Articles of Incorporation

The undersigned hereby forms a nonstock, not-for-profit corporation under the provisions of the Virginia Nonstock Corporation Act, Chapter 10, Title 13.1 of the Code of Virginia of 1950 as amended (the “Act”), and adopts Articles of Incorporation for the corporation, as follows:

The name of the corporation is NORTHFORK CENTER FOR SERVANT LEADERSHIP, INC. (the “Corporation”).

The post office address, including street and number, of the initial registered office of the Corporation is: 6009 Buffalo Ridge Road, Earlysville, VA 22936, which is located in Albemarle County. The name of the registered agent for the Corporation is Dr. Jack King, who is a resident of Virginia and a Director of the Corporation and whose business office is the same as the registered office of the Corporation.

1. The Corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. It aims to nurture and integrate servant leadership principles among young and emerging leaders. Without limitation, the Corporation can make distributions for such purposes to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “IRC”), or the corresponding section of any future federal tax code.

2. Notwithstanding any other provisions of these Articles, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation as stated in Section 1 of this Article. The Corporation shall neither have nor exercise any power, nor shall it directly or indirectly engage in any activity, that would (1) prevent it from obtaining exemption from federal income taxation as a corporation described in IRC § 501(c)(3), or (2) cause it to lose such exempt status. The Corporation shall not be operated for the primary purpose of carrying on a trade or business for profit.

3. 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 intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office; nor shall the Corporation engage in any activities that are unlawful under applicable federal, state or local laws.

4. No part of the net earnings of the Corporation 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 herein.

5. Except as otherwise prohibited or limited herein, the Corporation shall have the power to do any and all lawful things which may be necessary useful, suitable or proper for the furtherance or accomplishment of the purpose and power of the Corporation, and shall exercise all powers possessed by Virginia nonstock corporations of similar character, including the power to own, lease, contract for the purchase and sale of, and to mortgage or otherwise encumber, real and personal property.

The Corporation shall not have any members.

The business and affairs of the Corporation shall be managed by its board of directors (“Board”), which shall consist of directors elected in accordance with this Article and the Bylaws. The initial directors of the Corporation shall be designated by the incorporator of the Corporation.

Half of such initial directors shall hold office until the second annual meeting of the Corporation after its initial organizational meeting, and the other half of the initial directors shall hold office until the third annual meeting of the Corporation after its initial organizational meeting. Succeeding elected directors shall be elected for three-year terms by the directors then serving. The number of initial and succeeding directors shall be as set forth in the Bylaws, as such may be increased or decreased from time to time by amendment to the Bylaws.

1. The Corporation shall indemnify, to the fullest extent permitted and required by the Act, as such Act exists now or may hereafter be amended, its directors and officers who are party to any proceeding by reason of their office for acts or omissions performed in their official capacity. The Board is hereby empowered, by majority vote of a quorum of disinterested directors, to contract in advance to indemnify any director or officer.

2. The Board is hereby empowered, by majority vote of a quorum of disinterested directors, to cause the corporation to indemnify or contract in advance to indemnify any person not specified in Section 1 of this Article who was or is a party to any proceeding, by reason of the fact that he is or was an employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in Section 1.

3. In any proceeding brought by or in the right of the Corporation or brought by or on behalf of any members of the Corporation, the damages assessed against an officer or director of the Corporation arising out of a single transaction, occurrence, or course of conduct shall be limited to the amount of the cash compensation received by such officer or director from the Corporation during the twelve months immediately preceding the act or omission for which liability was imposed, or zero if no compensation was received during such period, unless otherwise required by the laws of the Commonwealth of Virginia.

4. The corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board may determine, on behalf of any person who is or was a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by any such person in any such capacity or arising from his status as such, whether or not the corporation would have power to indemnify him against such liability under the provisions of this Article.

5. In the event there has been a change in the composition of a majority of the Board after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to Section 1 of this Article shall be made by special legal counsel agreed upon by the Board and the proposed indemnitee. If the Board and the proposed indemnitee are unable to agree upon such special legal counsel, the Board and the proposed indemnitee each shall select a nominee, and the nominees shall select such special legal counsel.

6. The provisions of this Article shall be applicable to all actions, claims, suits or proceedings commenced after the adoption hereof, whether arising from any action taken or failure to act before or after such adoption. No amendment, modification or repeal of this Article shall diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue or matter in any then pending or subsequent proceedings that is based in any material respect on any alleged action or failure to act prior to such amendment, modification or repeal.

7. Reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective estates, heirs, executors and administrators.

Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of IRC § 501(c)(3), or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. 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.

For any period during which the Corporation is a “private foundation” as defined by IRC § 509, the Corporation shall be subject to the following restrictions and prohibitions:

(a) The Corporation shall make distributions for each taxable year at such time and in such manner as not to become subject to the tax imposed on undistributed income by IRC § 4942.
(b) The Corporation shall not engage in any act of self dealing as defined in IRC § 4941(d).
(c) The Corporation shall not retain any excess business holdings which will subject it to tax under IRC § 4943.
(d) The Corporation shall not make any investments in a manner such as to subject it to tax under IRC § 4944.
(e) The Corporation shall not make any taxable expenditure as defined in IRC § 4945(d).

IN WITNESS WHEREOF, the undersigned, being the Incorporator of the NorthFork Center for Servant Leadership, Inc. on October 26, 2009.

INCORPORATOR:

Dr. Jack King