Articles
of Incorporation
Articles of Incorporation OF ROYSTER MEMORIAL PRESBYTERIAN
CHURCH OF NORFOLK, Inc.
Article I
The name of the corporation is ROYSTER MEMORIAL PRESBYTERIAN CHURCH
OF NORFOLK, Inc.
Article II
The Corporation is a nonprofit religious corporation.
Article III
Only members on the active roll of Royster Memorial Presbyterian
Church who have reached the age of 18 years or over shall become
members of the corporation and eligible for election as Trustees.
All members shall be of the same class.
Article IV
Directors of the corporation are designated as Trustees. Trustees
shall be those persons who are elected by members of the corporation.
The term of the Trustees shall be the same as are provided for active
elders of the Session of Royster Memorial Presbyterian Church of
Norfolk, Inc.
Article V
Purposes
This Corporation is formed by Royster Memorial Presbyterian Church
of Norfolk, Inc. pursuant to the constitution of the Presbyterian
Church (U.S.A.) (Book of Church Order G.7.0401). The Royster Memorial
Presbyterian Church is a member of the Presbytery of Eastern Virginia
in the Synod of Mid-Atlantic.
Article VI
Initial Registered Office an Agent
The name of the Corporation’s initial Registered Agent is
Robert C. Stackhouse. The initial Registered Agent is a member of
the Virginia State Bar, is a resident of the City of Norfolk and
an initial trustee of the Corporation.
The Corporation’s initial Registered office, which is identical
to the business office of the Registered Agent, is: 555 Main Street
Suite 1600 Norfolk, VA 23510
Corporate Bylaws of Royster Memorial Presbyterian Church
of Norfolk, Virginia
Article I
Objectives, Purposes, Formation, Limitations, Powers and Duties,
Property
Section 1. Purpose. The purposes for which the Corporation is formed
are as more fully set forth in the Constitution of the Presbyterian
Church (U.S.A.) (citations to the Book of Order), including the
Great Ends of the Church (Book of Order G-1.0200), and in the Articles
of Incorporation.
Section 2. Formation. The Corporation is formed by Royster Memorial
Presbyterian Church of Norfolk, Virginia pursuant to the Constitution
of the Presbyterian Church (U.S.A.). (Book of Order G7.0401). The
Royster Memorial Presbyterian Church of Norfolk, Virginia is a member
church of the Presbytery of Eastern Virginia in the Synod of the
Mid-Atlantic.
Section 3. Authority. In carrying out such purposes, the trustees
and the Corporation shall be under the authority of the session
and the congregation and shall, at all times and in all respects,
conform to and support the Constitution of the Presbyterian Church
(U.S.A.) as it is now or shall be, from time to time amended, established,
made, and declared by the authority of the Presbyterian Church (U.S.A.).
(Book of Order G-7.0402; Articles of Incorporation.
Section 4. Limitation of Powers and Duties. The powers and duties
of the Corporation and its trustees shall not infringe upon the
powers and duties of the Session of the church. (Book of Order G-7.0401,
G-7.0402, G-10.0102; Articles of Incorporation.
Section 5. Powers and Duties. The Corporation shall have the powers
and duties granted by the Constitution of the Presbyterian Church
(U.S.A.). (Book of Order G-7.0402; Articles of Incorporation:
To receive, hold, encumber, manage, and transfer property, real
or personal, for the church;
To accept and execute deeds of title to such property;
To hold and defend title to such property;
To manage (any permanent special) funds for the furtherance of the
purposes of the church.
In addition, to the extent not included in the above and not inconsistent
with the Constitution of the Presbyterian Church (U.S.A.), the Corporation
shall have all of the general powers of a nonprofit religious corporation
organized under (state religious nonprofit incorporation statute)
Section 6. All Property Held in Trust. All property, both real and
personal, is held in trust for the use and benefit of the Presbyterian
Church (U.S.A.). (Book of Order G-8.0201; Articles of Incorporation.
Section 7. Particular Property Requirements. When buying, selling,
and mortgaging real property, the board of trustees shall act only
after the approval of the congregation granted in a duly constituted
meeting. (Book of Order G-7.0402). The board of trustees shall not
sell, mortgage, or otherwise encumber any of its real property and
it shall not acquire real property
subject to an encumbrance or condition without the written permission
of the presbytery transmitted through the session. (Book of Order
G-8.0501). The Corporation shall not lease its real property used
for purposes of worship, or lease for more than five years any of
its other real property, without the written permission of the presbytery
transmitted through the session. (Book
of Order G-8.0502).
Section 8. Property Conveyances. Pursuant to the Constitution of
the Presbyterian Church (U.S.A.) (Book of Order G-8.0201), real
property held or acquired by the Corporation, the church, the board
of trustees, a trustee, or an unincorporated association will include
the following language in the deed:
The premises herein conveyed shall be used, kept, and maintained
by the grantee for Divine Worship and other purposes of its ministry
as a particular church belonging to the Presbytery of Eastern Virginia,
subject to the provisions of the Constitution of the Presbyterian
Church (U.S.A.). The grantee holds the property in trust pursuant
to the provisions of the Constitution of the Presbyterian Church
(U.S.A.).
