Officers:

Lee Wilhelm, Acting Chairman
Sarah McMinn, Acting Secretary

Roanoke City Public Schools Education Foundation, Inc. Amended and Restated Articles of Incorporation

The undersigned, on behalf of the nonstock corporation set forth below, pursuant to Title 13.1, Chapter 10, Article 10 of the Code of Virginia, states as follows:

ONE:

The name of the corporation is the Roanoke City Public Schools Education Foundation, Inc.

TWO:

The Articles of Incorporation are amended and restated in their entirety as more specifically set forth below.

THREE:

The Amended and Restated Articles of Incorporation were adopted by the Corporation on August 2, 2011.  The adoption of the Amended and Restated Articles of Incorporation was duly approved by the Board of Directors by a vote of at least two thirds (2/3) of the Directors in office.  Member approval of the Amended and Restated Articles of Incorporation was not required because the Corporation has no members.

FOUR:

The Amended and Restated Articles of Incorporation follow:

Article I Name

The name of the corporation is the Roanoke City Public Schools Education Foundation, Inc. (the “Foundation”).

Article II Purpose

This Foundation is organized exclusively for charitable and educational purposes with emphasis on promoting, assisting and encouraging educational activities and endeavors of every kind and description, of, for, or connected with, the Roanoke City Public Schools, their administrators, teachers, and students, alone or in cooperation with governmental or other private bodies or agencies.  In furtherance thereof, the Foundation’s purposes shall include the following: 

1. To develop alternative financial resources for educational programs supported by the Roanoke City Public Schools.

2. To enhance and diversify educational opportunities for the administrators, teachers, and students of the Roanoke City Public Schools.

3. To stimulate school administration and teaching methods.

4. To develop and promote interest in education.

5. To engage in any and all lawful activities incidental to the foregoing purposes except as limited herein.

6. To solicit, use and administer gifts, grants, bequests, and devises for the foregoing purposes.

7. To develop and promote an alumni association for Roanoke City Public School graduates in order to support the purposes of the Foundation.

Article III Distributions

No part of the net earnings of the Foundation shall inure to the benefit of or be distributable to its incorporator, directors, officers or other private persons except that the Foundation 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 II hereof.  No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation and the Foundation 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 IV Dissolution


Upon the dissolution of the Foundation, and after all of its liabilities and obligations have been paid, satisfied and discharged or adequate provisions made therefore, all of the Foundation’s remaining assets shall be distributed to the Roanoke City Public School Board (the

“School Board”), for the purposes of use by that public school system.  Any such assets not so distributed shall be distributed, at the direction of the School Board, to any other organization that is organized and operated exclusively for educational or charitable purposes within the meaning of Sections 501(c)(3) and 170(c)(2)(B) of the Internal Revenue Code.  Dissolution may be proposed by either the Board of Directors or the School Board.  Either Board may condition its submission of proposal for dissolution on any basis.  Dissolution shall be affected by a three fourths (3/4) majority vote of the Roanoke School Board.

Article V Members

The Foundation shall have no members.

Article VI Directors

6.1       Number and Term.  The Board of Directors shall consist of a minimum of eleven (11) and a maximum of thirty (30) directors.  The number of directors may be increased or decreased from time to time by the Board of Directors.  The number of directors shall be divided into three groups with each group containing one third of the total, as nearly equal in number as possible.  The initial term of the directors in the first group shall be for one (1) year.  The initial term of the directors in the second group shall be for two (2) years and the initial term of the directors in the third group shall be for three (3) years.  At each annual meeting of directors, one group of directors shall be appointed for a term of three years to succeed those whose terms expire.

6.2       Nominating Committee.  The Nominating Committee shall consist of a minimum of six (6) members to be appointed by the Chairman of the Board of Directors    The Nominating

Committee shall decide upon a slate of nominees required to fill the positions of retiring Directors at least thirty (30) days prior to any meeting of the Foundation at which time an appointment of the appointed Directors is to be held (including any election to fill a vacancy) and shall present such slate to the Foundation for approval by a majority of the Board of Directors  at least twenty (20) days prior to such meeting.  The Nominating Committee shall consult with appropriate authorities and resources regarding recommendations for viable candidates to serve as Directors on the Board of Directors.  No person shall be nominated or appointed to or be approved by the Foundation as an appointed Director who has not been presented to the Board of Directors  by the Nominating Committee in accordance with this Section 6.2 or as granted approval by Section 2.3 of the Amended and Restated Bylaws.

