AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF JAMESTOWNE SOCIETY
Pursuant to the provisions of the Virginia Nonstock Corporation Act, Virginia Code Sections 13.1-801, et seq., the undersigned corporation hereby adopts these Amended and Restated Articles of Incorporation and states as follows:
1. The name of the Corporation is hereby changed to: JAMESTOWNE SOCIETY, INC.
2. The Corporation (hereinafter sometimes referred to as the Society) exists for educational, historical, patriotic and charitable purposes, including the following:
A. To discover and record the names of all early settlers of Jamestowne in the Colony of Virginia who made the great sacrifice to establish our English-speaking Nation; to unite their descendants to honor the memory of their settler-ancestors; to record their history; and to pay homage to the birthplace of Virginia and the Nation;
B. To associate their descendants as Members of the Society;
C. To bring the Members into closer association through activities revolving around matters of common historical and genealogical interest;
D. To promote and support the restoration of historical records, documents, objects, and edifices which are of lasting cultural value to the people of Virginia and of the Nation;
E. To assist in the organization of local chapters of the Society, known as Companies, reminiscent of the London and Virginia Companies, where membership and interest justify them; and
F. To engage in activities consistent with, and to promote and support, the foregoing purposes and to exercise all the rights and powers vested in nonstock corporations by law as are consistent with the exemption under Section 501(c)(3) of the Internal Revenue Code of 1954 or any successor statute in effect at any future time.
3. No portion of the net earnings of the Corporation shall inure to the benefit of private shareholders or individuals, and in the event of dissolution of the Corporation its assets shall be distributed to the Commonwealth of Virginia or to a designated organization (or organizations) exempt under section 501(c)(3) of the Internal Revenue Code of 1954 or any successor statute in effect at any future time, and in accordance with Virginia law.
4. MEMBERS.
A. The Corporation is a membership organization and shall have one class of Members. The membership of the Corporation shall be composed of the descendants of individuals in the following groups (hereinafter, Qualifying Ancestors):
i. Stockholders in the London Company or the Virginia Company;
ii. Members of one of the guilds owning stock in one or both of the aforesaid companies during the investment period, April 10, 1606 to May 24, 1624;
iii. Signers of any of the three Charters of the Virginia Company of London in 1606, 1609, and 1612;
iv. Those who owned land or had domiciles in Jamestowne, or on Jamestowne Island, prior to 1700, including but not limited to any person who held one or more of the following offices: Governor, Secretary of State, Treasurer, Attorney General, and Auditor General of the Colony; member of the Council of State or the House of Burgesses; and Clerk and Deputy Clerk of the General Court;
v. Residents in Virginia at the time of the 1624/25 Muster or earlier;
vi. Ordained Anglican ministers serving in Virginia prior to 1700; and
vii. Official Indian interpreters serving in Virginia prior to 1700.
B. Admission to membership shall be upon invitation; submission and approval of proof of descent from one of the foregoing Qualifying Ancestors; payment of any prescribed fees; and upon any other terms and conditions prescribed in the Bylaws of the Corporation.
5. GOVERNANCE
A. The Board of Directors of the Corporation shall be called the Council, and the Directors shall be called Councilors. The number of Councilors constituting the Council is not fewer than eighteen (18). A different number may be specified from time to time in the Bylaws. The Council or the Members may remove a Councilor with or without cause.
B. The Officers of the Corporation shall be defined in the Bylaws, and shall include, but shall not be limited to, a President, whose title shall be Governor; a Vice-President, whose title shall be Lieutenant Governor; a Secretary, whose title shall be Secretary of State; a Treasurer, whose title shall be Secretary of the Treasury; and an Attorney General. Any two offices may be held concurrently by the same person, except that the offices of Governor and Lieutenant Governor cannot be held by the same person; the offices of Governor and Secretary of State cannot be held by the same person; and the offices of Governor and Secretary of the Treasury cannot be held by the same person. Anyone who holds two offices shall have only one vote.
C. The Members of the Corporation shall have the right to vote for the Officers and for Councilors-at-large. The Officers and Councilors-at-large shall be elected by a majority vote of the Members at the regular annual business meeting of Members, as provided in the Bylaws. The Officers shall be ex officio voting members of the Council.
