University of Virginia Library

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ATTACHMENT C ARTICLES OF INCORPORATION UNIVERSITY OF VIRGINIA REAL ESTATE FOUNDATION

1. NAME.

• The name of the corporation is "University of Virginia Real Estate Foundation" (hereinafter the "Foundation").

2. PURPOSES AND RESTRICTIONS.

• (a) The Foundation is organized and shall be operated exclusively for charitable, scientific and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (all reference herein to such section or other sections of such Code include the corresponding provision of any future United States internal revenue law). More particularly, the Foundation shall at all times be operated solely in connection with, and exclusively for the benefit of the University of Virginia (the "University"), an institution of higher education of the Commonwealth of Virginia, and those of its supporting organizations that are exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended. Solely in furtherance thereof the Foundation shall:
  
• (i) engage in any and all matters pertaining to real property for the benefit of the University.
• (ii) use and administer gifts, grants, bequests and devises for the benefit of the University.

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• (iii) engage in any and all lawful activities except as limited herein.
• (b) No part of the Foundation's net earnings shall inure to the benefit of any private individual (including any director or officer of the Foundation or similar person), except that reasonable compensation may be paid for personal services actually rendered to or for the Foundation.
• (c) No substantial part of the activities of the Foundation shall consist of carrying on propaganda or otherwise attempting to influence legislation and the Foundation shall not participate or intervene in (including by the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
• (d) Notwithstanding any other provision of these Articles, the Foundation shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954, as amended.

3. MEMBERS.

• The Foundation shall have no members.

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4. DIRECTORS.

• (a) Initial Directors.

• The number of directors constituting the initial Board of Directors shall be eleven (11). The names and addresses of the persons who are to serve as the initial directors are as follows:
  

  Ex-Officio Directors

        

  Name	Position	Address
  Fred G. Pollard	Rector of Board of Visitors
  Carl W. Smith	Chairman, Finance Committee of the Board of Visitors
  Marion B. Peavey	Vice President for Development
  Ray C. Hunt, Jr.	Vice President for Business and Finance
  Raymond M. Haas	Vice President for Administration

  Public Directors

         

  Name	Address	Term
  -------------------	----------------	Two Years
  -------------------	----------------	Two Years
  -------------------	----------------	Three Years
  -------------------	----------------	Three Years
  -------------------	----------------	Four Years
  -------------------	----------------	Four Years

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• (b) Categories of Directors.

• The directors shall be composed of the following categories of directors, each containing the number of directors indicated: (i) ex-officio directors -- five (5); and (ii) public directors -- six (6). Any change in the aggregate number of directors or the number of directors within a category shall be only by amendment to these Articles. The directors, each of whom shall have one vote, shall be as follows:
  

• (i) Ex-Officio Directors.

• The ex-officio directors shall be the following officials of the University: (1) Rector of the Board of Visitors; (2) Chairman of the Finance Committee of the Board of Visitors; (3) Vice President for Development; (4) Vice President for Business and Finance; and (5) Vice President for Administration, or their respective designees, as provided in the Bylaws.

• (ii) Public Directors.

• The initial public directors shall be those public directors named herein. Successor public directors shall be elected by the ex officio directors and those public directors whose terms have not expired to fill vacancies of public directors resulting from expiration of terms or otherwise. Public directors shall be elected by the Board from those persons nominated by the governing bodies of the following University related organizations (and any other tax exempt foundation or corporation organized

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  and operated for the benefit of the University and recognized by the Board of Visitors of the University as a "related organization" for this purpose), as long as such organizations remain exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended: The University of Virginia Alumni Association, University of Virginia Colgate Darden Graduate Business School Sponsors, The University of Virginia Medical School Foundation, The University of Virginia Law School Foundation, The University of Virginia Alumni Patents Foundation, and The Alumni Board of the University of Virginia Endowment Fund.

• (c) Terms of Public Directors.

• Of the six initial public directors, two shall have initial terms of two (2) years each, two shall have initial terms of three (3) years each and two shall have initial terms of four (4) years each, as indicated above next to the names of the respective initial public directors. The regular term of public directors shall be three years. A public director shall serve no more than six years or two terms, including any initial term, whichever is longer. If a vacancy occurs prior to the expiration of a term, the successor shall serve for the balance of the predecessor director's term.

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5. REGISTERED OFFICE AND REGISTERED AGENT.

• The address of the Foundation's initial registered office is c/o Ralph D. Pinto, Executive Director, University of Virginia Alumni Patents Foundation, 1224 West Main Street, Charlottesville, Virginia, 22903. The name of the. Foundation's initial registered agent is Ralph D. Pinto, who is a resident of Virginia and a member of the Virginia State Bar, whose business office is the same as the registered office of the Foundation. The name of the City in which the initial registered office is located is the City of Charlottesville, Virginia.

6. DISSOLUTION.

• In the event of the dissolution or final liquidation of the Foundation (a) none of the property of the Foundation or any proceeds thereof shall be distributed to or divided among any of the officers or directors of the Foundation or inure to the benefit of any individual; and (b) after all liabilities and obligations of the Foundation have been paid, satisfied and discharged, or adequate provision made therefor, then all remaining property of the Foundation and the proceeds thereof shall be distributed by the directors of the Foundation to the University or one or more of its supporting organizations that are exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, for the purposes set forth in section 2 hereof, provided that if the University or any proposed recipient supporting organization described

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  herein does not qualify as an organization exempt from taxation within the meaning of Section 501(c)(3), Section 170(c)(1), or Section 170(c)(2) of the Internal Revenue Code, as amended, then such distribution shall be made to an organization which does so qualify, upon the condition that such organization receiving such distribution shall apply and devote such assets exclusively for the aforementioned purposes.
• Dated at Charlottesville, Virginia on , 1985.