AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF JAMESTOWNE SOCIETY
ARTICLES OF AMENDMENT
TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
JAMESTOWNE SOCIETY , INC.
___________________________________
November 8, 2025
____________________________________
______________________________________________________________________________
The undersigned Jamestowne Society, Inc., a domestic nonstock corporation incorporated, organized and existing under the Virginia Nonstock Corporation Act, acting pursuant to the said Act and proceedings and resolutions of the Council and Members of the Corporation, has authorized and hereby files with the State Corporation Commission of the Commonwealth of Virginia the within Articles of Amendment to the Amended and Restated Articles of Incorporation of the Jamestowne Society, Inc. heretofore adopted and effective on November 9, 2019 filed with the said Commission and recorded as Instrument No. 1912010049.
Article 1
Definitions
________________________________________________________________________________________________________
For purposes hereof:
Act means the Virginia Nonstock Corporation Act.
Amendments means the amendments to the Existing Articles made by this instrument.
Corporation means the Jamestowne Society, Inc.
Council means the governing body of the Corporation.
Existing Articles means the Amended and Restated Articles of Incorporation of the Corporation filed with the State Corporation Commission of the Commonwealth of Virginia and recorded as Instrument No. 1912010049.
Members means the members of the Corporation.
Article 2
Certifications of Amendments
________________________________________________________________________________________________________
The Corporation certifies, represents, and warrants for purposes of Section 13.1-888 of the Act:
(a) The name of the Corporation is Jamestowne Society, Inc.
(b) The text of each of the Amendments is set forth in Article 3.
(c) The date of adoption of each of the Amendments was November 8, 2025.
(d) The Amendments were approved by resolution adopted by the vote in favor thereof by all directors of the Corporation present at a regular meeting thereof duly called and held in accordance with the Bylaws of the Corporation on November 8, 2025, with quorum present and acting throughout.
(e) The Amendments, as approved by the directors and submitted to the Members, were approved by resolution adopted by the vote of the members set forth as follows at a regular meeting thereof duly called and held in accordance with the Bylaws of the Corporation on November 8, 2025, with quorum present and acting throughout:
Member Votes For the Amendments: __________________
Member Votes Against the Amendments: None
Article 3
Amendment of Existing Articles
________________________________________________________________________________________________________
Section 3.01 Amendment of Paragraph 5 B of Existing Articles
The Corporation amends Paragraph 5 B of the Existing Articles by deletion of said Paragraph 5 B in the entirety thereof and substitution therefor of the following:
“B. The Corporation shall have such officers with such titles and duties as shall be stated in the Bylaws of the Corporation, as at any time amended. “
Section 3.02 Amendment of Paragraph 7 of Existing Articles
The Corporation amends Paragraph 7 of the Existing Articles by deletion of said Paragraph 7 in the entirety thereof and substitution therefor of the following:
“7. The registered agent of the Corporation is:
Mr. Dylan Bishop
c/o Wilcox Savage
901 E. Cary Street
Suite 102
Richmond, Virginia 23219”
Article 4
Ratification of Existing Articles
________________________________________________________________________________________________________
The Corporation hereby ratifies and confirms the Existing Articles, as amended by these Amendments, in all respects and for all purposes.
In Witness Whereof, the Corporation has caused this instrument to be executed and delivered for and on behalf thereof by the Governor thereof having been duly authorized thereunto.
____________________________________
Governor of the Jamestowne Society, Inc.
TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
JAMESTOWNE SOCIETY , INC.
___________________________________
November 8, 2025
____________________________________
______________________________________________________________________________
The undersigned Jamestowne Society, Inc., a domestic nonstock corporation incorporated, organized and existing under the Virginia Nonstock Corporation Act, acting pursuant to the said Act and proceedings and resolutions of the Council and Members of the Corporation, has authorized and hereby files with the State Corporation Commission of the Commonwealth of Virginia the within Articles of Amendment to the Amended and Restated Articles of Incorporation of the Jamestowne Society, Inc. heretofore adopted and effective on November 9, 2019 filed with the said Commission and recorded as Instrument No. 1912010049.
Article 1
Definitions
________________________________________________________________________________________________________
For purposes hereof:
Act means the Virginia Nonstock Corporation Act.
Amendments means the amendments to the Existing Articles made by this instrument.
Corporation means the Jamestowne Society, Inc.
Council means the governing body of the Corporation.
Existing Articles means the Amended and Restated Articles of Incorporation of the Corporation filed with the State Corporation Commission of the Commonwealth of Virginia and recorded as Instrument No. 1912010049.
Members means the members of the Corporation.
Article 2
Certifications of Amendments
________________________________________________________________________________________________________
The Corporation certifies, represents, and warrants for purposes of Section 13.1-888 of the Act:
(a) The name of the Corporation is Jamestowne Society, Inc.
(b) The text of each of the Amendments is set forth in Article 3.
(c) The date of adoption of each of the Amendments was November 8, 2025.
(d) The Amendments were approved by resolution adopted by the vote in favor thereof by all directors of the Corporation present at a regular meeting thereof duly called and held in accordance with the Bylaws of the Corporation on November 8, 2025, with quorum present and acting throughout.
(e) The Amendments, as approved by the directors and submitted to the Members, were approved by resolution adopted by the vote of the members set forth as follows at a regular meeting thereof duly called and held in accordance with the Bylaws of the Corporation on November 8, 2025, with quorum present and acting throughout:
Member Votes For the Amendments: __________________
Member Votes Against the Amendments: None
Article 3
Amendment of Existing Articles
________________________________________________________________________________________________________
Section 3.01 Amendment of Paragraph 5 B of Existing Articles
The Corporation amends Paragraph 5 B of the Existing Articles by deletion of said Paragraph 5 B in the entirety thereof and substitution therefor of the following:
“B. The Corporation shall have such officers with such titles and duties as shall be stated in the Bylaws of the Corporation, as at any time amended. “
Section 3.02 Amendment of Paragraph 7 of Existing Articles
The Corporation amends Paragraph 7 of the Existing Articles by deletion of said Paragraph 7 in the entirety thereof and substitution therefor of the following:
“7. The registered agent of the Corporation is:
Mr. Dylan Bishop
c/o Wilcox Savage
901 E. Cary Street
Suite 102
Richmond, Virginia 23219”
Article 4
Ratification of Existing Articles
________________________________________________________________________________________________________
The Corporation hereby ratifies and confirms the Existing Articles, as amended by these Amendments, in all respects and for all purposes.
In Witness Whereof, the Corporation has caused this instrument to be executed and delivered for and on behalf thereof by the Governor thereof having been duly authorized thereunto.
____________________________________
Governor of the Jamestowne Society, Inc.
Last Update: 19 December 2025
