CHEROENHAKA (NOTTOWAY) INDIAN
TRIBAL HERITAGE FOUNDATION, INCORPORATED
A NON-PROFIT CORPORATION
The undersigned incorporators, in order to form a non-profit corporation, under the laws of the Commonwealth of Virginia, adopt the following Articles of Incorporation:
The name of the corporation, which is hereafter called the “Corporation” is The Cheroenhaka (Nottoway) Indian Tribal Heritage Foundation.
The name and address of the registered agent of the Corporation in this state is Walter D. “Red Hawk” Brown, III, whose address is 33334 Sandy Ridge Road, Franklin, Virginia, 23851. The registered agent is a citizen of and resides in the Commonwealth of Virginia. The corporation may by resolution of the Directors change the registered agent as permitted by law. The Registered office is located in Southampton County.
The principle office of the Corporation is 33334 Sandy Ridge Road, Franklin, Virginia 23851. The corporation may, by resolution of the Directors, change the location to any other location as permitted by law.
The specific purposes for which this corporation is organized are Charitable, Religious and Educational. The corporation is organized for one or more of the purposes as specified in Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code. This is a non-member organization.
The Corporation shall have a board of nine (9) directors unless the number is increased or decreased in accordance with the Bylaws of the Corporation. However, the number of directors shall never be less than the minimum number required by Virginia Law. The names and addresses of the Directors who shall act until the first bi-annual election of directors are:
Walter D. “Red Hawk” Brown, III
3334 Sandy Ridge Road
Franklin, Virginia 23851
Ellis “Soaring Eagle” Wright
23066 Angelico Road
Capron, Virginia 23849
Teresa Preston (At Large Community Representative, Article VIII,7/12/2008)
10457 New Road Ivor, Virginia 23866
Beverly “Barefoot” El , (Article VIII, 10/6/07)
10815 Granada Road
Richmond, Virginia 23235
Vashti “Sparrow Hawk” Clarke, (Article VIII, 1/24/2015)
P.O. Box 686
Thomas “Star Watcher” Hines, (Article VIII, 1/24/2015)
120 Wellington Circle
Smithfield, Virginia 23430
Gary “Twin Hawks” Burnette, (Article VIII, 1/24/2015)
6108 Carlyle Drive
Raleigh, NC 27614
Teressa “Chenoabuck” Baxter (Article VIII, 3/11/06)
412 Clay Street
Franklin, Virginia 23851
Caroh “Water Blossom” Holley (Article VIII, 1/13/2018)
2808 Gatehouse Drive
Baltimore, MD 21207
The addresses of the incorporators of the Corporation are:
Walter D. “Red Hawk” Brown, III Ellis “ Soaring Eagle” Wright
33334 Sandy Ridge Road 23066 Angelico Road
Franklin, Virginia 23851 Capron, Virginia 23829
The period of this Corporation is perpetual.
New directors are to be selected by the existing Directors by majority vote, should an opening exist.
The Corporation shall operate in accordance with adopted bylaws; to include, any additional provisions for the operation of the corporation are as follows:
(a) The Corporation is organized exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now in force or afterwards amended (the “Code”). Including without limitation;
(i) to receive and administer funds for such charitable and educational purposes, all for the public welfare, and for no other purposes, and to that end to take and hold, by bequest, gift, purchase, or lease, either absolutely or in trust for such objects and purposes or any of them, any property, real, personal or mixed, without limitation as to amount of value, except such limitation, if any, as may be imposed by law;
(ii) to sell, convey, and dispose of any such property and to invest and reinvest the principle thereof, and to deal with and expend the income there from for any of the aforementioned purposes, without limitation, except such limitation, if any, as may be contained in the instrument under which such property is received;
(iii) to receive any property, real, personal or mixed, in trust, under the terms of any will, deed of trust, or other trust instrument for the foregoing purposes of any of them, and in administering the same to carry out the directions, and exercise the powers contained in the trust instrument under which the property is received, including the expenditure of the principal as well as income, for one or more of such purposes, if authorized or directed in the trust instrument under which it is received, but no gift, bequest or devise of any such property shall be received or accepted if it is conditioned or limited in such manner as shall require the disposition of the income or its principal to any person or organization other than a “charitable organization” or for other than “charitable purposes” within the meaning of such terms as defined in Article Twelve of the charter, or as shall in the opinion of the Board of Directors, jeopardize the federal income tax exemption of the Corporation pursuant to Section 501(c)(3) of the Code;
(iv )to receive, take title to, hold, and use the proceeds and income of stocks, bonds, obligations, or other securities of any corporation or corporations, domestic or foreign, but only for the foregoing purposes, or some of them; and, in general, to exercise any, all and every power for which a non-profit corporation organized under the applicable provisions of
(i) the Codes of Virginia for educational and charitable purposes, for the public welfare, can be authorized to exercise, but only to the extent the exercise of such powers are in furtherance of exempt purposes.
