HomeMy WebLinkAboutArticles of Incorporation AKEICLES OF INCORPORATION
OF
GREATER ROANOKE TRD2qSIT COMPANY
We hereby associate to fora a stock corporation under the provisions
of Chapter 1 of Title 13.1 of the Code of Virginia, as amended, and to'.
that end set forth the following:
I. Tae name of the corporation is GREKI'~K ROJl~OKE TRA~SIT C~4PANY.
II. ~e corporation is organized for the purpose of providing mass
transportation service as a public service corporation.
III. l]ue corporation shall, in addition, have the po%~r to carry
on all other business activities incidental to the trarpose of the corporation
provided such activities are not prohibited by law.
A. The corporation shall have the power to buy and sell real
and personal property necessary for the corporation to carry out its
purpose.
B. The corporation shall have the power to apply for and
accept Federal and State grants in order to carry out its purpose provided
the corporation complies with applicable Federal and State regulations.
IV. The aggregate number of shares of stock which the corporation
shall have the authority to issue shall be five (5), which shares shall
be comrmn stock and ~ich stroll have a par valua of $1.00.
V. It is hereby declared to be the purpose and policy of the corpo-
ration that no profit shall accz~a to any stockholder by dividend.
VI. The period of duration for tJ~e corporation is tmlimited.
VII. _~he post office address of the initial registered office is 215
Church Avenue, S. W., Room 464, Roanoke, Virginia 24011. ~e name of the
City in which the initial registered office is located is the City of
Roanoke. The nama of the initial registered agent is Janes N. Kincanon,
who is a resident of the State of Virginia and is a member of the
Virgh~ia State Bar, ~nd v~ose business office is the stone as the
registered office address of the corporation.
VIII. The number of directors constituting the initial board of
directors is seven (7), and the names and addresses of the persons who
are to serve as the initial directors are:
m~
Byron E. Haner
A. N. Gibson
Cabell J. Fearn
Kit B. Kiser
R. Dale Caudill
S. W. Hylton
William C. Stott, Jr.,
Address
3620 Forest Road, S. W.
Roanoke, Virgznia 24015
215 Church Avenue, S. W.
Roanoke, Virgm~ 24011
710 Ferdinand Avenue, S. W. Apt. 1
Roanoke, Virg~nma 24016
2415 Oakland Boulevard, N. W.
Roanoke, Virgmnza 24012
5521 McVitty Road, S. W.
Roanoke, Virginia 24018
517 Rutherford Avenue, N. W.
Roanoke, Virg~nm 24016
3263 Somerset Street, S. W.
Roanoke, Vir~znza 24014
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IX. No person need own stock in the corporation as a prerequisite
to being an officer and/or director of the corporation.
X. Each person now or hereafter a director or officer of the
corporation (and his heirs, executors and administrators) shall be
indemnified by the corporation against all claims, liabilities, judg-
nmnts, settlemmnts, costs and expenses, including all attorney's fees,
imposed upon or reasonably incurred by him in connection withor re-
sulting from any action, suit, proceeding or claim to whichhe is or may
be made a party by reason of his being or having been a director
of officer of the corporation (whether or not a director or officer at
the tima such costs or expenses are incurred by or imposed upon him),
except in relation to matters as to ~ich he shall have been finally
adjudged in such action, suit or proceeding to be liable for gross
negligence or wilful misconduct in the performance of his duties as such
director or officer. In the event of any other jud~n~nt against such
director or officer or in the event of a settlement, the ind~md_fication
shall be made only if the corporation shall be advised, in case
none of the persons involved shall be or have been a director, by the
Board of Directors of the Corporation, and otherwise by independent
co~sel to be appointed by the Board of Directors, that in its or his
opinion such director or officer was not guilty of gross negligence or
wilful misconduct in the perfoz~mnce of his duty, and in the event of a
settlement, that such settlement was or is in the best interest of
the corporation. If the determination is to be mde by the tk~ard of
Directors, it may rely as to all questions of law on the advice of
independent counsel. Such right of indennification sbmll not be
deemed exclusive of any rights to which he may be entitled under any
by-law, agreenmnt, vote of stockholders, or otherwise.
/s/ Byron E. Haner
Incorporator
/s/ A. N. Gibson
Incorporator
/s/ Jmr~s N. Kincanon
Incorporator
Dated: July 2 , 1974.
