 | Board of Visitors minutes April 8, 1949 |  |
PROPOSED DEVELOPMENT FUND CERTIFICATE OF INCORPORATION
Mr. Perkins, Attorney for the University, presented for consideration of the Board a
"Certificate of Incorporation of University of Virginia Development Fund," reading as follows:
CERTIFICATE OF INCORPORATION
OF
UNIVERSITY OF VIRGINIA DEVELOPMENT FUND
This is to certify that we do hereby associate ourselves to establish a Corporation
under and by virtue of Chapter 151 of the Code of Virginia of 1919 and Acts supplemental thereto
and amendatory thereof, for the purposes and under the corporate name hereinafter set out,
and to that end we do, by this our Certificate, set forth as follows:
I.
The name of the Corporation shall be - "University of Virginia Development Fund".
II.
The principal office of the Corporation shall be at the University of Virginia, in
the County of Albemarle, and the Post Office address shall be - "University Station", Charlottesville,
Virginia.
III.
The purposes for which this Corporation is formed are as follows:
To solicit and receive, hold, manage and administer such gifts, grants, contributions
and donations of money, securities and property or other thing or things of value and of any
kind whatsoever, real, personal and mixed as may be given, transferred, conveyed, bequeathed,
devised, assigned, or in any manner set over and delivered to said Corporation for the direct
or indirect use or benefit or for advancement of the interests or purposes of The Rector and
Visitors of the University of Virginia.
IV.
The maximum number of Trustees who are to manage the affairs of the Corporation shall
be eight (8) and the minimum number of Trustees shall be five (5), and the President of the
University of Virginia shall be at all times ex officio a Trustee of the Corporation; the seven
Trustees named in this Certificate (other than the President of the University ex officio)
shall serve for one to seven years, respectively. The term of office of each of the seven
Trustees named in this Certificate of Incorporation shall be determined by lot and no Trustee
who draws a term of more than three years shall be eligible for reelection, but any Trustee
drawing a term of three years or less shall be eligible for nomination and reelection for one
additional term of seven years regardless of the age limitation hereinafter set out. Any
Trustee who has served a full term of seven years shall be ineligible for nomination or election
to serve a second term. The Trustees named in this Certificate have been selected without
especial reference to their respective ages but all other successor Trustees shall, at the
time of election, be of the age of fifty-seven (57) years or less so that upon the expiration
of their respective seven year terms of service no Trustee will have attained an age of more
than sixty-five years. Vacancies upon said Board of Trustees, whether arising from expiration
of terms as above set out, by death, or by resignation shall be filled as follows - All successor
Trustees shall first be nominated by majority vote of the Trustees present and voting
at any regular meeting of said Board, or at any special meeting of said Board called by the
President or by any two members of said Board for the purpose of such nomination. For each
vacancy said Trustees shall nominate three persons, and these nominations shall be certified
by the Secretary of the Board of Trustees to the Active Members of this Corporation and from
the names so certified said members shall elect a successor or successors to fill such vacancy
or vacancies upon said Board of Trustees, such election to be held at any regular meeting of
said members, or at any special meeting thereof called for the purpose of such election by
any three active members. And if said Trustees fail to certify such nominations to said members
within one year after any such vacancy occurs, said members shall upon their own motion
proceed to elect a Trustee or Trustees to fill such vacancy or vacancies.
V.
The active members of this Corporation shall consist of those persons who shall be
the members of the Board of Managers of the Alumni Association of the University of Virginia.
When any one or more of the members of this Board shall cease to be members thereof his or
their successor or successors in office shall ipso facto become an active member or members
of this Corporation in the place or places of that member or of those members who have ceased
to be members of said Board of Managers. If, for any cause, said Board of Managers of the
Alumni Association of the University of Virginia should be abolished, then the persons who
shall succeed to the performance of the substantial duties of such Board of Managers shall
ipso facto become active members of this Corporation in the place and stead of the former members
of said Board, which former members shall ipso facto cease to be such active members, it
being intended that the active members of this Corporation shall consist of the persons who
for the time being shall occupy such position or positions, the duties of which are exactly
or substantially those performed at the time of the issuance of this charter by said Board of
Managers of the Alumni Association of the University of Virginia. The voting power at any
meeting or meetings of this Corporation shall be vested in such active members.
VI.