- No part of the net earning of the Corporation shall inure to the benefit of or be distributable to its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Nine hereof. Except as otherwise provided by Section 501(h) of the Code, 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 (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) a candidate for public office. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(a) of the Code as an organization described in Section 501(c)(3) of the Code, or (b) by a corporation, contributions to which are deductible under Section 170(a) of the Code as being to an organization referred to in Section 170(c)(2) of the Code.
Upon dissolution of the Corporation’s affairs, or upon the abandonment of the Corporation’s activities due to impracticable or inexpedient nature, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the Corporation, dispose of all remaining assets of the Corporation exclusively for the exempt purposes of the Corporation in such manner, as to such other charitable organization of this State, having a similar or analogous character or purpose as the Board of Directors shall determine. Any assets not so distributed by the Board of Directors shall be distributed by a court of competent jurisdiction of the county in which the Corporation’s principal office is then located exclusively for the Corporation’s exempt purposes.
In this Charter,
References to “charitable organization” or “charitable organizations” means corporations, trusts, funds, foundations or community chests created or organized in the United States or in any of its possessions, whether
(a) under the laws of the United States, any state or territory, the District of Columbia or any possession of the United States, organized and operated exclusively for charitable purposes, no part of the net earnings of which inures or is payable to or for the benefit of any private stakeholder or individual and no substantial part of the activities of which is carrying on propaganda or otherwise attempting to influence legislation and which do not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of (or in opposition to) any candidates for public office. It is intended that the organization described in this Article Twelve shall be entitled to exemption from federal income tax under Section 501(c)(3) of the Code.
(b) The term “charitable purposes” shall be limited to and shall include only religious, charitable, scientific, literacy or educational purposes within the meaning of the terms used in Section 501(c)(3) of the Code but only such purposes as also constitute public charitable purposes under the laws of the United States, any state or territory, the District of Columbia, ,or any possession of the United States.
Notwithstanding any other provisions in these Articles, at all times when the Corporation is a private foundation within the meaning of Section 509 of the Code, it shall be subject to the following restrictions:
(a) The Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax in undistributed income imposed by Section 4942 of the Code.
The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code.
The Corporation reserves the right to make any amendment to the charter, now or hereafter authorized by law.
To the maximum extent that Virginia law in effect from time to time permits limitation of the liability of directors and officers no director or officer of the Corporation shall be liable to the Corporation or its members for money damages. Neither the amendment nor repeal of this Article, nor adoption or amendment of any other provision of the charter or Bylaws inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act which occurred prior to such amendment, repeal or adoption.
The undersigned incorporation hereby declares under penalty of perjury that the statements in the foregoing Articles of Incorporation are true. IN WITNESS WHEROF, we the undersigned, being the persons named above as the first Directors, have executed these Articles of Corporation the ________day of __________________________________, 2005.
Walter D. Brown, III
Chief, Cheroenhaka (Nottoway) Indian Tribe
Telephone # (757) 562-7760
Asst. Chief, Cheroenhaka (Nottoway) Indian Tribe
Telephone # (434) 658-4796
STATE OF ________________________________,)
COUNTY OF ______________________________,)
On _____________________________, 2005, before me, the undersigned, a Notary Public in and for said County and State, Personally appeared _____________________________________________________,
and _______________________________________________ known to be the persons whose names are subscribed to the within instrument; and acknowledged to me that they executed the same.