6.3       Election.  The initial Directors shall be appointed by the School Board.  After the appointment of the initial Board of Directors, Directors shall be appointed as set forth in the Amended and Restated Bylaws of the Foundation.  Directors need not be residents of the City of Roanoke, Virginia.  No appointed Director shall be eligible for election to the Board of Directors who shall have previously served as an appointed Director of the Foundation for more than two (2) consecutive three (3) year terms unless there is at least a one (1) year lapse between the previous terms and the new term .  A Director appointed to fill an unexpired term shall be eligible to serve two (2) additional three (3) year terms upon completion of the unexpired term.  The term limit shall not apply to a Director who is serving as an officer or as a member of the

Executive Committee until this service is completed. No individual shall be appointed as an Appointed Director without his prior consent.  The bylaws may prescribe additional qualifications for an Appointed Director.

Article VII Registered Office and Registered Agent

The address of the initial registered office of the Foundation, which is located in the City of Roanoke, Virginia, is 10 Franklin Road SE, Suite 800, Roanoke, Virginia  24011.  The Initial registered agent of the Foundation is Wilburn C. Dibling, whose business office is 10 Franklin Road SE, Suite 800, Roanoke VA 24011 and who is a resident of Virginia and a member of the Virginia State Bar.

Article VIII Limit on Liability and Indemnification

8.1       Limit on Liability.  In every instance in which the Virginia Nonstock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of liability for directors or officers of a corporation to the corporation, the directors and officers of the Foundation shall not be liable to the Foundation.

8.2       Mandatory Indemnification.  The Foundation (the term “Foundation” as used in this Section8.2 shall mean this Foundation only and no previous entity or other legal entity) shall indemnify any individual who is, was or is threatened to be made, a party to a civil, criminal, administrative, investigative or other proceeding (including a proceeding by or in the right of the

Foundation) because such individual is or was acting in his capacity as a director or officer of the Foundation.  Liabilities and expenses incurred by an officer or director of the Foundation because of his or her willful misconduct or knowing violation of the criminal law shall not be reimbursed.  Before any indemnification is paid a determination shall be made that indemnification is permissible in the circumstances because the person seeking indemnification has met the standard of conduct set forth above.  Such determination shall be made in the manner provided by Virginia law for determining that indemnification of a director is permissible, provided, however, that if a majority of the directors of the Foundation has changed after the date of the alleged conduct giving rise to a claim for indemnification, the determination that indemnification is permissible shall, at the option of the person claiming indemnification, be made by special legal counsel agreed upon by the Board of Directors and said person.  Unless a determination has been made that indemnification is not permissible, the Foundation shall make advances and reimbursement for expenses incurred by any of the persons named above upon receipt of an undertaking from him or her to repay the same if it is ultimately determined that such individual is not entitled to indemnification.  The Foundation is authorized to contract in advance to indemnify any of the persons named above to the extent it is required to indemnify them pursuant to this Section 8.2.

8.3       Miscellaneous. (a)  The rights of each person entitled to indemnification under this Article shall inure to the benefit of such person’s heirs, executors and administrators.  Indemnification pursuant to this Article shall not be exclusive of any other right of indemnification to which any person may be entitled, including indemnification pursuant to a valid contract, indemnification by legal entities other than the Foundation or indemnification under policies of insurance purchased and maintained by the Foundation or others.  However, no person shall be entitled to indemnification by the Foundation to the extent he is indemnified by another, including an insurer.

                      (b)  Notwithstanding the foregoing provisions of this Article, during any period that the Foundation is classified as a private foundation under the Internal Revenue Code, the Foundation shall not indemnify any person otherwise entitled to indemnification pursuant to the provisions of this Article or purchase insurance to provide such indemnification if such indemnification or purchase of insurance is an act of self-dealing as defined in Section 4945(d) of the Internal Revenue Code.

Article IX Internal Revenue Code References

Each reference in these Articles of Incorporation to a Section of the Internal Revenue Code means such Section of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any subsequent federal tax law (the “Code”).

Article X Annual Audit

The Roanoke Public Schools Education Foundations shall be audited annually by or at the direction of the Roanoke Public School Board. 

Article XI Required Vote for Certain Actions

The following matters shall require the affirmative vote of a majority of the directors then in office:  (i) any further amendment to these Amended and Restated Articles of Incorporation;  (ii) the adoption, amendment or repeal of the Amended and Restated Bylaws;  (iii) the approval of a plan of merger or consolidation;  (iv) the approval of the sale, lease or exchange, or the mortgage, pledge or other disposition of all, or substantially all, of the property and assets of the Foundation; or (v) the approval of a plan to dissolve.

BOARD OF DIRECTORS OF THE ROANOKE CITY 
PUBLIC SCHOOLS EDUCATION FOUNDATION, INC.

 Date:  September 2, 2011         

By: Lee Wilhelm, Co-Chairmen

By: Duke Baldridge, Co-Chairmen 

 Attest:

                                                       Cynthia H. Poulton, Secretary

ROANOKE CITY PUBLIC SCHOOLS EDUCATION FOUNDATION, INC.

