepare for following years activities.

Section 5. The Executive Vice President shall serve as chief administrative officer of the corporation and perform all such other duties as are incident to his office or are properly required of him by the Board of Directors.

Section 6. The First Vice President shall perform such duties as are incident to his office or are properly required of him by the Board of Directors and shall preside at all meetings of the directors in the absence of the Chairman and President. The second Vice President shall perform such duties as are properly required of him by the Board of Directors.

Section 7. The Treasurer shall have custody of the monies and securities of the corporation and shall keep correct and complete books and records of accounts, balanced monthly and shall have available at all times the books and records of accounts and make such reports and perform such other duties as are incident to his office or are property required of him by the Board of Directors.

Section 8. The Secretary shall issue notices for all meetings and shall keep the minutes. He shall also have charge of the seal and corporate records and make such reports and perform such other duties as are incident to his office or are properly required of him by the Board of Directors.


ARTICLE IV.

Finances.

Section 1. The monies of the corporation shall be deposited in such bank or trust company as the Board of Directors shall designate, and all payments, so far as practical, shall be made by checks. Checks and drafts as well as all notes, bonds or other instruments creating or evidencing an obligation for the payment of money shall be signed in the name of the corporation by either the Chairman or the President and countersigned by one of the other officers.

Section 2. The corporation adopts for its fiscal year the period beginning October 1 of each year and terminating on the succeeding September 30.


ARTICLE V.

Committees.

Section 1. The affairs of the corporation shall be managed by an Executive Committee between meetings of the Board of Directors. The Executive Committee shall consist of the Chairman, President, Executive Vice President and eight other directors designated by the Chairman. Except as restricted or limited by law, the Executive Committee shall have the powers of the Board of Directors and shall meet at the call of any officer. A quorum at any meeting shall consist of a majority of the Executive Committee. A majority of such quorum shall decide any question that may come before the meeting.

Section 2. The Chairman, President, or Board of Directors shall have the power to appoint special committees at any time.


ARTICLE VI.

Bylaws.

These bylaws may be amended, repealed or altered, in whole or in part, by the Board of Directors at any regular meeting or any special meeting where such action has been announced in the call and notice of such meeting.

Revised: January 16, 1996


ARTICLES OF INCORPORATION OF TIDEWATER’S FUTURE, INC.

We hereby associate to form a nonstock corporation under the provisions of Chapter 2 of Title 13.1 of the Code of Virginia, and to that end set forth the following:

(A) The name of the corporation is Tidewater’s Future, Inc.

(B) The corporation is organized for the purpose of assisting the citizens of the Tidewater area of Virginia (as defined from time to time by the corporation’s bylaws) to recognize, identify, and enhance the assets of the World’s largest natural seaport and its surrounding areas, and to develop Tidewater to its fullest potential.

(C) The corporation shall have all powers provided by Virginia Code, but shall be operated exclusively for charitable, scientific and educational purposes including the support of its charitable, scientific, educational and research programs. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its directors, officers or other private person, except that that corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above. 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 (including the publishing or distribution of statements) on behalf of 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 by any corporation exempt from Federal income tax under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law)

If the corporation should be dissolved, its assets shall be applied exclusively to such organization or organizations organized and operating exclusively for charitable, scientific or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law) as the Board of Directors may determine.

 

 

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