The Pangyea Foundation is a 501(c)(3) in Richmond, Virginia, founded by two lifelong friends to give emerging artists of color the exhibition, development, and economic opportunity that institutions have too often withheld.
The Pangyea Foundation grew out of a gallery and a friendship. In 2024, mixed-media artist Ayah Davis-Karim opened Chromophore Artspace in Richmond's historic Jackson Ward, the city's only Black woman-owned gallery, after years of watching artists of color be excluded from the institutions that decide whose work is seen. Chandra Shealey, her lifelong friend, shared the conviction that talent was never the problem. Resources were.
The Foundation exists to supply those resources. Its first program, Rich Blue Hues Fest, gathered artists, collectors, chefs, musicians, and neighbors for four days in September 2026 to explore Black diasporic expression through the many iterations of blue.
The Pangyea Foundation was first recognized by the Internal Revenue Service as a 501(c)(3) in 2022. After a dormant period, its founders relaunched the Foundation in 2026, incorporating in Virginia, adopting a full governance package, and restoring its tax-exempt standing. The Foundation's original recognition predates Chromophore Artspace; the gallery, opened in 2024, became the home from which the founders relaunched the Foundation. Rich Blue Hues Fest was the first program of the relaunched Foundation.
Richmond is a city of makers with a deep Black cultural history and too few rooms where emerging artists of color can show, sell, and grow. The Foundation's mission names Richmond and the surrounding region as its emphasis on purpose. Anchoring here, in Jackson Ward, means the work is visible to the community it comes from first.
We believe an artist's career turns on a few concrete things: a wall to show on, a public that can find the work, buyers who take it seriously, time and money to keep making, and peers and mentors who tell the truth. Every Foundation program is designed to supply at least one of these. Exhibitions supply the wall and the public. Collector engagement supplies the buyers. Stipends, residencies, and professional development, as they launch, supply the time, the money, and the mentors.
The Foundation is an independent nonprofit governed by its board. Its Chair, Ayah Davis-Karim, founded and runs Chromophore Artspace, the gallery that hosts Rich Blue Hues Fest. Any arrangement between the Foundation and Chromophore is disclosed and reviewed under the Foundation's Conflict of Interest and Related-Party Transactions Policy, and Foundation funds remain under the Foundation's control.
Directors serve without compensation for two-year terms and elect their successors.
Chair
Ayah Davis-Karim is a mixed-media artist with a background in architecture, interior design, and fashion. In 2024 she founded Chromophore Artspace in Richmond's historic Jackson Ward, the city's only Black woman-owned gallery, as a home for artists and makers of color. She chairs the Foundation's board.
Treasurer
Chandra Shealey serves as Treasurer of the Foundation, overseeing its financial reporting, budgeting, and internal controls. She is a co-founder of the relaunched Foundation and a lifelong friend of its Chair.
Secretary
Tina Davis serves as Secretary of the Foundation, with custody of its governance records, minutes, and official corporate documents.
The board adopted the following policies on August 28, 2026. They are published here in full.
A Virginia Nonstock Corporation
Section 1. Name. The name of the corporation is The Pangyea Foundation (the "Foundation").
Section 2. Principal Office. The principal office shall be located in Richmond, Virginia, or at another location designated by the Board of Directors. The Foundation shall continuously maintain a registered office and registered agent in the Commonwealth of Virginia as required by law.
Section 1. Charitable Purpose. The Foundation is organized and shall be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Its mission is to advance arts and culture, with an emphasis on Richmond, Virginia and the surrounding region, through exhibitions, educational and creative programming, artist development, residencies, community engagement, and economic opportunities for artists and creative entrepreneurs.
Section 2. Activities. The Foundation may produce, sponsor, fund, or collaborate on arts exhibitions; workshops and classes; artist residencies; public programs; cultural events; arts education; professional development; creative entrepreneurship initiatives; and other activities that further its exempt purposes.
