BAY BASH FOUNDATION INC.
ARTICLES OF INCORPORATION
ARTICLE I
NAME
The name of this corporation shall be BAY BASH FOUNDATION. The business of the corporation may be conducted as BAY BASH EVENTS.
ARTICLE II
DURATION
The period of duration of the corporation is perpetual.
ARTICLE III
PURPOSE
BAY BASH FOUNDATION is a non-profit corporation and shall operate exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code.
The purpose of our foundation is to provide financial assistance as well as mental and physical development to adults and children with intellectual and other disabilities.
Financial assistance is awarded to individuals with disabilities and families who support children with disabilities. Assistance is provided in many ways including; co-pay of medical bills, supplying medical equipment not covered under insurance, helping individuals pay for travel to treatment centers, as well as covering other medical related needs to individuals with disabilities.
We facilitate and supply access to environmental and outdoor activities including eco-tours, crabbing, oyster harvesting and fishing, both recreational and competition, through a variety of venues for children and adults with intellectual and other limiting disabilities. It is our goal to provide them opportunities to develop a love and respect for the outdoors, experience joy and participate in a sharing of gifts, skills and friendship with their families, other special needs individuals and the community.
The BAY BASH FOUNDATION strives to create a better world by fostering the acceptance and inclusion of all people. Through our programs, individuals with disabilities discover new strengths and abilities, skills and success through integration. Our aim is to provide a platform where special needs members of our community may feel joy, inclusiveness and develop confidence and fulfillment in life.
ARTICLE IV
NON-PROFIT NATURE
4.01 Non-profit Nature
The BAY BASH FOUNDATION is organized exclusively for charitable and educational purposes as it benefits individuals with intellectual and other disabilities. No part of the net earnings of BAY BASH FOUNDATION shall inure to the benefit of, or be distributed to its members, trustees, 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 the purpose clause hereof.
Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 (c)(3)of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax ode.
BAY BASH FOUNDATION is not organized and shall not be operated for the private gain of any person. The property of the corporation is irrevocably dedicated to its educational and charitable purposes. No part of the assets, receipts, or net earnings of the corporation shall inure to the benefit of, or be distributed to any individual. The corporation may, however, pay reasonable compensation for services rendered, and make other payments and distributions consistent with thee Articles.
4.02 Personal Liability
No officer or director of this corporation shall be personally liable for the debts or obligations of BAY BASH FOUNDATION of any nature whatsoever, nor shall any of the property or assets of the officers or directors be suject to the payment of the debts or obligations of this corporation.
4.03 Dissolution
Upon termination or dissolution of the BAY BASH FOUNDATION, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501 (c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
The organization to receive the assets of the BAY BASH FOUNDATION hereunder shall be selected by the discretion of a majority of the managing boy of the Bay Bash Foundation and its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Bay Bash Foundation by one (1) or more of its managing body which verified petition shall contain suh statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Virginia.
In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Virginia to be added to the general fund.
4.03 Prohibited Distributions
No part of the net earnings, or properties of this corporation, on dissolution or otherwise, shall inure to the benefit of, or be distributed to, its members, directors, officers or other private person or individual, 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 III, Section 3.01
4.04 Restricted Activities
No substantial part of the corporation’s activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office.
4.05 Prohibited Activities
Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on (I) by a corporation exempt from federal income tax as an organization described by Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (II) by a corporation, contribution to which are deductible under Section 170 (c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE V
BOARD OF DIRECTORS
5.01 Governance
BAY BASH FOUNDATION shall be governed by its board of directors.
5.02 Initial Directors
The initial directors of the corporation shall be
ARTICLE VI
MEMBERSHIP
6.01 Membership
BAY BASH FOUNDATION shall have no members. The management of the affairs of the corporation shall be vested in a board of directors as defined in the corporation’s bylaws.
ARTICLE VII
AMENDMENTS
7.01 AMENDMENTS
Any amendment to the Articles of incorporation may be adopted by approval of two-thirds (2/3) of the board of directors.
ARTICLE VIII
ADDRESS OF THE CORPORATION
8.01 Corporate Address
The mailing address of the corporation is:
BAY BASH FOUNDATION
545 Harvey’s Neck Road
Heathsville, VA 22473
ARTICLE IX
Appointment of registered agent
9.01 Registered Agent
The registered agent of the corporation shall be:
William Pipkin
545 Harvey’s Neck Road We, the undersigned, do hereby certify that the above stated Articlees of Incorporation of BAY BASH FOUNDATION were approved by the board of directors on ( date ) and constitute a complete copy of Articles of Incorporation of the BAY BASH FOUNDATION.
Names, Addresses and signatures of all directors and incorporators.
Acknowledgment consent to appointment as registered agent
I, (name), agree t be the registered agent for BAY BASH FOUNDATION as appointed herein.
Registered Agent ____________________________________
Date: ____________________