Article II
Members
Section 1. Eligibility for Membership. Only members on the active
roll of the church, 18 years or older, shall be members of the Corporation
and eligible for election as trustees. (Book of Order G-7.0401;
Articles of Incorporation. Ministers are not members of the congregation
and, so, are not members of the Corporation. (Book of Order G-7.0308).
Section 2. Active Members. The roll of active members established
and maintained by the session as prescribed by the Book of Order
(G-10.0302) shall determine those individuals who are active members
from time to time.
Article III
Trustees
Qualification; Election; Removal. The directors of the Corporation
are designated Trustees. The initial board of trustees shall be
those persons named in the Articles of Incorporation. Thereafter,
the membership of the board of trustees shall be identical to the
membership of the session in
active service. Election by the congregation and installation as
elder of the church shall constitute a person a trustee of the Corporation.
They must also be eligible under civil law. Termination for any
cause of the active service of a person on session shall automatically
terminate such person as a trustee of the Corporation. (Book of
Order G7.0401; Articles of Incorporation.
Article IV
Meetings of the Board of Trustees
Section 1. Annual Meeting. An annual meeting of the board of trustees
shall be held in within the first three months of the calendar year.
Section 2. Procedures. The meeting requirements and provisions of
the Constitution of the Presbyterian Church (U.S.A.) shall govern.
In addition to those requirements and provisions, these bylaws provide
specific guidance for the Corporation. Robert's Rules of Order (Newly
Revised) shall be used for parliamentary guidance.
Section 3. Notices. In case of special meeting of the board of trustees,
notice, time and purpose of the meeting shall be in writing and
shall be duly sent, mailed or otherwise delivered to each trustee
not less than five(5) days before the meeting; provided, that no
notice of any regularly scheduled or adjourned meeting need be given.
Meetings may be held at any time without notice if all of the trustees
are present or if those not present waive notice of the time, place,
and purpose of the meeting, either before or after the holding thereof.
Section 4. Quorum. A majority of the trustees shall constitute a
quorum for the transaction of business, and the action of the board
of trustees. If the Trustees unanimously consent in writing to any
action to be taken by the Corporation, such action shall be valid
as corporate action as though it had been authorized at a meeting
of the trustees.
Section 5. Power and Authority. The board of trustees shall have
power and authority to carry out the affairs of the Corporation
and in so doing may elect or appoint all necessary officers or committees.
Section 6. Executive Committee. The officers of the board of trustees
shall constitute the executive committee. The executive committee
shall have and exercise the authority of the board of trustees in
the management of the business of the Corporation between the meetings
of the board.
Section 7. Other Committees. The board of trustees may appoint such
other committees, including therein persons who are not members
of the board of trustees, as in the judgment of the trustees will
be helpful in carrying on the work of the Corporation.
Article V
Meeting of Members
Section 1. Annual Meeting. There shall be an annual meeting of the
members of the Corporation.
Section 2. Place and Time. Such meeting may be held at the same
place and time as the annual meeting of the congregation or immediately
thereafter. Both ecclesiastical and corporate business may be conducted
at the same meeting. (Book of Order G7.0304). Any stated or called
meeting of the congregation may also be a meeting of the Corporation,
and any business may be conducted that is appropriate to the Corporation.
Section 3. Notices. Notice of all meetings of members of the Corporation
shall conform in all respects to the notice requirement of meetings
of the congregation. (See Book of Order G7.0300).
Section 4. Procedural Requirements. The meetings of the members
shall be conducted to conform to the procedural requirements of
meetings of the congregation and the provisions of the Constitution
of the Presbyterian Church (U.S.A.). (See Book of Order G-7.0300).
In addition to those requirements and provisions, these bylaws provide
specific guidance for the Corporation. Robert's Rules of Order (Newly
Revised) shall be used for parliamentary guidance.
Section 5. Proxy Voting. Voting by proxy is prohibited unless civil
law specifically requires that voting by proxy shall be permitted
as to that particular corporate matter. (Book of Order G7.0404).
Article VI
Officers
Section 1. Officers. The board of trustees, as soon as possible
after the election of trustees in each year, shall elect from their
number a president of the Corporation, and may from time to time
select one or more vice-presidents, a secretary, and a treasurer.
The clerk of session may serve as Secretary of the Corporation.
The treasurer elected by the session shall serve as treasurer of
the Corporation (See Book of Order G-10.0400). The same person may
hold any two offices except that one person cannot be both president
and secretary. The board may also appoint such other officers and
agents as may be deemed necessary for the transaction of the affairs
of the Corporation.
Section 2. Term. The term of office for all officers shall be one
(1) year or until their respective successors are chosen. Any officer
elected by the board of trustees may be removed from the office
at any meeting of the board of trustees by the affirmative vote
of a majority of the trustees then in office, whenever in their
judgment the interest of the Corporation will be served thereby.
The board of trustees shall have full power to fill any vacancies
in any offices it is authorized to elect occurring for any reason
whatsoever.