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BY-LAWS
OF
GREATER ROANOKE TRANSIT CC~.~PANY
At~ICLE I. STOCK
1. Certificates for shsm~es of co~von stock, made upon fo.~ approved by
the Board of Directors, shall be issued in n~nerical order and shall be
signed by the President, with the Company's seal affixed and attested by
the Secretary. Every such certificate shall cc~tain upon its face ~he
follc~zing words: "No profit shall accrue to any stockholder by dividend."
No origJma! issue of such stock shall be made except upon authority of
the State Corporation C~.~m~ission first given. A record of each certifi-
cate shall be kept on tha stub thereof. Not more than five (5) s?mres
of such stock shall be issued and outstanding at any one time.
2. Transfer of ownership of stock of the Company shall be mmde only on
the stock record of the Company; and no transfer of issued shares s~all
be made unless the certificate(s) evidencing such shares are surrendered
to the Cu~pany duly executed for such transfer; and, upon such transfer,
the certificate(s) evidencing the share(s) so transferred shall be
marked cancelled, ~ith the date of cancellation, by the Secretary.
ARTICLE II. STOCKHOLDERS
1. The arc, ual maeting of the Stockholders of the Oa:pany slmll be held
on the first R~aasday in the month of July of each y~mr at the registered
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office of the Company in Roanoke, Virginia, or at such other place or
places as may from time to time be fixed by the Board of Directors.
2. Special nmetings of the Stockholders may be held at the registered
office of the Company, or such other place as may be decided upon, at
any time, upon the call of the President or the Seeretary, by a majority
of the Board of Directors, or by a Stockholder or Stockholders holding
together at least one-tenth of the Cu~umn Stock then outstanding entitled
to vote.
3. Written notice of an annual or special meeting, stating the place,
day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which it is called, shall be given either personally
or by nmil ~-o each Stockholder of record entitled to vote at such nmeting.
Such notice shall be givan not less t~han 10 nor more than 50 days before
the date of the meeting; except that, if the purpose of the meeting is
to act on special matters such as an amenct~t to the Articles of Incorporation,
the reduction of stated capital, or on a plan of merger or consolidation,
the notice shall be given not less than 25 nor more than 50 days before
the date of the meeting and shall be acco;mpanied by a copy of the proposed
8mmndment or plan of reduction or merger or consolidation.
4. Not~ithstanding the requirements for notice set out in the preceding
paragraph, any meeting of Stockholders may be held if
(a) a ,~iver of notice thereof in writing is signed by the person
or persons entitled to such notice, whether before or after the time
stated therein; or
(b) if Stockholders entitled to but not waiving the notice attend
the meeting, unless attending for the express purpose of objecting to
the transaction of any business because the m~eting is not lawfully
called or convened.
5. Any action required by law to be taken, or any action whichmay be
lawfully taken at a meeting of the Stockholders, may be taken without a
meeting if a consent in writing setting forth in full the action so
taken, is signed by all of the Stockholders entitled to vote thereon;
and such consent shall have the same force and effect as a upmnimous
vote of the Stockholders. No such action taken without a meeting shall
have effect until a record thereof be spread in full in the Minute Book,
together with the aforesaid written constant.
6. Subject to the qualification hereinafter stated, a quor~n at any
meeting of the Sto~holders shall be a mmjority of the voting stock of
the Company represented in person or by proxy [but in no event shall a
quort~n consist of less than one-third of the shares entitled to vote),
and am ajority of the shares represented at the meeting may act on any
mtter that mey conmbefore the meeting. Hov~ver, in matters relating
to an amendment to the Articles of Incorporation, a reduction of stated
capital, or of a plan of merger or consolidation, and other special
mtters, the affirmative vote of not less tbmn two-thirds of the shares
entitled to vote thereon shall be required for approval.
7. For the purpose of voting a share or shares of stock at a meeting
held by the Stockholders, a Stockholder shall have the privilege of
dix~d~ng ~hevot~g strength of any one or more full shares so owned by
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the Stockholder by the nomber 2, so as to provide for voting half-shares
of said stock; provided, hca~ever, that the Stockholder shall have given
written notice of intention so to do to the Secretary, by written pr~y
or other writing prior to commencement of the meeting, in which written
notice the n~mber of the stock certificate and the number of full shares
to which such election is applicable shall be clearly set out.