AMENDED AND RESTATED BYLAWS

ARTICLE I DIRECTORS

1.1        General Powers.  The Foundation shall have a Board of Directors.  All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Foundation managed under the direction of its Board of Directors, subject to any limitation set forth in the Amended and Restated Articles of Incorporation.

1.2        Number.  The minimum number of Directors of the Foundation shall be eleven (11) and the maximum number shall be thirty (30).   The number of Directors may be increased or decreased from time to time by the Board of Directors.

1.3        Appointment and Term.  The term of the appointed Directors shall be for the term of three (3) years.  The Directors shall be appointed or elected in the manner for the term set forth in the Amended and Restated Articles of Incorporation.  A Director may be reappointed to serve a successive term, but no Director shall serve for a period in excess of six (6) years unless that Director is serving as an officer or a member of the Executive Committee.   The Nominating Committee shall, as much as possible, stagger the appointment of Directors so that approximately one third (1/3) of the number of Directors is appointed each year.   No individual shall be appointed or elected without his or her prior consent.

1.4        Resignation and Removal:  Vacancies.  A Director may resign at any time by delivering written notice to the Board of Directors, its Chairman, or the Secretary.  Resignation is effective when the notice is delivered unless said notice specifies a later effective date.  If a resignation is made effective at a later date, the Board of Directors may fill the pending vacancy before the effective date providing the successor does not take office until the effective date of the resignation.  The Board of Directors may remove any Director, with or without cause, but only at a meeting called for that purpose, and the notice of the meeting must state the purpose, or one of the purposes, of the meeting is the removal of a Director.  The removal of a Director shall be effective only upon the affirmative vote of a majority of the remaining Directors.  A vacancy on the Board of Directors, including a vacancy resulting from the resignation or removal of a Director or an increase in the number of Directors may be filled by the affirmative vote of a majority of the Board of Directors.

1.5       Qualification for Appointed Directors.  Directors need not be residents of the City of Roanoke, Virginia.  No appointed Director shall be eligible for election to the Board of Directors who shall have previously served as an appointed Director of the Foundation for more than two (2) consecutive three (3) year terms unless there is at least a one (1) year lapse between the previous terms and the new term .  A Director appointed to fill an unexpired term shall be eligible to serve two (2) additional three (3) year terms upon completion of the unexpired term.  The term limit shall not apply to a Director who is serving as an officer or as a member of the

Executive Committee until this service is completed. No individual shall be appointed as an Appointed Director without his prior consent.  The bylaws may prescribe additional qualifications for an Appointed Director.

1.6        Compensation of Directors.  The Foundation shall not pay any Director a fee or other compensation for attending regular or special meetings of Directors or otherwise serving as a Director of the Foundation; provided, however, that the Foundation may reimburse any Director for reasonable expenses incurred by him in attending regular or special meetings of Directors and such reimbursement shall be payable whether or not a meeting is adjourned because of the absence of a quorum and that nothing herein shall be construed to preclude a Director from serving the Foundation in any other capacity and receiving compensation therefore.

1.7        Meetings.  The Board of Directors shall hold regular quarterly meetings with one such meeting designated as the annual meeting.  Regular meetings or special meetings may be held as such place, either within or without the Commonwealth of Virginia, as may be provided in the notice of the meeting and approved by the President or the Board of Directors.

1.8        Notice of Meetings.  Notice of meetings of the Board of Directors shall be given to each Director not less than five (5) days before the meeting, by delivering the same to him in person or to his residence or business address (or such other place as he may have directed in writing) by mail, messenger, telecopier, telegraph, facsimile or other means of written or electronic communication or by telephoning such notice to him.  Any such notice shall set forth the time and place of the meeting.  However, in the event that a shorter notice is necessary because of outside circumstances, a meeting may be held upon twenty-four (24) hours notice if affirmed by a majority attending that meeting.

1.9        Waiver of Notice.  A Director may waive any notice required under the Amended and Restated Articles of Incorporation or Amended and Restated Bylaws before or after the date and time stated in the notice and such waiver shall be equivalent to the giving of such notice.  The waiver shall be in writing, signed by the Director entitled to the notice, and filed with the minutes or corporate records.

A Director’s attendance at or participation in a meeting waives any required notice to him of the meeting unless the Director at the beginning of the meeting or promptly upon his arrival objects to holding the meeting or transacting of business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

1.10     Quorum:  Voting.  Thirty percent (30%) of the number of currently appointed Directors shall constitute a quorum for the transaction of business at a meeting of the Board of Directors.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.  A Director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (i) he or she objects at the beginning of the meeting, or promptly upon his or her arrival, to holding of the meeting or transacting specified business at the meeting; or (ii) he or she votes against, or abstains from, the action taken.

