About Us | Articles of Incorporation

[Official Copy on File with the Commonwealth of Virginia]

We hereby associate to form a non-stock, nonprofit corporation under the provisions of Chapter 10 of Title 13.1 of the Code of Virginia. To that end we set forth the following:

ARTICLE 1. NAME

The name of the corporation is Kaleidoscope Theatre Company, referred to hereafter as the "Corporation."

ARTICLE 2. PURPOSE

The Corporation is organized exclusively for charitable, religious, educational, and scientific 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 Service Code, or the corresponding section of any future federal tax code, to which end the Corporation is specifically authorized to conduct, perform, and undertake any of the following activities:

a. To produce and present, independently or in concert with other institutions or individuals, theatrical productions and other events of a similar nature.

b. To solicit gifts and donations from private individuals, businesses, foundations, and governmental entities in support of one or more of the purposes or activities of the Corporation.

c. To collect fees: from admission to performances, from instructional classes, lectures, and workshops; and to do these and all other legal things necessary to carry out and fulfill the stated purposes of the Corporation.

d. To carry on any other lawful business whatsoever that the Corporation may deem appropriate, and to exercise all powers and authorities conferred upon it by the Virginia Non-Stock Corporation Act, now in effect or as subsequently amended, provided such activities or exercise of powers is otherwise consistent with the purposes and objectives of the Corporation, as set forth in these Articles of Incorporation.

This foregoing statement of corporate purposes and objectives shall be liberally construed in furtherance of aiding the conduct and operation of the Corporation. No express recital of power or authority shall be construed or interpreted to restrict or limit any general power or authority when such general power or authority is otherwise conferred by these Articles of Incorporation or by applicable corporation law.

ARTICLE 3. NONPROFIT ORGANIZATION

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or 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 purpose set forth in Article 2 hereof. 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 these articles, this Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation.

ARTICLE 4. MEMBERS

The corporation shall have no members.

The directors of the corporation shall be elected or appointed as follows:

Initial directors, as indicated herein, are appointed. Additional directors may be elected at any time by a majority vote of the serving directors. All other matters pertaining to Directors, including number, qualifications, terms, groups, eligibility, and elections shall be prescribed by the Bylaws of the Corporation.

The names of the initial Directors are as follows:

Robert T. Cork
Carla J. Luggiero
Linda Ann Draper

ARTICLE 6. REGISTERED AGENT

The registered agent of the corporation is Robert T. Cork, who is a resident of Virginia and a Director of the Corporation, and the registered office of the Corporation is located in the county of Fairfax, Virginia.

ARTICLE 7. Indemnification

Each person now or hereafter a Director or Officer of the Corporation, and his or her heirs, executors and administrators, shall be indemnified by the Corporation against all claims, liabilities, judgments, settlements, costs and expenses, including all attorneys' fees, imposed upon or reasonably incurred by him or her in connection with, or resulting from any action, suit, proceeding, or claim to which he or she is or may be made a party by reason of his or her being, or having been a Director or Officer of the Corporation, whether or not a Director of Officer at the time such costs or expenses are incurred by or imposed upon him or her, except in relation to matters as to which he or she shall have been finally adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his or her duties as such Director or Officer.

In the event of any other judgment against such Director or Officer, or in the event of a settlement, such indemnification shall be made only if the Corporation shall be advised either by the Board of Directors, if none of the persons involved shall be, or shall have been, a Director; or if otherwise, then by independent counsel to be appointed by the Board of Directors, that in its opinion such Director or Officer was not guilty of gross negligence or willful misconduct in the performance of his or her duty , and in the event of a settlement, that such settlement is in the best interests of the Corporation. If the Board of Directors makes such determination, it may rely as to all questions of law upon the advice of independent counsel. The right of indemnification conferred by this Article shall not be deemed exclusive of any other right or contract of indemnification to which such Director or Officer may be entitled under any Bylaw, agreement, resolution, or otherwise.

ARTICLE 8. Dissolution

If the Corporation is dissolved, terminated, or otherwise disbanded, the Directors shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of its assets in conformity with law to one or more organizations engaged in activities substantially similar to those of the Corporation, provided, however, that any such recipient organization shall be qualified as a tax-exempt organization under the provisions of Section 501(c) (3) of the Internal Revenue Code or the corresponding section of any future federal tax code.

Signed on this 29th day of April, 2002

Robert T. Cork, Incorporator

Carla J. Luggiero, Incorporator

Date of Incorporation: May 6, 2002

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