Trey Grayson, Secretary of State
Received and Filed:
10/9/2009 11:02 AM
ARTICLES OF INCORPORATION
VALLEY HIGH SCHOOL ALUMNI ASSOCIATION, INC.
THE UNDERSIGNED, having associated for the purposes of forms a non-profit, non-stock corporation, under and pursuant to the laws of the Commonwealth of Kentucky, and more particularly Chapter 273, Kentucky Revised Statutes (KRS) hereby certify as follows:
The name of the Corporation shall be Valley High School Alumni Association, Inc.
The duration of the Corporation shall be perpetual.
The address of the registered office of the corporation is:
High School – Box 
10200 Dixie Highway
Louisville, KY, 40272
The name of the initial registered agent for service of process, located at such address is:
The principal office of the Corporation is located at:
High School – Box 
10200 Dixie Highway
Louisville, KY 40272
Other places of business in said city or elsewhere may be designated by resolution of the Board of Directors.
The corporation is organized and shall be operated exclusively for charitable and educational purposes as described within Section 501(c)(3) of the Internal Revenue Code (or corresponding provisions of any later Federal tax laws), including for such purposes the making of distributions to organizations and individuals for the purpose of engaging in activity falling within the purposes of the Corporation and permitted for an organization exempt under said Section 501(c)(3).
The purposes of the Corporation shall be more specifically stated as follows:
To foster the educational success of students attending Valley High School in Valley Station, Louisville, Kentucky; to provide for scholarships for Valley High School students and graduates who require financial assistance in order to pursue postsecondary education; to work collaboratively with Valley High School and Jefferson County Public Schools to strengthen Valley High School’s academic programs and improve its physical plant; and to engage in other educational and charitable activities consistent with these purposes.
“Valley High School” refers to the public school located at 10200 Dixie Highway, Valley Station, Louisville, KY, 40272, without regard to changes in name that may have been made from time to time in the past or may be made in the future.
The Corporation shall be irrevocably dedicated to and operated exclusively for, non-profit purposes. No part of the net earnings of the Corporation shall insure to the benefit of or be distributable to its members, if any, directors, 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 purposes set forth in Article IV hereof.
In carrying out the corporate purposes described in Article IV, the Corporation shall have all the powers granted by the laws of the State of Kentucky, including in particular those listed in KRS 273.171 (or corresponding provision of any later State statute), except as follows and as otherwise stated in these Articles:
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 any
candidate for public office.
any other provision of these Articles, the Corporation shall not carry on any
other activities not permitted to be carried on:
1. By a
corporation exempt from Federal income tax under Section 501(c)(3) of the
Internal Revenue Code, or the corresponding provisions of any subsequent
Federal tax laws.
2. By a
corporation, contributions to which are deductable under Section 170(c)(2) of
the Internal Revenue Code, or corresponding provisions of any later Federal tax
and so long as the Corporation is a private foundation as defined in Section
509(a) of the Internal Revenue Code, or corresponding provisions of any later
Federal tax laws:
1) The Corporation shall distribute its income for each taxable year at such time and in such manner as to not become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code, or corresponding provisions of any later Federal tax laws.
Corporation shall not engage in any act of self-dealing as defined in Section
4941(d) of the Internal Revenue Code, of corresponding provisions of any later
Federal tax laws.
Corporation shall not retain any excess business holdings as defined in Section
4943(c) of the Internal Revenue Code, or corresponding provisions of any later
Federal tax laws.
Corporation shall not make any investments in such manner as to subject it to
tax under Section 4944 of the Internal Revenue Code, or corresponding
provisions or any later tax laws.
5) The Corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code, or corresponding provisions of any later Federal tax laws.
The name and address of the incorporator is:
The initial Board of Directors shall consist of seven (7) Directors. The names and addresses of the members of the initial Board of Directors are:
Earl Wilhelm, Jr.
The initial by-laws shall be adopted by the initial Board of Directors. Thereafter, the Corporation shall be governed by the By-Laws.
Any director may be removed from office by the Board of Directors whenever in the Board’s judgment the best interests of the corporation will be served thereby. Notice of intent to remove must be sent to the Director in question at least fourteen (14) days prior to the meeting at which the action is to be taken. Said notice shall give the reasons for removal. A majority vote of the Directors present in a secret ballot, a quorum being present, shall be required for removal.
directors, officers, employees and members, if any, of this Corporation shall
not be held personally liable for any debt or obligation of the Corporation
solely because of their position in the Corporation.
person serving on the Board of Directors of this Corporation shall not be held
personally liable for monetary damages resulting from the breach of his or her
duties as a director unless such act, omission or breach:
1) Concerned or concerns a transaction in which the director’s personal financial interest was of is in conflict with the financial interests of the Corporation;
not in good faith or involved or involves intentional misconduct on the part of
3) Was known by the director to be a violation of law;
4) Resulted in an improper personal benefit to the director.
The corporation may indemnify any director or officer or former director or officer of the Corporation against any expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit or proceeding, civil or criminal, in which she or he is made a party by reason of being or having been such director or officer, except in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty to the Corporation. The Corporation may make any other indemnification permitted by law and authorized by its Articles of Incorporation, or its By-laws or a resolution adopted after notice to members, if any entitled to vote.
In the event of dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all assets of the Corporation exclusively for the purposes of the Corporation, in such manner, or to such organizations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization under
Section 501(c)(3) of the Internal Revenue Code (or corresponding provisions of any later Federal tax laws), or to a state or local government for a public purpose as the Board of Directors shall determine.
The remaining assets, if any, shall be disposed of by the Circuit Court of the country in which the principal office for the Corporation is then located, exclusively for such purposes or to such organizations as said Court shall determine are organized and operated exclusively for such purposes.
Amendments to these Articles shall be made by the Board of Directors pursuant to the provisions of KRS 273.263 (or corresponding provision of any later State statute).
IN TESTIMONY WHEREOF, witness the signature of the Incorporator of this Corporation, this 7th day of October, 2009.
BY JIM SEGREST
Jim Segrest, INCORPORATOR
STATE OF KENTUCKY )
COUNTY OF JEFFERSON )
Before me, the undersigned authority, personally appeared Jim Segrest, and being duly sworn, acknowledged that she is the Incorporator and Agent or Process of the aforementioned Corporation, and that she signed the aforementioned Articles of Incorporation as her free act and deed.
Witness my signature and seal of officer this 7th day of October,
My Commission Expires: SIGNED: MARCH 1, 2012.
BY: EILEEN L. ORDOVER
STATE AT LARGE, KENTUCKY
This Document Prepared By:
SIGNED BY: EILEEN L. ORDOVER
EILEEN L. ORDOVER, Attorney at Law
LEGAL AID SOCIETY, INC.
416 West Muhammad Ali Blvd., Ste. 300
Louisville, Kentucky 40272