ARTICLES OF INCORPORATION
OF
SUPPORT BONAIRE, INC.

ARTICLE I
NAME

The name of the Corporation is Support Bonaire, Inc.

ARTICLE II
PURPOSES

The Corporation is organized to receive, maintain and administer assets in perpetuity exclusively for religious, charitable, scientific, literary and educational purposes (including environmental and nature conservation purposes), and to use and apply the whole or any part of the principal and income therefrom for such purposes directly on projects and programs it operates in Bonaire, Netherlands Antilles (“Bonaire”), and, indirectly, by contributions to organizations established under the laws of the Netherlands Antilles, which are organized and operated exclusively for religious, charitable, scientific, literary and educational purposes (including environmental and nature conservation purposes), and which operate projects and programs in Bonaire, or by contributions to other organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).

ARTICLE III
TAX-EXEMPT OPERATIONS

The Corporation shall have and may exercise all powers and authorities now or hereafter conferred upon nonstock corporations under the laws of Virginia.  However, no part of its net earnings shall inure to the benefit of any incorporator, trustee, director or officer of the Corporation or any private individual, except that reasonable compensation may be paid for services rendered to or for the Corporation effecting one or more of the Corporation’s purposes. No incorporator, trustee, director, officer or private individual shall be entitled to share in the distribution of any corporate assets upon its dissolution.

No part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as and to the extent permitted by the provisions of the Code or similar statutes, for organizations exempt from Federal income taxes pursuant to Section 501(c)(3) of the Code or similar statutes), and the Corporation 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 provisions 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 Code or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.

Notwithstanding any other provisions of these Articles, the Corporation shall not make contributions to any organization in which the government of Bonaire or of the Netherlands Antilles possesses a majority interest or to any organization which such governments otherwise control, directly or indirectly.

As a means of accomplishing its charitable purposes for any time during which the Internal Revenue Service does not recognize the Corporation as a public charity, the Corporation shall distribute for each taxable year sufficient income and principal at such times and in such manner as to avoid subjecting the Corporation to tax under Section 4942 of the Code.  Further, for any time during which the Internal Revenue Service does not recognize the Corporation as a public charity, neither the Corporation, nor anyone on its behalf, shall (a) engage in any act of self﷓dealing (as defined in Section 4941 of the Code), (b) retain any excess business holdings (as defined in Section 4943 of the Code), (c) make investments in such a manner as to subject the Corporation to tax under Section 4944 of the Code, or (d) make any taxable expenditures (as defined in Section 4945 of the Code).

ARTICLE IV
MEMBERS

The Corporation shall have no members.

ARTICLE V
BOARD OF DIRECTORS

(a) The number of directors, which shall be not less than five (5) nor more than twenty-one (21), shall be fixed by the Bylaws of the Corporation from time to time and, unless otherwise fixed by the Bylaws, shall be five (5).

(b) The directors shall be elected by a majority vote of those present at the regular annual meeting of the Board of Directors and each director shall hold office for the term of one year or until his successor is elected.  Vacancies occurring on the Board of Directors shall be filled by the remaining Directors. 

ARTICLE VI
DISSOLUTION

Upon the dissolution of the Corporation, the Board of Directors, after paying or making provision for the payment of all liabilities of the Corporation, shall convey any remaining assets of the Corporation to an organization or organizations chosen by the Board of Directors which is exempt from Federal income taxation under Section 501(c)(3) of the Code or to the Commonwealth of Virginia, a political subdivision thereof or any agency of either, for a public purpose.

ARTICLE VII
LIABILITY AND INDEMNIFICATION

(a) To the full extent that the Virginia Nonstock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors or officers, a director or officer of the Corporation shall not be liable to the Corporation for monetary damages.

(b) To the full extent permitted and in the manner prescribed by the Virginia Nonstock Corporation Act and any other applicable law, the Corporation shall indemnify a director or officer of the Corporation who is or was a party to any proceeding by reason of the fact that he is or was such a director or officer or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

(c) Reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and administrators.

ARTICLE VIII
REGISTERED AGENT AND OFFICE

The post office address of the initial registered office shall be c/o Kaufman & Canoles, P.C., One Commercial Place, Suite 2000, Norfolk, Virginia 23510-2126, in the City of Norfolk. The initial registered agent shall be Richard C. Mapp, III, who is a resident of the Commonwealth of Virginia and a member of the Virginia State Bar, and whose business address is the same as the address of the initial registered office.

[Board of Directors] [Contact Us] [Bylaws] [Articles of Incorporation]

Copyright © 2001-2008 by Support Bonaire, Inc. - All Rights Reserved.