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Serapis Bylaws

ARTICLES OF INCORPORATION
VIRGINIA NON-STOCK CORPORATION


The undersigned does hereby form a nonprofit corporation, pursuant to Chapter 10, Title 13.1 of the Code of Virginia, and states the following:

ARTICLE I
Name

The name of the Corporation shall be SERAPIS FOUNDATION, INC., (hereinafter called the ďCorporation").

The name of the Corporation shall be SERAPIS FOUNDATION, INC., (hereinafter called the ďCorporation").


ARTICLE II
Purpose

1. The Corporation is organized exclusively for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, for the following purposes:†

†a. To stimulate, promote and develop interest in the musical environments, to educate the general public in the musical environment, to advance the national culture in the musical environment through the performance of, and education in wind, string, and percussion ensembles, chamber music, and voice literature;

†b. To provide opportunity for development of individual musicianship and musical skills; and for individual musical expression and enjoyment of music among its membership and the general public;

†c. The making of distributions, when appropriate, to other organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code;

d. To engage in any other activities in support of (a) through (d) above, which are not inconsistent with Section 501(c)(3) of the Internal Revenue Code and applicable state law.†


2. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to its associates, trustees, officers, or other private persons except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered, for authorized expenditures incurred on behalf of the Corporation and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof. No director or officer shall have any right, title, or interest in or to any property of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation services, and the Corporation 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. 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, or the corresponding section of any future federal tax code, or (b) by a Corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.


3. Upon the dissolution of the Corporation, the Board of Directors shall distribute all net assets for of the Corporation exclusively to such organization(s) which are organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization under section 501(c)(3) of the Internal Revenue Code or any corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for public purpose. Any remaining assets not disposed of by the Board of Directors shall be disposed of by a Court of Competent Jurisdiction of the 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.


ARTICLE III
Members

The Corporation shall have no members. A nonvoting group of associates, invited to participate by the Board of Directors, shall assist the Corporationís Board of Directors in attaining the objectives stated in Article II.


ARTICLE IV
Directors and Officers

1. The Corporation shall be governed by a Board of Directors, led by an Executive Director, who shall have the responsibility for managing the business and affairs of the Corporation. The initial Board of Directors shall be the individuals designated herein. Future directors shall be appointed in accordance with the bylaws of the Corporation.

2. The initial number of Directors of the Corporation shall be eight (8). The Board shall have the authority to increase the number of directors, remove directors, and fill vacancies in accordance with the provisions of the bylaws of the Corporation and the laws of the Commonwealth of Virginia. The number of directors shall never be less than the minimum number permitted by Chapter 10, Title 13.1, of the Code of Virginia.

3. The Executive Director shall appoint the initial Board of Directors. Any and all future directors of the Corporation shall be nominated and voted on by the currently serving Board, as outlined below:

a. All directors have the authority to nominate individuals to serve on the Board of Directors, provided there are vacancies.

b. These nominees shall be selected by virtue of their strengths and expertise in key functional areas essential to executing the business of the Corporation and will have demonstrated their support for and commitment to the Corporation.

c. Nominees for positions on the Board of Directors will then be voted upon at a board meeting, where election of new directors is on the agenda.

d. Successful appointment of a nominee shall require the affirmative vote of two thirds (2/3) of the existing Board of Directors.

4. No individual shall be nominated, named, or elected as a director without his prior consent.†

5. The Board of Directors shall elect the officers of the Corporation in accordance with the bylaws. The qualifications, rights and limitations of the Board of Directors, officers and associates shall be as set forth in the bylaws of the Corporation.


ARTICLE V
Registered Agent

1. The name of the Corporationís initial registered agent is Gilbert Caridad Corella. The registered agent is a resident of Virginia and an initial director of the corporation.†

2. The Corporationís initial registered office address, which is identical to the business office of the registered agent, is 9015 Brook Ford Road, Burke, VA 22015-3613. The registered office is physically located in the County of Fairfax.

ARTICLE VI
Board of Directors

The names of the persons who are to serve as the Corporationís initial directors until the first annual meeting or until their successors are duly elected and qualified are:


NAME:
Gilbert Caridad Corella
Maggie B. Malick
Anthony B. Kirkland
Brett Miller
Benno Price Fritz
Christopher C. Quade
Patrick L. McDermott, III
Michael Hampf

ARTICLE VII
Indemnification

The Corporation may indemnify any and all of its current and future officers, directors, employees and associates as provided in the bylaws of the Corporation.


ARTICLE VIII
Incorporator

In witness whereof, for the purpose of forming this Corporation under the laws of the State of Virginia, I the undersigned, as incorporator of this Corporation, have executed these Articles of Incorporation on this date.


//signed//††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† 22 June 2006
Gilbert Caridad Corella††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† †††† †Date