The names and residences of the Trustees who are to manage the affairs of the Corporation
for the first year of its existence, together with the names, residences and post
offices of the President, Secretary and Treasurer of the Corporation are as follows:
| Name | Residence |
| Colgate W. Darden, Jr., President, University of Virginia (ex officio) |
University, Virginia |
| C. Francis Cocke | Roanoke, Virginia |
| Charles A. Ferguson | Newport News, Virginia |
| Joseph M. Hartfield | New York, N. Y. |
| William S. Hildreth | Charlottesville, Virginia |
| Arthur J. Morris | New York, N. Y. |
| Buford Scott | Richmond, Virginia |
| J. Brockenbrough Woodward | Newport News, Virginia |
| Office | Name | Residence & Post Office |
| President | Buford Scott | Richmond, Virginia |
| Secretary | Thos. M. Carruthers | Albemarle County, University Station, Charlottesville, Virginia |
| Treasurer | William S. Hildreth | Charlottesville, Virginia |
VII.
The period of duration of the Corporation shall be unlimited.
VIII.
The amount of real estate to which its holdings at any time are to be limited shall be
100,000 acres.
IX.
This Corporation shall hold, manage and administer all such gifts, grants, contributions and
donations and without regard to any legal or statutory restrictions otherwise applicable to Fiduciaries
(whether pertaining to investments or to other matters) and subject only to limitations, conditions
and restrictions placed upon any gift or gifts by the donor or donors thereof, said Corporation shall
be clothed with and shall possess the following powers and discretions in addition to any conferred by
law, that is to say -
1. To retain as long as may be deemed advisable property of any kind or description that
may be given to it, or acquired by it in the exercise of any power conferred upon it by general law
or by this charter, even if such property should be or become unproductive of income, speculative in
character or otherwise hazardous.
2. To sell, exchange, or otherwise dispose of any such property or thing of value.
3. To invest and reinvest in any securities or other property, real or personal, including
corporate stocks of any classification.
4. To hold any portion of its property in cash or uninvested for such period or periods as
may be deemed advisable.
5. To sell, encumber by deed of trust, or otherwise, or lease, alter, improve, erect buildings
upon, or otherwise deal with or dispose of real property, or any interest of said Corporation
therein.
6. To consent to, dissent from or otherwise participate in any mergers, consolidations, reorganizations,
or other changes affecting securities, and to delegate discretionary powers and pay any
assessments or other charges in connection therewith.
7. To exercise any options or rights of subscription, available in connection with any securities
and to make any payments required thereon.
8. To vote in person or by proxy upon any such securities and to delegate discretionary
powers in relation thereto.
9. To compromise, submit to arbitration, release or otherwise adjust any claims in favor
of or against any funds, securities, properties, etc., estates or interest therein held by it, or to
which said Corporation may be entitled, and to enter into any contract or other undertakings that may
seem to it advisable and in furtherance of the purposes to which such funds, securities and properties
are dedicated in its hands.
10. To hold the securities and other properties in the name of said Corporation in the name
or names of its nominee or nominees, or in bearer form.
11. To employ agents and attorneys, investment counsel, to be selected either from the Faculty
of the University or elsewhere, such investment counsel to be either individual or corporate, and to
employ depositaries and to delegate to them discretionary powers, if need be, and to compensate them for
their services.
12. This Corporation shall faithfully apply all gifts and grants to the objects and purposes
designated by the donor or grantor, but where no direction, limitation, restriction or condition is
attached to such gifts or grants, it shall hold the same with full power to invest and reinvest, manage
and administer as hereinbefore and hereinafter set out.
X.
The income derived from any and all funds, securities, properties, interests and other things
of value, tangible or intangible held by this Corporation shall, except as otherwise specifically required
and provided by the donor or grantor thereof, be applied as follows:
(1) To the proper and necessary costs and expenses of this Corporation as fixed and determined
by its Trustees and Officers.
(2) To the needs of the University of Virginia after full conference of the Trustees and
Officers of this Corporation with the President, the Rector, and the Board of Visitors of the University
and upon agreement with them as to the expenditure of all or of a part of such annual income, this Corporation
shall pay the same or the part as to which agreement has been reached, to the Bursar of the
University to be expended as agreed upon.
(3) All income, application of which has not been so agreed upon, shall be segregated and
held intact until there shall be such joint agreement as to the use thereof.
(4) Said Trustees shall have full power and discretion to resolve whatever doubts, if any
may arise, in allocating as between principal and income any receipts or disbursements, and their decision
shall be binding upon all interested parties.
XI.
The Trustees above named, and their successors, are hereby given full power and authority to
make and from time to time to alter By-Laws regulating the management and conduct of the Corporation's
IN WITNESS WHEREOF, we have hereunto set our hands this _____ day of April, 1949.
- - -Mr. Gay felt the provisions of Section X., Paragraph (3), to be inexpedient and unwise,
in that it puts the Board of Visitors in the position of actually controlling the investment of income
derived from the Fund since, until they do agree with the Trustees of the Development Fund,
no use can be made of such income.
Mr. Gay concurred in approval of the agreement in other respects, and with this exception
the instrument was unanimously approved.
| Board of Visitors minutes April 8, 1949 | |