Section 3. Limitations. No part of the net earnings shall inure to the benefit of any director, officer, or other private person, except that the Foundation may pay reasonable compensation for services actually rendered and make payments in furtherance of its exempt purposes. The Foundation shall not participate or intervene in any political campaign on behalf of or in opposition to a candidate for public office. Lobbying shall not constitute a substantial part of its activities, subject to applicable law.
The Foundation shall have no statutory members. Any use of the terms "member," "supporter," "friend," or similar designation in fundraising or programming shall not confer voting or governance rights.
Section 1. Authority. The affairs of the Foundation shall be managed under the direction and oversight of its Board of Directors.
Section 2. Number. The Board shall consist of not fewer than three (3) and not more than nine (9) directors. The exact number may be fixed by Board resolution within that range.
Section 3. Initial Directors/Officers. The initial leadership is: Annabelle Davis-Karim, Chair; Chandra Shealey, Treasurer; and Tina Davis, Secretary, subject to confirmation in the organizational resolutions.
Section 4. Qualifications. Directors should demonstrate commitment to the Foundation's mission and willingness to fulfill fiduciary, governance, financial oversight, and participation responsibilities.
Section 5. Terms. Directors shall serve two-year terms and may serve up to three consecutive full terms. A director appointed to fill an unexpired term may complete that term without it counting as a full term. After a one-year absence, a former director may be eligible for reelection.
Section 6. Election. Directors shall be elected by majority vote of directors then in office.
Section 7. Resignation and Removal. A director may resign by written notice. A director may be removed, with or without cause, to the extent permitted by Virginia law, by a vote of two-thirds of directors then in office, excluding the director whose removal is considered.
Section 8. Vacancies. Vacancies may be filled by majority vote of the remaining directors for the balance of the unexpired term.
Section 9. Compensation. Directors shall not receive compensation for Board service. They may receive reimbursement for reasonable authorized expenses and may separately provide compensated professional services only when the arrangement is fair, reasonable, necessary or beneficial to the Foundation, approved in compliance with the Conflict of Interest Policy, and fully documented.
Section 1. Regular Meetings. The Board shall meet at least quarterly. The Chair or Board may establish an annual meeting calendar.
Section 2. Special Meetings. Special meetings may be called by the Chair or any two directors.
Section 3. Notice. At least two days' notice of a special meeting shall be given unless waived. Regular meetings may be held pursuant to an adopted schedule without additional notice.
Section 4. Remote Participation. Directors may participate through telephone, video conference, or other communications technology through which all participating directors can simultaneously hear one another, as permitted by law.
Section 5. Quorum. A majority of directors then in office shall constitute a quorum, provided that a quorum shall never be fewer than two directors.
Section 6. Voting. Unless a greater vote is required by law, the Articles, or these Bylaws, action is approved by a majority of directors present when a quorum exists.
Section 7. Action Without Meeting. Any action permitted to be taken at a Board meeting may be taken without a meeting by unanimous written consent of all directors, to the extent permitted by Virginia law. Electronic signatures and consents may be used where legally valid.
Section 8. Minutes. The Secretary shall ensure that minutes or written consents documenting Board action are maintained with the Foundation's permanent records.
Section 1. Officers. The officers shall include a Chair, Treasurer, and Secretary. The Board may establish additional officer positions. Officers shall be elected by the Board.
Section 2. Chair. The Chair shall preside at Board meetings; support effective governance; help establish agendas and priorities; execute documents when authorized; and perform other duties assigned by the Board.
Section 3. Treasurer. The Treasurer shall oversee the Foundation's financial affairs; review financial reports; support budgeting and internal controls; report regularly to the Board; and help ensure required financial and tax filings are completed.
Section 4. Secretary. The Secretary shall oversee preparation and custody of minutes, governance records, and official corporate records; authenticate records when required; and ensure notices are provided.
Section 5. Terms. Officers shall serve one-year terms and may be reelected.