ARTICLE III. DIRECTORS
1. The affairs of the Company shall be managed by a Board of Directors
which shall consist of not less than seven members, who need not be
Stockholders. They mhall be elected annually by the Stoct~olders at
the Stockholders' ~ual Mmeting for a term of one year fr~n the ~tate of
their election and until their successor has been duly elected a~d shall
have doly qualified. This n~mber may be increased, or may be decreased
to not less than three, at any time by amendment to these By-Laws. A
majority of mhe Directors actually elected and serving at the time of
any given meeting shall constitute a quormn. Less than a quorum may
adjourn the meeting to a fixed time and place, no f~rther notice of such
adjourned meeting being required.
2. The Stockholders, at any meeting, by a vote of the holders of a
mjority of all the shares of C~on Stock at the time outstanding and
having voting power, may r~mve any Director and fill the vacancy;
other~ise any vacancy occurring upon the Board of Directors msy be
filled for any umexpired term created by the vacancy by election by
majority of the ra~aining Directors, even though the ones remaining do
not constitute a quorum of the full Hoard, unless such vacancy(ies) be
sooner filied by the Stockholders in meeting.
3. Any mandatory or permissive action ~nich should or may be taken at a
nmeting of the Directors, may be taken without a meeting if a consent in
writing, setting forth the action so taken, is signed by all of the
Directors; and such consent shall have the same force and effect as a
unanimous vote of the Directors; provided, that no such action t~en
outside a meeting shall have effect tmtil the action and such consent
shall l~ve been spread ir~ full in the Minute Book.
4. Meetings of the Board of Directors shall be held at times fixed by
resolution of the Hoard, or upon the call of the President or the Secretary,
or upon the ~11 of a majority of t~he members of the Board. Notice of
any meeting not held at a ti~e fixed by a' resolution of the Board shall
be given to each Director at least 24 hours before the time of the
meeting at his residence or business address or by delivering such
notice to ~ in person, or by telephoni~g or telegraphing it to h~-n at
least 24 hours before the meeting. Any such notice shall contain the
ti~m and place of the meeting, but need not contain the purpose of any
meeting. M~etings may be held without notice if all of the Directors
are present or those not present ~vaive notice before or after the meeting.
5. All nmetings held by the Board of Directors as well as the records
of such .meetings shall conform to the prov-isions of the Virginia Freedom
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of Information Act, but shall be subject to the same exceptions and
limitations of applicability rJ~erein provided for public boards and
agencies.
AR%TCLE IV. C~MITIEES
The Board of Directors may designate, by resolution adopted by
thirds of all the Directors, two or more of the Directors to constitute
an Executive C~u~¥&ttee. The Executive C,.~Lgttee, when the Board of
Directors is not in session, may exercise all of the powers of the
Directors except to approve an amenimant of the By-Laws or to recommend
a plan of marger or consolidation, and they may authorize the seal of
the Corporation to be affixed as required to any writing duly authorized
to be executed. The Executive Committeemaymake and adopt rules for
the holding and conduct of its meetings, the notice required thereof,
end the keeping of its records, provided that all such rules be in
writing and recorded.
AKrICLE V. O~'~'.tCERS
The nmmbers of the Board of Directors, prcmptly after their election
in eachyear, shall elect a Presidant (who shall be a Director) and one
or more Vice-Presidents end shall also elect a Secretary and a Treasurer;
and the Board of Directors may elect or appoint such other officers as
it may de~nproper. No officer other thm~ the President need be a
Director. Any officer may hold more than one office, except the same
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person shall not be President and Secretary nor President and Treasurer.
~All officers shall serve for a term of one year conm~encing upon the date
of their election and until their respective successors are elected and
~s] ify, but any officer may be removed sunnarily with or without cause
at any time by the affirmative vote of a majority of all of the Directors.
Vacancies among the officers shall be filled by the Directors for the
unexpired term of any such vacancy. The officers of the Corporation
shall have such duties as generally pertain to their respective offices
as well as such po~rs and duties as from time to time may be delegated
to them by the Board of Directors.