WITNESS my hand and official seal.
___________________________ My Commission expires:
CHEROENHAKA (NOTTOWAY) INDIAN
TRIBAL HERITAGE FOUNDATION, INCORPORATED
Section 1.1 Principal Office.
The principal office of the Cheroenhaka (Nottoway) Indian Heritage Foundation (the Corporation) shall be in Southampton County, Virginia.
Section 1.2 Registered Office.
The Corporation will have and continuously maintain a registered office in Virginia, and a registered agent whose address is identical with that of the registered office. The registered office may be, but need not be, identical with the principal office. The address of the registered office may be changed from time to time by the Board of Directors.
The Corporation will have no members.
BOARD OF DIRECTORS
Section 3.1 General Powers.
The affairs of the Corporation will be managed by its Board of Directors (the “Board”), who shall exercise all general powers conferred by the laws of Virginia and shall have additional powers and duties as are specifically provided in the Articles of Incorporation and by these Bylaws.
Section 3.2 Number and Term.
There shall be nine (9) directors of the Corporation, who shall be appointed as follows:
(a) Class A Directors.
Eight (8) of the directors (known as the Class A Directors) shall be members of Cheroenhaka (Nottoway) Indian Tribe. Such directors shall serve a term of three(3) years or less and until his or her successor is elected and qualified (or, if earlier, until such director is removed, replaced, resigns, or otherwise is unable or unwilling to serve or continue to serve for any reason). The initial Class A Directors shall be divided into the following three (3) subclasses of directors as follows:
Walter D. “Red Hawk” Brown, III
Ellis “Soaring Eagle” Wright / Beverly “Barefoot” El ( Article VIII. 10/06/07)
Gary “Twin Hawks” Burnette ( Article VIII 1/24/2015)
Thomas “Star Watcher” Hines (Article VIII, 1/24/2015)
Caroh “Water Blossom” Holley (Article VIII, 1/13/18)
Teressa “Chenoabuck” Baxter
Vashti “Sparrow Hawk” Clarke (Article VIII, 1/24/201)
The term of Subclass 1 shall expire in 2006; the term of Subclass 2 shall expire on 2007; the term of Subclass 3 shall expire in 2008. With respect to each director, a successor director shall be appointed to hold office for a three-year term beginning on the first day of the fiscal year (October 1st – September 30th ), and shall serve until his or her successor is elected and qualified (or, if earlier, until such director is removed, replaced, resigns, or otherwise is unable or unwilling to serve for any reason). Class A Directors may serve multiple consecutive terms.
(b) Class B Director.
The one (1) director (known as the Class B Director) shall be an individual appointed by the Board of Directors of the Corporation in an “At-Large” capacity as a representative of the community. Such director shall serve for an initial term of three (3) years and until his or her successor is elected and qualified (or, if earlier, until such director is removed, replaced, resigns, or otherwise is unable or unwilling to serve or continue to serve for any reason). The Class B director may serve consecutive terms.
At-Large Member: Teresa Preston ( Article VIII, 7/12/2008)
Section 3.3 Qualifications.
Class A Directors are tribal members in good standing with the Cheroenhaka (Nottoway) Indian Tribe. The qualifications for selection as a director are the ability to participate effectively in fulfilling the responsibilities of the Corporation. There shall be no discrimination in the selection of the Class B Director on the grounds of sex, race, creed, religion, handicap, or national origin.
Section 3.4 Annual Meetings.
An annual meeting of the Board will be held once each year, unless otherwise agreed to by a majority of the Board. The Board may provide by resolution the time and place, within the State of Virginia, for the holding of the annual meeting.
Section 3.5 Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the Chairman or any two directors. The person or persons, authorized to call special meetings of the Board may fix any place as the place for holding any special meeting of the Board called by them.
Section 3.6 Notice of Meetings.