D. If the office of Governor becomes vacant, the Lieutenant Governor shall automatically fill that vacancy. If a Councilor-at large or an Officer other than the Governor does not complete his term for any reason and a vacancy therefore occurs, the Governor shall promptly appoint a replacement to complete his term. The appointee shall be subject to ratification by the Council at a meeting of the Council held within thirty (30) days after the vacancy occurs. If a Councilor-at-large becomes an Officer, his position as an at-large Councilor shall become vacant.
E. The Governor shall have the right to appoint up to three (3) Councilors in addition to the Councilors-at-large, as provided in the Bylaws. If an appointed Councilor does not complete his term for any reason, the Governor shall have the right to appoint a replacement to serve the remainder of the appointed Councilor’s term.
F. The Members shall also have the right to vote, at regular meetings of the Members, to adopt Amended, or Amended and Restated, Bylaws. Such amendments or restatements shall be adopted by majority vote of the Members at such a meeting.
G. Neither remote, telephonic or electronic voting, nor proxy voting, shall be permitted for meetings of the Members. Twenty-five (25) or more Members present in person shall constitute a quorum at any meeting of the Members.
6. ADDRESS.
A. The current address of the principal office of the Corporation is: 3410 Hermitage Road, Richmond, Virginia, 23227.
B. The current mailing address of the Corporation is: Post Office Box 6845, Richmond, Virginia 23230.
C. The name of the City and County in which the principal office is located is the City of Richmond, an independent city.
7. The Corporation’s current Registered Agent is: William Harrison Schroeder, 304 East Main Street, Post Office Box 156, Floyd, Virginia 24091.
8. The Corporation shall indemnify, and shall limit the liability of, present and former Councilors, Officers, Employees and Agents of the Corporation from claims against them, liability, and costs of defense, and other costs and expenses, as set forth in the Corporation’s Bylaws.
9. The Corporation shall have perpetual duration.
10. As used in these Articles, in the Bylaws, and any other document, unless clearly indicated otherwise, the use of the masculine shall include the feminine and neuter, and vice versa; and the use of the singular shall include the plural, and vice versa.
Adopted and effective this _____ day of November, 2019.
JAMESTOWNE SOCIETY, INC., a not-for-profit Virginia Corporation
By: ______________________________________________________
Print Name: _______________________________________________
Its: President (known as Governor)
1. The name of the Corporation is hereby changed to: JAMESTOWNE SOCIETY, INC.
2. The Corporation (hereinafter sometimes referred to as the Society) exists for educational, historical, patriotic and charitable purposes, including the following:
A. To discover and record the names of all early settlers of Jamestowne in the Colony of Virginia who made the great sacrifice to establish our English-speaking Nation; to unite their descendants to honor the memory of their settler-ancestors; to record their history; and to pay homage to the birthplace of Virginia and the Nation;
B. To associate their descendants as Members of the Society;
C. To bring the Members into closer association through activities revolving around matters of common historical and genealogical interest;
D. To promote and support the restoration of historical records, documents, objects, and edifices which are of lasting cultural value to the people of Virginia and of the Nation;
E. To assist in the organization of local chapters of the Society, known as Companies, reminiscent of the London and Virginia Companies, where membership and interest justify them; and
F. To engage in activities consistent with, and to promote and support, the foregoing purposes and to exercise all the rights and powers vested in nonstock corporations by law as are consistent with the exemption under Section 501(c)(3) of the Internal Revenue Code of 1954 or any successor statute in effect at any future time.
3. No portion of the net earnings of the Corporation shall inure to the benefit of private shareholders or individuals, and in the event of dissolution of the Corporation its assets shall be distributed to the Commonwealth of Virginia or to a designated organization (or organizations) exempt under section 501(c)(3) of the Internal Revenue Code of 1954 or any successor statute in effect at any future time, and in accordance with Virginia law.
