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Amended and Restated Charter
Amended and Restated Charter
of
Buccaneer Football & Friends Foundation,
Inc.
Pursuant to the provisions of the Tennessee Nonprofit
Corporation Act, and specifically the provisions of
T.C.A. § 48-60-106, the undersigned corporation
adopts the following Amended and Restated
Charter:
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The name of the corporation is Buccaneer Football
& Friends Foundation, Inc.
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This corporation is a public benefit
corporation.
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The registered office of the corporation is
located at 130 Shadow Hill Lane, Bristol,
Virginia 24201. The registered office of the
corporation is located in the City of Bristol,
Virginia. Terry C. Frye is the registered agent
of the corporation and his address is the same as
the registered office of the corporation.
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The principal office of the corporation is
located at 3376 Greenwood Drive, Johnson City,
Tennessee 37604. The principal office of the
corporation is located in Washington
County.
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The corporation is not for profit.
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The corporation shall have members.
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The purposes for which this corporation is
organized are exclusively religious, charitable,
scientific, literary, and educational within the
meaning of § 501(c)(e) of the Internal
Revenue Code of 1986 or the corresponding
provision of any future United States Internal
Revenue law.
However, and notwithstanding any other provision
of this charter, this organization shall not
carry on any activities not permitted to be
carried on by an organization exempt from Federal
income tax under § 501(c)(3) of the Internal
Revenue Code of 1986 or the corresponding
provision of any future United States Internal
Revenue law. Without limiting the generality of
the foregoing, the corporation shall not attempt
to influence legislation by propaganda or
otherwise, nor shall it intervene in, or
participate in, any political campaign on behalf
of any candidate for public office, and provided
further that no part of the net earnings of the
corporation shall inure for the benefit of any
private individual and no director or officer of
the corporation shall receive any pecuniary
benefit from the corporation except such
reasonable compensation as may be allowed for
services actually rendered.
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Upon the dissolution of the corporation, all of
its assets shall be distributed for one or more
exempt purposes within the meaning of §
501(c)(3) of the Internal Revenue Code of 1986,
or the corresponding section of any future
federal tax code, or shall be distributed to the
Federal, state or local government for a public
purpose. Any such assets not so disposed of shall
be disposed of by the Chancery Court of the
county in which the principal office of the
corporation is then located, exclusively for such
purposes.
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The corporation shall indemnify each officer and
director made a party to any proceeding because
he is or was an officer or director where such
officer or director conducted himself in good
faith and such officer and director reasonably
believed that his conduct was in its best
interest, where such conduct shall have been in
such officer of director's official capacity
with the corporation, and in all other cases
where such conduct was at least not opposed to
the best interest of the corporation. In the
event there shall be any criminal proceeding,
this provision pertaining to indemnification
shall also be applicable so long as such officer
or director had no reasonable cause to believe
that his conduct was unlawful. In the event that
the corporation shall ever have established an
employee benefit plan and any officer of director
shall act in respect thereto, indemnification
shall be applicable if such officer of director
reasonably believed such action to be in the best
interest of the participants in, and the
beneficiaries of, such plan or that his conduct
was at least not opposed to their best interest.
The provisions of this section shall not be
applicable to any proceeding by or in the right
of the corporation in which an officer or
director is adjudged liable to the corporation or
in connection with any other proceeding where
such officer or director is charged with
obtaining an improper personal benefit (whether
or not involving action in his official capacity)
where such officer or director is adjudged liable
on the basis that personal benefit was improperly
received by him. The determination of the
entitlement to indemnification shall be made by
the corporation subject to an officer of
director's right to bring an independent
action for indemnification as provided by T.C.A.
§ 48-52-101 et seq as from time to time
amended.
BUCCANEER FOOTBALL & FRIENDS FOUNDATION, INC.
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