Amended and Restated Articles of Incorporation
of the
Medical College of Virginia Alumni Association
of
Virginia Commonwealth University
ARTICLE IName
The name of the corporation shall be the Medical College of Virginia Alumni Association of Virginia Commonwealth University.
ARTICLE IIPurpose
The corporation is organized and shall be operated exclusively for charitable, literary, educational and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 and the corresponding provision of any future federal tax law (the “Code”). No substantial part of the activities of the corporation shall include social, recreational and other activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501(c)(3) of the Code . The principal purpose shall be to foster a spirit of loyalty and fraternity among graduated and former students of the Medical College of Virginia of Virginia Commonwealth University and to bring about united and concerned action in promoting the welfare of the institution as it seeks “To preserve and restore health – to seek the cause and cure of disease – to educate those who will serve humanity.” No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, directors or other private individuals.
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, any candidate for public office.
ARTICLE IIIMembers
Section 1. Corporate Member
The sole corporate member of the corporation shall be Virginia Commonwealth University Alumni, which must approve all proposed amendments to these articles of incorporation and the bylaws of the corporation. All other authority shall be vested in the Board of Trustees.
Section 2. There shall be three categories of individual members of the corporation – Active Member, Associate Members and Honorary Member.
a) Active Membership
Active membership shall be conferred annually on those alumni presenting payment of the annual dues. Membership shall be for the calendar year beginning with the recorded date of dues receipt. Life membership shall be conferred on those persons presenting payment of life dues. Membership shall be for the remainder of that person’s life. Active members shall hold the privileges of voting on any matters that may be submitted to them by the Corporate Member and holding office.
b) Associate Membership
All graduates of the Medical College of Virginia of VCU are associate members of the Association. Associate members may neither vote, nor hold office.
c) Honorary Membership
Honorary membership may be conferred on persons by action of the Board of Trustees. Honorary members may neither vote, nor hold office.
ARTICLE IVTrustees
The number of Trustees of the corporation shall be between thirteen and thirty-eight and, unless the bylaws shall specify a different number, shall be thirty-eight. The President of the MCV Student Government Association shall serve ex officio as a voting Trustee. All other Trustees shall be elected by the incumbent Trustees for terms of three years and shall be assigned to classes so that the terms of approximately one third of the Board of Trustees end each year. A Trustee is eligible for re-election but may serve no more than two consecutive three-year terms.
Regulation of Internal Affairs
The following provisions are made a part of these articles of incorporation for the regulation of the internal affairs of the corporation:
a) The corporation, in the discretion of its Board of Trustees, may take, accept, retain and hold all or any of the property, real or personal, which at any time may be given, assigned, transferred, conveyed, bequeathed or devised to, or received by the corporation, whether such property is or is not of the character or class regarded by law as a legal investment for fiduciaries.
b) Subject to the provisions of Section 13. 1-826 of the Virginia Code, and the amendments thereto, the Board of Trustees, at any time or from time to time in its discretion, may lease, sell, or dispose of all or any part of the property, whether real or personal, of the corporation and may invest and reinvest the proceeds from such leases, sales, or disposals and moneys realized from any other source whatever in such property, real or personal, as they may deem proper, whether the same is or is not of the character or class regarded by law as a legal investment for fiduciaries.
c) Notwithstanding the foregoing, the corporation may engage only in activities that may be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Code and by a corporation to which contributions are deductible under Sections 170(c), 2055 and 2522 of the Code.
ARTICLE VAmendments
Any amendment to these articles shall be adopted by the Board of Trustees and submitted to the Corporate Member and shall become effective only with the Corporate Member’s approval.
ARTICLE VIDissolution
In the event of the dissolution of the corporation, all of its assets not needed for the payment of its debts and expenses shall be transferred and conveyed to the Medical College of Virginia Foundation if such Foundation at the time of the dissolution of this corporation qualifies under Section 501(c)(3) of the Code , but if at such time said Foundation does not qualify, then to such corporations or organizations as may qualify under Section 501(c)(3) of the Code at the time of dissolution, and in such proportions as the Board of Trustees in consultation with the Corporate Member shall determine, to be used for the benefit of the Medical College of Virginia campus of VCU and to foster bonds among its alumni.
ARTICLE VIIIndemnification
To the full extent allowed by the Virginia Nonstock Corporation Act in force on the date of these articles, the corporation shall indemnify against liability, and advance reasonable expenses to, any individual who was, is, or is threatened to be named a defendant or respondent in any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, because the individual is or was a Trustee, or while a Trustee, is or was serving at the corporation’s request as a director, officer, partner, trustee, manager, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. The corporation may (but shall not be required to) indemnify, and advance reasonable expenses to, an employee or agent of the corporation who is not a Trustee to the same extent as if that person were a Trustee.
Amended: August 1, 2013