The Board of Directors will meet once per quarter. Notice of the time, place and purpose of any meeting of the Board of Directors will be given to each director at least (5) days previously thereto by written notice delivered personally, Email, or sent by mail or facsimile transmission to each director at his address as shown by the records of the Corporation. If mailed, such notice will be deemed to be delivered when deposited in the United States mail. All Board Members will respond to meeting notification not latter than (NLT) one day prior to said meeting. Three consecutive unexcused absences from a Board Meeting will constitute grounds for dismissal.
Section 3.7. Quorum.
A majority (five) of the directors then in office will constitute a quorum for the transaction of business at any meeting of the Board.
Section 3.8 Manner of Acting.
The act of a majority of the directors present at meetings at which a quorum is present will be the act of the Board, unless the act of a greater number is required by law, the Articles of Incorporation or these Bylaws.
Section 3.9 Compensation.
Directors will not receive any salary for their services, but by resolution of the Board of Directors, reasonable expenses of attendance, if any, may be allowed for the attendance at each meeting of the Board; but nothing herein contained will be construed to preclude any director from serving the Corporation in any capacity and receiving compensation therefore.
Section 3.10 Director Conflict of Interest Transactions.
Any director having an interest in a contract or other transaction presented to the Board of Directors (or a committee thereof) for authorization, approval or ratification shall make a prompt, full and accurate disclosure of his interest and all material facts to the Board of Directors (or committee) prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts, known to such person, about the contract or transaction which might reasonably be construed to be adverse to the Corporation’s interest.
The body to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such contract or transaction. Such person may not be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon, and where applicable, the abstention from voting and participation, and whether a quorum was present.
For the purposes of this Section, a person shall be deemed to have an “interest” in a contract or other transaction if he (or a family member) is the party (or one of the parties) contracting or dealing with the Corporation, is a director, officer or employee of, has a significant financial or influential interest in, or receives a fee from, the party contracting or dealing with the Corporation.
Section 3.11 Action by Directors Without a Meeting.
Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all directors. Upon being signed by all of the directors, such a writing shall constitute the action of the Board of Directors at a meeting duly called with proper notice and may be so referred to in any document.
Section 4.1 Officers.
The primary officers of the Corporation shall be the Chairman, Vice-Chairman, Secretary, and Treasurer. The officers of the Corporation shall also include an Assistant Secretary, Assistant Treasure and such other officers, as the Board may determine to perform the duties described from time to time by the Board. Each officer must be a member of the Board of Directors.
Section 4.2 Election and Terms of Office.
The officers of the Corporation will be elected annually by the Board of Directors. Each officer shall take office at the beginning of the fiscal year unless otherwise specified by the Board of Directors and shall hold office for a one-year term corresponding to the Corporation’s fiscal year. New offices may be created and filled at any meeting of the Board of Directors. Each officer may be elected to successive terms without limitation. The appointment of an officer by the Board of Directors does not create any contractual rights between such officer and the Corporation or either the Supported Organization of the Cheroenhaka (Nottoway) Indian Tribe.
Section 4.3 Removal.
Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors at any time with due cause. Such removal will be without prejudice to the officer so removed.
Section 4.4 Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the un-expired portion of the term, in the same manner as the vacated office was filled.
Section 4.5 Chairman.
The Chairman shall preside at all meetings of the Board of Directors. The Chairman shall be kept advised of the general affairs of the Corporation and see that all orders, resolutions and policies of the Board are implemented. The Chairman shall serve as chairman of the Executive Committee and as an ex-officio member of all other committees. The Chairman shall also act as the Chief Executive Officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. The Chairman shall have the usual powers and duties customarily vested in the office of Chairman and shall perform such duties as may be assigned to the Chairman by the Board of Directors.
Section 4.6 Vice-Chairman.
In the absence of the Chairman, the Vice-Chairman shall perform the duties of the Chairman and when so acting, shall have all powers of and be subject to all restrictions upon the Chairman. The Vice-Chairman shall also perform such other duties as from time to time may be assigned the Vice-Chairman by the Board of Directors or by the Chairman.
Section 4.7 Secretary.
The Secretary shall maintain minutes of the proceedings of the Board of Directors. The Secretary shall give all notices required by statute, law or resolution. The Secretary shall also perform such other duties as may be delegated to the Secretary by the Chairman.