4. MEMBERS.
A. The Corporation is a membership organization and shall have one class of Members. The membership of the Corporation shall be composed of the descendants of individuals in the following groups (hereinafter, Qualifying Ancestors):
i. Stockholders in the London Company or the Virginia Company;
ii. Members of one of the guilds owning stock in one or both of the aforesaid companies during the investment period, April 10, 1606 to May 24, 1624;
iii. Signers of any of the three Charters of the Virginia Company of London in 1606, 1609, and 1612;
iv. Those who owned land or had domiciles in Jamestowne, or on Jamestowne Island, prior to 1700, including but not limited to any person who held one or more of the following offices: Governor, Secretary of State, Treasurer, Attorney General, and Auditor General of the Colony; member of the Council of State or the House of Burgesses; and Clerk and Deputy Clerk of the General Court;
v. Residents in Virginia at the time of the 1624/25 Muster or earlier;
vi. Ordained Anglican ministers serving in Virginia prior to 1700; and
vii. Official Indian interpreters serving in Virginia prior to 1700.
B. Admission to membership shall be upon invitation; submission and approval of proof of descent from one of the foregoing Qualifying Ancestors; payment of any prescribed fees; and upon any other terms and conditions prescribed in the Bylaws of the Corporation.
5. GOVERNANCE
A. The Board of Directors of the Corporation shall be called the Council, and the Directors shall be called Councilors. The number of Councilors constituting the Council is not fewer than eighteen (18). A different number may be specified from time to time in the Bylaws. The Council or the Members may remove a Councilor with or without cause.
B. The Officers of the Corporation shall be defined in the Bylaws, and shall include, but shall not be limited to, a President, whose title shall be Governor; a Vice-President, whose title shall be Lieutenant Governor; a Secretary, whose title shall be Secretary of State; a Treasurer, whose title shall be Secretary of the Treasury; and an Attorney General. Any two offices may be held concurrently by the same person, except that the offices of Governor and Lieutenant Governor cannot be held by the same person; the offices of Governor and Secretary of State cannot be held by the same person; and the offices of Governor and Secretary of the Treasury cannot be held by the same person. Anyone who holds two offices shall have only one vote.
C. The Members of the Corporation shall have the right to vote for the Officers and for Councilors-at-large. The Officers and Councilors-at-large shall be elected by a majority vote of the Members at the regular annual business meeting of Members, as provided in the Bylaws. The Officers shall be ex officio voting members of the Council.
D. If the office of Governor becomes vacant, the Lieutenant Governor shall automatically fill that vacancy. If a Councilor-at large or an Officer other than the Governor does not complete his term for any reason and a vacancy therefore occurs, the Governor shall promptly appoint a replacement to complete his term. The appointee shall be subject to ratification by the Council at a meeting of the Council held within thirty (30) days after the vacancy occurs. If a Councilor-at-large becomes an Officer, his position as an at-large Councilor shall become vacant.
E. The Governor shall have the right to appoint up to three (3) Councilors in addition to the Councilors-at-large, as provided in the Bylaws. If an appointed Councilor does not complete his term for any reason, the Governor shall have the right to appoint a replacement to serve the remainder of the appointed Councilor’s term.
F. The Members shall also have the right to vote, at regular meetings of the Members, to adopt Amended, or Amended and Restated, Bylaws. Such amendments or restatements shall be adopted by majority vote of the Members at such a meeting.
G. Neither remote, telephonic or electronic voting, nor proxy voting, shall be permitted for meetings of the Members. Twenty-five (25) or more Members present in person shall constitute a quorum at any meeting of the Members.
6. ADDRESS.
A. The current address of the principal office of the Corporation is: 3410 Hermitage Road, Richmond, Virginia, 23227.
B. The current mailing address of the Corporation is: Post Office Box 6845, Richmond, Virginia 23230.
C. The name of the City and County in which the principal office is located is the City of Richmond, an independent city.
7. The Corporation’s current Registered Agent is: William Harrison Schroeder, 304 East Main Street, Post Office Box 156, Floyd, Virginia 24091.
8. The Corporation shall indemnify, and shall limit the liability of, present and former Councilors, Officers, Employees and Agents of the Corporation from claims against them, liability, and costs of defense, and other costs and expenses, as set forth in the Corporation’s Bylaws.
9. The Corporation shall have perpetual duration.
10. As used in these Articles, in the Bylaws, and any other document, unless clearly indicated otherwise, the use of the masculine shall include the feminine and neuter, and vice versa; and the use of the singular shall include the plural, and vice versa.
Adopted and effective this _____ day of November, 2019.
JAMESTOWNE SOCIETY, INC., a not-for-profit Virginia Corporation
By: ______________________________________________________
Print Name: _______________________________________________
Its: President (known as Governor)
Last Update: 14 October 2019
