We the undersigned citizens of the Commonwealth of Virginia acting as incorporators under the provisions of Title 13.1, Chapter 10, Virginia Nonstock Corporations, of the Code of Virginia, hereby associate to form a nonstock corporation and adopt these Articles of Incorporation.
- NAME – The name of this nonstock corporation shall be:
VIRGINIA CITIZENS MILITIA
- PURPOSE – This corporation shall be operated exclusively for charitable and educational purposes so as to qualify at all times under §501(c)(3) of the Internal Revenue Code. The specific purpose for which this corporation is organized is to establish and maintain a well regulated militia to support and defend the Constitution of the United States and the Constitution of the Commonwealth of Virginia
- POWERS – This corporation shall have all of the powers, rights and privileges granted to or conferred upon nonstock corporations by the laws of the Commonwealth of Virginia now or hereafter in effect.
- MEMBERS – This corporation shall have four (4) classes of members, none of whom shall have the right to vote. The four (4) classes are as follows:
- Operational Members – Each citizen of Virginia who joins and becomes an operational member of this corporation shall become and Operational Member.
- Sponsoring Member – Each individual who is recognized by vote of the Board of Directors as materially supporting the work of this corporation and designated a Sponsoring Member shall be such. Each individual who makes a financial contribution to this corporation shall become a Sponsoring Member for the calendar year in which the contribution is made.
- Service Member – Each individual who provides administrative, managerial or other services to this corporation or helps with any activity of this corporation shall be a Service Member of this corporation.
- Honorary Member – Each individual, who for service rendered to this corporation, the community or the country, has been elected an Honorary Member of this corporation by the Board of Directors shall be an Honorary Member of this corporation.
The rights, privileges, duties and responsibilities of the members of each class of members shall be determined by the Board of Directors from time to time; provided however, that the right to vote shall not be given to any member or to any class of members.
- DIRECTORS – The number of directors shall be five (5) and the names and address of the initial directors are as follows:
Hugh A. M. Shafer, Jr. 8351B Greensboro Drive
McLean, Virginia 22102
John D. Buhl 1306 B Squire Court
Sterling, Virginia 20166
Douglas C. Seal 5265 Port Royal Road, Suite 100
Springfield, Virginia 22151
Bryce A. Schwarzmann 7131 Lee Highway
Falls Church, Virginia 22046
William H. Condon, Jr. 140 West Jefferson Street
Falls Church, Virginia 22040
The Board of Directors may from time to time change the number of directors, but the number of directors shall not be reduced below three (3). Each director shall continue to serve until removed by unanimous vote of all of the other directors or until said director resigns or dies. The remaining directors by unanimous vote of all of the remaining directors may elect a successor to any director who is removed, resigns or dies.
- INDEMNIFICATION OF DIRECTORS AND OFFICERS – This corporation shall indemnify its directors and officers, current and past, to the fullest extent permitted by law.
- DURATION – The duration of this corporation shall be perpetual.
- REGISTERED OFFICE – The post office address of the registered office of this corporation is 8351B Greensboro Drive, McLean, Virginia 22102. The name of the county in which the registered office is located is Fairfax County.
- REGISTERED AGENT – The name of the registered agent of this corporation is Hugh A. M. Shafer, Jr., who is a resident of the Commonwealth of Virginia and a director of this corporation whose business office is the same as the registered office of this corporation.
- BENEFIT – No part of the net earnings of this corporation shall inure to the benefit of any officer, director or member of this corporation or to any other person or entity, except that reasonable compensation may be paid for services rendered or goods sold and delivered.
- LIMITATION OF ACTIVITIES – No substantial part of the activities of this corporation shall be carrying on propaganda or otherwise attempting to influence legislation (except as provided in §501(h) of the Internal Revenue Code). This corporation shall not participate in or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.
- PRIVATE FOUNDATION – In the event this corporation is at any time deemed to be a private foundation (as defined in §509 of the Internal Revenue Code) it shall distribute its income and, if necessary, principal, for each taxable year at such time and in such manner so as not to subject this corporation to tax under §4942 of the Internal Revenue Code. This corporation if deemed to be a private foundation shall not engage in any self-dealing (as defined in §4941(d) of the Internal Revenue Code), retain any excess business holdings (as defined in §4943(c) of the Internal Revenue Code), make any investments in such manner as to give rise to liability for the tax imposed by §4944 of the Internal Revenue Code, or make any taxable expenditures (as defined in §4945(d) of the Internal Revenue Code). Each reference to a section of the Internal Revenue Code shall include future amendments to such section and corresponding provisions of future internal revenue laws.
- DISSOLUTION – Upon dissolution or winding up of the affairs of this corporation, whether voluntary or involuntary, the property remaining after all corporate debts or other proper charges have been paid or provided for, shall be distributed, transferred, conveyed, delivered and paid over to such organization or organizations as are exempt from federal income tax under 501(c)(3) of the Internal Revenue Code, upon such terms and conditions and in such amounts or proportions as the Board of Directors of this corporation may determine, to be used by such organizations solely for religious, charitable, scientific, testing for public safety, literary or educational purposes or to foster national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment) or for the prevention of cruelty to children or animals. No officer, director or member of this corporation or any private individual or any other organization, except as provided above, shall be entitled to share in the distribution of any of this corporation’s property upon its dissolution or the winding up of its affairs.