Articles of Incorporation


ARTICLES OF INCORPORATION OF ROANOKE VALLEY BAPTIST ASSOCIATION, INC.

We hereby associate to form a non-stock corporation under the provisions of Chapter 2 of Title 13.1 of the Code of Virginia and to that end set forth the following:

ARTICLE I

NAME. The name of the corporation is Roanoke Valley Baptist Association, Inc.

ARTICLE II

PURPOSES. The purposes for which the corporation is organized shall be:

A. To furnish churches having representation in the corporation a medium of cooperation and mutual support for the propagation of the gospel of Jesus Christ and for the advancement of the Redeemer’s Kingdom by all methods, in accord with the Word of God.

B. To cooperate with the Baptist General Association of Virginia, the Southern Baptist Convention, and the Baptist World Alliance.

C. To recognize the autonomy of churches having representation in the corporation.

D. To conduct any lawful affairs not required to be specifically stated in these Articles.

E. To be organized exclusively for charitable, religious, 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 1954 (or the corresponding provision of any future United States Internal Revenue Law).

ARTICLE III

MEMBERSHIP. The corporation shall have members appointed or elected as provided in the By-laws.

ARTICLE IV

DIRECTORS. The affairs of the corporation shall be managed by a board of directors of seven (7) persons as fixed by the By-laws as amended from time to time who shall be elected by the members of the corporation in the manner set forth in the By-laws. Directors shall serve for one-year terms and may serve for more than one term. Any vacancy in the Board of Directors may be filled by the remaining directors for the unexpired term.

ARTICLE V

REGISTERED OFFICE AND AGENT. The post office address of the initial registered office is: 3926 Hollins Road, N. E., Roanoke, Virginia 24012

The name of its registered agent is Rolen C. Bailey who is a resident of resident of Virginia, a director of the corporation and whose business office is the same as the registered office of the corporation. The initial registered office is located in the City of Roanoke, Virginia.

ARTICLE VI

INITIAL BOARD OF DIRECTORS. The number of directors constituting the initial Board of Directors is seven (7) and the names and addresses of the persons who are to serve as the initial directors are: Rolen C. Bailey, Robert G. Moore III, Ruby F. Vest, Frank W. Feather, Dow N. McGrady, Mary Kay Cooper, Reva S. Hicks.

ARTICLE VII

TAX EXEMPTION PROVISIONS. No part of the net earnings 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 these Articles. 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 any candidate for public office. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)7(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the City or County in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

DATED: (June 7, 1985) (Richard E. Viar), Incorporator