ARTt~ ~. SEAL
1he Seal of the Comps_ny shall be a flat-faced circular die copmisting
of tm~ dmscs, on ~nich shall be two concentric circles, with the words
"GREATER ROANOKE TRANSIT C0bfPAix~f, ROANOKE [ VIRGIRU_A", circum cribed
aromnd the circumference and bet~een the two circles, end the v~rd
"SEAL" and the nuv~mrals "1974" in the central portion of said circles;
and an impression of said seal sbmll be affixed to this page of the By-
Laws.
ARTICLE VII. FISCAL YEAR
The fiscal year of the Company shall cannmnce on July 1st of each
year and shall end on June 30th of each year next following.
ARTICLE VIII. AMEN~A~C
The Board of Directors shall have the p~er to alter, amend, repeal,
or to adopt new By-laws. Any !m~ made by the Board of Directors may be
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repealed or changed ~and new By-Laws may be mmde by the Stockholders, who
may prescribe that any By-Law made by them shall not be altered, amended
or repealed by the Directors.
ADOPTED: July 17, 1974
- / President
/
AVfE ST:
SeCretary
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ADOPTED by vote of the Board of Directors the 25th day of
June, 1979.
APPROVED:
ATTEST:
S/ Noel C. Taylor S/ Mary F. Parker
Noel C. Taylor, President Mary F. Parker, Secretary"
Mr. Garland moved the adoptio~ of the Resolution. The motion was
seconded by blr. Hubard and adopted by the following vote:
AYES: Directors Bowles, Garland, Hubard, Landis, Thomas and President Taylor--6.
NAYS: None ..................................................................... O.
(Director Grove was absent.)
AMENDMENT OF BY-LAWS: Mr. Hubard offered the following Resolution amending the
By-Laws of Greater Roanoke Transit Company to provide that the annual .Stockholders'
meeting shall be held during the month of June:
"A RESOLUTION AMENDING THE BY-LAWS OF GREATER ROANOKE TRANSIT
COMPANY TO PROVIDE THAT THE ANNUAL STOCKHOLDERS' MEETING
SHALL BE HELD DURING THE MONTH OF JUNE.
BE IT RESOLVED by the Board of Directors of Greater Roanoke
Transit Company as follows:
1. That paragraph 1, of Article II of the By-Laws of Greater Roanoke
Transit Company shall be amended to read as follows:
The annual meeting of the Stockholders of the
Company shall be held during the month of June
each year at a day, time and place to be from
time to time fixed by the Board of Directors.
ADOPTED by a vote of the Board of Directors the 25th day of
June, 1979.
APPROVED:
ATTEST:
S/ Noel C. Taylor
Noel C. Taylor, President
S/ Mary F. Parker
Mary F. Parker, Secretary"
Mr. Hubard moved the adoption of the Resolution. The motion was seconded by
Mr. Landis and adopted by the following vote:
ctor
AYES: Directors Bowles, Garland, Hubard, Landis, Thomas and President Taylor--6.
NAYS: None .................................................................... 0
Grove was absent.)
1979 STOCKHOLDERS' MEETING: Mr. Landis offered the following Resolution
establishing Jdne 25, 1979, at 1:30 p.m., in the Roanoke City Council Chamber as the day,
me and place for the 1979 Annual Stockholders' bleeting:
"A RESOLUTION ESTABLISHING A DAY, TIME AND PLACE FOR
THE 1979 ANNUAL STOCKHOLDERS' MEETING.
BE IT RESOLVED by the Board of Directors of Greater
Roanoke Transit Company as follows:
The 1979 Annual Stockholders' Meeting shall be held
on Monday, June 25, 1979, at 1:30 P.M., in the Roanoke
Council Chambers of the City of Roanoke, Virginia, Munici-
pal Building, Roanoke, Virginia.
ADOPTED by a vote of the Board of Directors the 25th day
of June, 1979.
APPROVED: ATTEST:
S/ Noel C. Taylor S/ Mary F. Parker
Noel C. Taylor, President Mary F. Parker, Secretary"
Mr. Landis moved the adoption of the Resolution. The motion was seconded by
and adopted by the following vote:
AYES: Directors BOwles, Garland, Hubard, Land~s, Thomas and President 6
NAYS: None ............................... , ................................ 0.
(Director Grove was absent.)
There being no further business, the President declared the meeting adjourned
at 1:25 p.m.
APPROVED:
President
ATTEST:
Secretary