BYLAWS OF FORT NEW SALEM FOUNDATION, INC.,
a West Virginia nonprofit corporation
ARTICLE I OFFICES; PURPOSES
Section 1.1. Principal Place of Business. The principal business office of Fort New Salem Foundation, Inc. (the "Corporation") shall be located at 1 Pennsylvania Avenue, Salem, Harrison County, West Virginia 26426.
Section 1.2. Other Places of Business. The Corporation may also have offices at such other places both within and without the State of West Virginia as the Board of Directors of the Corporation (the "Board of Directors") may from time to time determine or the business of the Corporation may require.
Section 1.3. Purposes. The purpose or purposes for which the Corporation is formed and organized are as follows:
(1) The Corporation is organized exclusively for charitable purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
(2) No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, directors, trustees, officers, or any other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in (1) above. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, 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 the Articles of Incorporation or these Bylaws, 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 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 corresponding section of any future federal tax code.
(3) To transact any and all lawful business for which corporations may be incorporated under Article 1, Chapter 31 of the Code of West Virginia and to do and perform all such acts, things and business as may be necessary, incidental to or convenient in and about the conduct of such business, consistent with or in furtherance of the foregoing purposes.
(4) To have and exercise, without limitation hereof, all powers conferred upon a corporation pursuant to and under Section 8, Article 1, Chapter 31 of the West Virginia Code, consistent with or in furtherance of the foregoing purposes. Specifically, in furtherance of its charitable purposes, but without limitation, the Corporation shall have the power to:
(a) Govern, maintain, advance and support Fort New Salem in order to enhance the potential, reputation and operations of Fort New Salem, to benefit the community and State of West Virginia by promoting history, education and culture.
(b) Own, lease, acquire, dispose of, exchange, and sell real and personal property whether by gift, purchase or otherwise.
(c) Contract for any corporate purpose with individuals, associations and corporations, municipal corporations, any agency of the State government or its political subdivisions, and the State and the United States or any agency or department thereof.
(d) Sue and be sued in its corporate name.
(e) Lend and borrow money.
(f) Purchase, lease, exchange, improve, use or otherwise transfer real or personal property or any interest therein; grant or acquire options on real and personal property; and contract regarding the income or receipts from real property or personal property.
(g) Issue bonds, notes, and other evidence of indebtedness in conformity with applicable provisions of State law in such principal amounts, with such covenants, interest rates, maturities and options of redemption as in the discretion of the Corporation shall be necessary or appropriate to provide sufficient funds for achieving any corporation purposes, and secure financial assistance from the United States, the State of West Virginia or other sources for corporate projects and activities.
(h) Contract for and accept gifts, donations or loans of funds or property from the United States, the State of West Virginia, other corporations, associations, individuals or any other source and to comply with the terms and conditions thereof.
(i) Lend its funds, property or credit or services for corporate purposes, or act as a surety or guarantor for corporate purposes.
(j) Provide advisory, consultative, training, educational and community services or advice to individuals, associations, corporations or governmental agencies, with or without charge.
(k) Donate money, property or services on such terms and conditions, as the Corporation may in its discretion deem advisable to individuals, associations or corporations for corporate purposes.
(l) Control the use and disposition of corporate property, assets and credit.
(m) Invest and reinvest its funds.
(n) Fix and collect fees, charges, deposits and rentals for or in connection with services rendered or to be rendered or property leased or to be leased, and establish the consideration for property otherwise transferred.
(o) Conduct corporate affairs, carry on its operations, use its property as allowed by law, the Articles of Incorporation, and these Bylaws; and to name corporation officials, agents, and employees; secure the services of consultants and managers for professional services, technical assistance or advice; and prescribe the duties, qualifications and compensation.
(p) Perform and undertake all manner and type of services and activities in furtherance of the carrying out of the purpose or objectives of the Corporation.
The foregoing provisions of this Section 1.3 shall be construed as stated powers as well as objects, and the enumeration of specific objects and powers shall not be construed to limit or restrict in any manner the general terms, objects, purposes and powers, nor shall the expression of one thing be deemed to exclude another, although it be of like nature not expressed.