1.11     Telephone Meetings.  The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting.  A Director participating in a meeting by this means is deemed to be present in person at the meeting

1.12      Action Without Meeting.  Action required or permitted to be taken at a Board of Directors meeting may be taken without a meeting if the action is taken by all members of the Board of Directors.  The action shall be evidenced by one or more written consents stating the action taken, signed by each Director either before or after the action is taken, and included in the minutes or filed with the corporate records reflecting the action taken.  Action taken under this section shall become effective when the last Director signs the consent unless the consent specifies a different effective date, in which event the action taken shall be effective the date specified therein provided the consent states the date of execution by each Director.  A consent signed under this Section has the effect of a meeting vote and may be described as such in any document.  For purposes of this section, a written consent and the signing thereof may be accomplished by one or more electronic transmissions.  

ARTICLE II COMMITTEES OF DIRECTORS

2.1        Committees.  The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them.  Each committee shall have two or more members who serve at the pleasure of the Board of Directors. Committees may have members who are not members of the Board of Directors.  The creation of a committee and appointment of members to it shall be approved by a majority of Directors in office when the action is taken.

2.2       Executive Committee.  The Executive Committee shall consist of the School Board Chairman, the Superintendent of Roanoke City Public Schools (“RCPS”), the Chairman of the Board of Directors, the Vice Chairmen of the Board of Directors, the Treasurer of the Foundation, and the Secretary of the Foundation.  The Executive Committee shall include a maximum of four (4) members-at-large appointed by the Chairman of the Board of Directors from the current list of Directors.

2.3        Nominating Committee.  The Nominating Committee shall consist of a minimum of six members to be appointed by the Chairman of the Board of Directors    The Nominating Committee shall decide upon a slate of nominees required to fill the positions of retiring Directors at least thirty (30) days prior to any meeting of the Foundation at which time an appointment of the appointed Directors is to be held (including any election to fill a vacancy) and shall present such slate to the Foundation for approval by a majority of the Board of Directors  at least twenty (20) days prior to such meeting.  The Nominating Committee shall consult with appropriate authorities and resources regarding recommendations for viable candidates to serve as Directors on the Board of Directors.  No person shall be nominated or appointed to or be approved by the Foundation as an appointed Director who has not been presented to the Board of Directors  by the Nominating Committee in accordance with this Section 2.3 or as granted approval by Section 6.2 of the Amended and Restated Articles of Incorporation.

2.4        Authority of Committees.  The Executive Committee shall have and exercise all of the powers of the Board of Directors in the interim between meetings of the Board of Directors.  It shall meet in the interim between meetings of the Board of Directors upon call of its Chairman, and take up all routine matters pertaining to the work of the Foundation and such other business as from time to time may be necessary.  The other standing Committees shall, in general, perform the functions and duties set out by the Board of Directors, together with such other functions and duties as may be prescribed from time to time by the Board of Directors. 

The functions and duties of additional committees and subcommittees are established by the Board of Directors and shall be designated and prescribed by the Board of Directors. 

2.5        Committee Meetings:  Miscellaneous.  The provisions of these Amended and Restated Bylaws which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors shall apply to committees of Directors and their members as well.

ARTICLE III OFFICERS

3.1        Officers.  The officers of the Foundation shall be members of the Board of Directors and consist of a Chairman or Co-Chairmen, one or more Vice Chairmen, Secretary, and Treasurer.  At the discretion of the Board of Directors, other officers and assistant officers as may be selected if deemed necessary or advisable to carry on the business of the Foundation.  The same person may not hold two or more offices.

3.2        Election:  Term.  Officers shall be elected by the Board of Directors.  They shall serve for a term of one year, unless removed, or until their successors are elected.  Any officer may resign at any time upon written notice to the Board of Directors, and no acceptance of a resignation shall be necessary to make it effective.

3.3        Removal of Officers.  The Board of Directors may remove any officer or assistant officer at any time, with or without cause.

3.4        Duties of Officers.  The Chairman shall be the Chief Executive Officer of the Foundation.  If Co-Chairmen are elected, they shall jointly serve as the Chief Executive Officer of the Foundation.   He and the other officers of the Foundation shall have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be delegated to them from time to time by the Board of Directors.

 ARTICLE IV MISCELLANEOUS PROVISIONS

 4.1       Fiscal Year.  The fiscal year of the Foundation shall be July 1 to June 30.

4.2        Interpretation .  For the purpose of construing these Amended and Restated Bylaws, unless the context indicates otherwise, words in the singular shall be deemed to include words in the plural and vice versa, and words in one gender shall be deemed to include words in other genders.

4.3        Amendments.  These Amended and Restated Bylaws may be amended or repealed and new Bylaws may be made at any meeting of the Board of Directors.  Any amendments to or repeal of these Amended and Restated Bylaws shall require the affirmative vote of a majority of the Directors then in office.

Adopted by vote:        September 2, 2011                               

Secretary: 

Cynthia H. Poulton