Section 3. Powers and Duties. The officers of the Corporation shall
respectively have such powers and perform such duties in the management
of property and affairs of the Corporation, subject to the control
of the Trustees, as generally pertain to their respective offices,
as well as such additional powers and duties as may from time to
time be conferred by the board of trustees. No action taken by the
officers shall infringe upon the authority of the session of the
church and all actions shall be in conformity with the Constitution
of the Presbyterian Church (U.S.A.). Subject to these bylaws and
the articles of incorporation of the Corporation, the officers shall
have the following powers and duties in regards to the Corporation:
A. The president shall: (1) preside at meetings of the Corporation
and the board of trustees; (2) make such appointments as directed,
authorized, or required, including appointing trustees to serve
on committees who shall be responsible for reporting to the board
of trustees of the activities of their respective committees; (3)
execute any and all documents of whatsoever kind and nature necessary
to carry out the purpose and functions of the Corporation; (4) be
responsible for carrying out the directives and requirements of
applicable law, these bylaws, and the articles of incorporation;
(5) in general, perform all duties incident to the office of president;
and (6) perform such other duties as may from time to time be assigned
by the board of trustees.
B. The vice president(s) shall: (1) assist the president in the
exercise of his or her duties; (2) in the absence or inability of
the president, execute the duties of the president; (3) in general,
perform all duties incident to the office of vice president; and
(4) perform such other duties as may from time to time be assigned
by the board of trustees.
C. The secretary shall: (1) perform for the Corporation those duties
set out in the Constitution of the Presbyterian Church (U.S.A.)
(see Book of Order G-9.0203); (2) record all votes by the board
of trustees; (3) be the custodian of the corporate seal, if any,
and affix it to all documents to be executed on behalf of the Corporation
under its seal; (4) in general, perform all duties incident to the
office of secretary; and (5) perform such other duties as may from
time to time be assigned by the board of trustees.
D. The treasurer shall: (1) perform for the Corporation those duties
set out in the Constitution of the Presbyterian Church (U.S.A.)
(see Book of Order G- 10.04000); (2) be responsible for the safekeeping
of all funds and assets, except for those funds expressly assigned
to the trusteeship of another; (3) be responsible for the filing
of any and all tax and other financial reports as required by applicable
law; (4) deposit all monies, drafts, and checks in the name of or
to the credit of the church or Corporation at such banks or depositories
as the board of trustees shall designate; (5) in general, perform
all duties incident to the office of treasurer; and (6) perform
such other duties as may from time to time be assigned by the board
of trustees.
Section 4. Checks, Notes, Drafts, Etc. The board of trustees may,
from time to time, prescribe the manner of making signature or endorsement
of bills of exchange, notes, drafts, checks, acceptances, obligations,
and other negotiable paper or other instruments for the payment
of money and designate the officer or officers, agent or agents,
who shall from time to time be authorized to make, sign, or endorse
the same on behalf of the Corporation.
Article VII
Fiscal Year; Seal; Office
Section 1. Fiscal Year. The fiscal year of the Corporation shall
be January 1 through December 31,or otherwise designated by the
Board of Trustees.
Section 2. Seal. The board of trustees shall provide a suitable
corporate seal for use by the Corporation if deemed appropriate.
Section 3. Office. The principal office and mailing address of the
Corporation is 6901 Newport Avenue, Norfolk, Virginia 23505.
Article VIII
Amendments
The bylaws of the Corporation may be amended or added to, or new
bylaws may be adopted, by the affirmative vote of majority of the
members of the Corporation present at an appropriately called meeting;
provided, that the bylaws must at all times and in all respects
remain in conformity with the Constitution of the Presbyterian Church
(U.S.A.). (Book of Order G-7.0401, G-7.0402, G-8.0201; Articles
of Incorporation.
Article IX
Indemnification of Trustees and Officers
Each trustee and officer of the Corporation shall be indemnified
by the Corporation against expenses reasonably incurred in connection
with any action, suit, or proceeding to which the trustee or officer
may be made a party by reason of being or having been a trustee
or officer of the Corporation (whether or not he or she continues
to be a trustee or officer at the time of incurring such expenses),
except in relation to matters as to which he or she shall finally
be adjudged in such action, suit, or proceeding to be personally
liable. The foregoing right of indemnification shall not be exclusive
of other rights to which any trustee or officer may be entitled
as a matter of law.
Article X
Dissolution
If the church is formally dissolved by the presbytery of which it
is a member, or has become extinct by reason of the dispersal of
its members, the abandonment of its work, or any other cause, all
such property, both real and personal, present and future, as the
Corporation may have shall be vested in and be the property of the
Presbytery of Eastern Virginia of the Presbyterian Church (U.S.A.),
pursuant to the Constitution of the Presbyterian Church (U.S.A.),
said Presbytery being an organization qualified under section 501(c)(3)
of the Internal Revenue Code of the United States. In the alternative,
said property of
the Corporation shall be held, used, and applied for such uses,
purposes, and trust as the Presbytery may direct, limit, and appoint,
or such property may be sold or disposed of as the Presbytery may
direct in conformity with the Constitution of the Presbyterian Church
(U.S.A.). (Book of Order G-8.0300, G-8.0400, G-11.0103; Articles
of Incorporation.
