The name of the corporation shall be Iwo Jima Association of America, Inc. (hereinafter "Corporation") and was organized pursuant to Chapter 11 of Title 13 .1 of the Code of Virginia.
ARTICLE II-Purpose of Corporation: +
The Corporation is organized exclusively for charitable and educational purposes and shall operate exclusively for said purposes. Its exempt purposes include: (1) Promoting the historical and scholarly study of the Battle of Iwo Jima; (2) Educating veterans, descendants of veterans and the general public on the history of the Battle of Iwo Jima, the Battle's place in history and the Battle's context within World War II; (3) Funding, supporting and sponsoring activities such as symposiums, lectures, tours and gatherings of Iwo Jima veterans so that the Battle of Iwo Jima can be discussed, debated and better understood by the associate members of IJAA and the general public and to foster patriotism.
ARTICLE III-Restrictions on Activities: +
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its directors, trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services and to make distributions in furtherance of the purposes set forth in Article II herein. No substantial part of the activities of the corporation shall b?? for the carrying on of propaganda, or otherwise attempting to influence legislation. 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.
ARTICLE IV-Tax Exempt Purposes and Status: +
The corporation shall not carry on any other activities not permitted to be carried on by (a) a corporation exempt from federal income tax under section 50l(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, (b) by a corporation, contributions to which are deductible under section 170 of the Internal Revenue Code, or the corresponding section of any future tax code. Upon dissolution, after all liabilities are satisfied, the corporation shall distribute any of its remaining assets to an entity which qualifies as a nonprofit, tax exempt entity pursuant to section 50l(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code.
ARTICLE V-No Members: +
The Corporation shall have no members. IJAA will offer associate membership to persons who have an interest in the Battle of Iwo Jima. There is no criterion for associate membership and anyone who expresses an interest and pays the nominal dues can become an associate member. Associate members shall not have voting rights but can participate in IJAA's activities which require participation or admission fee at a discounted rate and will receive IJAA's quarterly newsletter. All events will be open to the general public. All events will be staged by IJAA, its staff and volunteers.
Any action which would otherwise require approval by a majority or all members shall require only approval of the Board of Directors. All rights which would otherwise vest in the members shall vest in the Board of Directors. The Corporation shall issue no shares of stock.
ARTICLE VI-Principal Office: +
The principal office of the Corporation shall be located within or without the Commonwealth of Virginia, at such place as the Board of Directors shall from time to time designate. The Corporation has appointed David S. Bracken to act as the Corporation's registered agent and Bracken's office address shall be the initial registered office of the Corporation.
ARTICLE VII-Board of Directors: +
All corporate powers shall be exercised by, or under the authority of, and the business of the Corporation shall be managed under the direction of, the Board of Directors. The number of Directors shall not be less than two (2) directors and no more than seven (7) directors, including the Chairman of the Board of Directors. The maximum number of Directors may be increased or decreased by the Board of Directors by a majority vote, thereby amending these By-Laws.
The initial Board of Directors has been named by the Incorporator. At each annual meeting of the Board of Directors, the Directors then in office shall elect Directors by a majority vote. Appointed directors shall serve one year terms or until the next annual meeting of the Board of Directors. A Director may be removed, with or without cause, by a majority vote of the Directors then in office at a meeting of the Board of Directors, with notice to said meeting of the Board of Directors indicating one of the purposes of the meeting shall be a vote on removing said director. A director may resign at any time by delivering written notice to the Board of Directors.
A majority of the number of directors then in office shall constitute a quorum for the transaction of business by the Board of Directors. The act of a majority of the Directors present at a meeting at which a quorum is present shall constitute the action of the Board of Directors.
Meetings of the Board of Directors, regular or special, may be held at such place within or without the Commonwealth of Virginia and upon electronic means notice (email), at least thirty (30) days prior to a regularly scheduled meeting and at least five (5) days notice for special Board of Director meetings.
Unless otherwise restricted by the Articles of Incorporation or these By-Laws, any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if all Directors consent in writing to the adoption of a resolution authorizing the action.
ARTICLE VIII-Advisory Board: +
The Board of Directors may establish an Advisory Board to seek comment, advice and assistance with the programs which the Corporation will support, fund, sponsor and/or operate. The Board of Directors shall appoint Advisory Board members and said Advisor Board members shall serve as volunteers receiving no fee for their services. If an Advisory Board is formed by the Board of Directors, the Board of Directors shall meet with the Board of Advisors on a periodic basis at dates and times to be set by the Board of Directors. Any member of the Advisory Board may be removed from the Board of Directors when, in their judgment, the best interest of the Corporation will be served thereby.
ARTICLE IX-Officers, Agents and Employees: +
The Board of Directors shall elect or appoint a President, a Secretary and a Treasurer, and one or more Vice-Presidents and such other officers or assistant officers as may be deemed necessary. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Unless otherwise provided by a resolution of the Board of Directors, officers shall be elected or appointed at each annual meeting of the Board of Directors. Each officer shall hold office for the term for which he or she has been elected or appointed and until his or her successor has been elected or qualified. The Board of Directors may remove any officer when, in the judgment of the Board of Directors, the best interest of the Corporation will be served thereby. Removal of any officer shall be without prejudice to his or her contract rights, if any, and the election or appointment of an officer shall not in itself create contract rights. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled for the unexpired term at any meeting of the Board of Directors.
The President shall serve as the chief executive officer of the Corporation. Subject to the supervision of the Board of Directors, the President shall perform all duties necessary to that office and shall manage the affairs of the Corporation in accord with the directives and policies set by the Board of Directors.
The Secretary shall be responsible for preparing and maintaining records of the Corporation.
The Treasurer shall be responsible for all funds of the Corporation and he or she shall cause to be kept complete and accurate records of the receipts and disbursements of the Corporation.
ARTICLE X-Liability and Indemnification of Officers and Directors: +
The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer or Representative of any corporation, partnership, joint venture, trust or another enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement, actually and reasonable incurred by the person in connection with such threatened, pending or completed action, suite or proceeding. Indemnification under this section shall be to the fullest extent permitted by Virginia law. The Board of Directors, may in its discretion, pay such expenses in advance of the final disposition of such action suit or proceeding, upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such person is not entitled to be indemnified by the Council.
ARTICLE XI-Indemnification of Employees and Other Corporation Representatives: +
The Corporation may, at the discretion of, and to the extent and for such persons as, determined by, the Board of Directors of the Corporation, (i) indemnify any person who neither is nor was a Director or Officer of the Corporation but who is or was a party or is threatened to be inade a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (and whether brought by or in the right of the Corporation), by reason of the fact that the person is or was an employee or representative of the Corporation, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement, actually and reasonable incurred by the person in connection with such threatened, pending or completed action, suite or proceeding and (ii) pay such expenses in advance of the final disposition of such action, suite or proceeding, upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such person is not entitled to be indemnified by the Corporation.
ARTICLE XII-Miscellaneous: +
The fiscal year of the Corporation shall be the calendar year or such other period as may be fixed by the Board of Directors.
The Board of Directors shall determine who shall be authorized from time to time on the Corporation's behalf to sign checks, drafts or other orders of payment of money, to sign acceptances, note or other evidences of indebtedness; to enter into contracts; to execute and deliver other documents and instruments.
The Corporation is empowered to secure officer and director liability insurance.
These By-Laws may be amended by a majority vote of the Board of Directors.