Section 4.8 Treasurer.
The Treasurer shall cause to be kept a record of all receipts and expenditures. Such records shall always be open to inspection of the Board. The Treasurer shall ensure that monthly reports on the financial condition of the Corporation are prepared and that these reports be presented at each meeting of the Board; to include Tax Filing. Upon the request of the Supported Organization of the Cheroenhaka (Nottoway) Indian Tribe, the Treasurer shall also report to the Tribal Council of such Supported Organization. The Treasurer shall also ensure that an annual audit is conducted by a reputable auditing firm and that the detailed report is presented to the Board at the next meeting following its completion. The Treasurer shall make such additional reports and recommendations to the Board as the Board of Directors requests.
Section 5.1 Committee of Directors.
By resolution of the Board of Directors, the Board of Directors may constitute, appoint and remove (at any time, with or without cause) the members of, and grant any powers to one or more committees (including an Executive Committee), each of which shall consist of two or more directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation, except that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any such committee or any director or officer of the Corporation; amending the Articles of Incorporation; restating the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by the committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon the Board of Directors or such director by law.
Section 5.2 Other Committees.
Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be appointed in such manner as may be designated by a resolution adopted by the Board of Directors. Any member of such a committee thereof may be removed by the Board of Directors at any time with or without cause.
Section 5.3 Term of Office.
Each member of a committee shall continue annually or until a successor is appointed, unless the committee shall be sooner terminated, or unless such member of the committee is removed from such committee, or unless such member of the committee shall cease to qualify as a member of the committee thereof.
Section 5.4 Chairman.
One member of each committee shall be appointed chairman by the Board of Directors.
Section 5.5 Vacancies.
Vacancies in the membership of any committee may be filled by the Board of Directors.
Section 5.6 Quorum.
Unless otherwise provided in the resolution of the Board of Directors constituting a committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Any action required or permitted to be taken by a committee may be taken without a meeting if all members of such committee do such action in writing.
Section 5.7 Rules.
Each committee shall adopt rules for its own governance not inconsistent with these bylaws or with rules adopted by the Board of Directors.
Section 5.8 Committee Members Must be Board Members.
All committee members must be members of the Board of Directors.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 6.1 Contracts and Instruments.
The Board of Directors may authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 6.2 Amendment: Fidelity Bond – Board Approved on March 8, 2008:
Policy: It is the policy of the Cheroenhaka (Nottoway) Indian Tribal Heritage Foundation, Inc., to ensure that monetary assets are protected by a Fidelity Bond Insurance Policy. Procedure: The Board of Directors will purchase a $1,000,000.00 Fidelity Bond from a reputable Bonding Insurance Company to cover the primary officers (Chairman, Vice Chairman, Secretary and Treasure) having signature authority for checks. All checks drawn on the Foundations’ Checking Account will have a minimum of two different authorized signatures.
Section 6.3 Deposits.
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 6.3 Amendment: Bank Deposits – Board Approved on March 8, 2008:
Policy: It is the policy of the Cheroenhaka (Nottoway) Indian Tribal Heritage Foundation, Inc., to ensure fiscal integrity when handling funds and to maximize the earning potential of the Foundation’s account with timely deposits. Procedure: Upon receipt of Funds by the Board’s Treasurer (s) all funds will be deposited in the Board’s designated financial institution by the
Treasurer, or other Board’s designated appointee, within 72 hours of receiving funds.
Section 6.4 Gifts.
The Board of Directors may accept (or refuse to accept) on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
Section 6.5 Voting Securities.
The Chairman or the Vice Chairman, in that order, shall have full authority and power on behalf of the Corporation to attend, to act and vote personally or by proxy, at any meeting of the security holders of corporations in which the Corporation may hold securities and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities.
Section 6.6 Power to Employ Professionals.
The Chairman with the approval of the Board shall have the authority to retain such professional advice as the Chairman deems necessary, prudent, or advisable, including but not limited to certified public accountants, attorneys, money managers, financial advisors, real estate appraisers, and actuaries.