Section 6. Removal/Vacancy. An officer may be removed by majority vote of the Board. A vacancy may be filled by the Board for the remainder of the term.
The Board may create committees and advisory groups as needed. Any committee exercising Board authority shall be composed and operated in accordance with Virginia law. Advisory groups may include non-directors but shall not exercise powers reserved to the Board.
Directors and officers shall comply with the Foundation's Conflict of Interest & Related-Party Transactions Policy. Interested persons shall disclose material interests, leave deliberations when appropriate, abstain from voting, and not improperly influence the decision. The disinterested Board shall determine whether a proposed transaction is fair, reasonable, in the Foundation's best interests, and consistent with its charitable purposes.
Section 1. Fiscal Year. The fiscal year shall be fixed by Board resolution.
Section 2. Budget. The Board shall approve an annual operating budget and receive periodic financial reports.
Section 3. Banking. Foundation funds shall be held in accounts in the Foundation's legal name at financial institutions approved by the Board.
Section 4. Restricted Funds. Donor-restricted funds shall be tracked and used consistently with lawful donor restrictions.
Section 5. Contracts and Payments. Authority to enter contracts, incur obligations, sign checks, initiate electronic payments, and otherwise bind the Foundation shall be governed by Board resolutions and the Financial Controls & Fiscal Management Policy.
The Foundation shall maintain corporate, financial, tax, donor, grant, contract, and other records required by law and its Document Retention & Destruction Policy.
To the fullest extent permitted by Virginia law, the Foundation may indemnify directors and officers acting in good faith within the scope of their duties and may purchase directors' and officers' liability insurance.
These Bylaws may be amended by a two-thirds vote of directors then in office, provided proposed amendments are distributed to directors at least five days before the vote, unless a different procedure is required by the Articles of Incorporation or law.
Upon dissolution, assets remaining after payment of liabilities shall be distributed exclusively for one or more purposes described in Section 501(c)(3) of the Internal Revenue Code, consistent with the Articles of Incorporation and applicable law.
This policy protects the Foundation's charitable interests when it considers a transaction or arrangement that could benefit the private interests of a director, officer, key volunteer, or other person with substantial influence over the Foundation.
A financial or personal interest may be direct or indirect and may arise through ownership, investment, compensation, a family relationship, a business relationship, or another arrangement that could reasonably affect impartial judgment. A related-party transaction includes a proposed transaction between the Foundation and a covered person, a family member, or an entity in which such person has a material financial interest.
A covered person shall promptly disclose all material facts concerning an actual or potential conflict before the Board or committee considers the matter and shall update the annual disclosure whenever circumstances materially change.
A voting director who receives compensation from the Foundation for services shall not vote on matters concerning that person's compensation. Compensation should be supported by appropriate comparability information when practical and documented contemporaneously.
If the Board has reasonable cause to believe a covered person failed to disclose a conflict, it shall inform that person and provide an opportunity to explain. The Board may take corrective or disciplinary action consistent with law and the Bylaws.
Each director and officer shall annually sign the disclosure in Section 4 acknowledging receipt and understanding of this policy and disclosing relevant interests.
By serving on the Board of The Pangyea Foundation, each director agrees to act in good faith, with reasonable care, loyalty to the Foundation, and obedience to its charitable mission and governing documents.
The Board has ultimate fiduciary responsibility for Foundation assets. The Treasurer oversees routine financial reporting and controls, but financial authority may be delegated by Board resolution. Because the Foundation is initially small, controls shall emphasize transparency, documentation, review, and separation of duties wherever practical.
Routine expenditures within an approved budget may be authorized by officers or other persons designated by Board resolution. Expenditures outside the approved budget, material contracts, related-party transactions, loans, and commitments creating significant ongoing obligations require Board approval.
Until the Board adopts specific dollar thresholds, no single officer should both initiate and finally approve a material payment to themselves or a related party. Payments to an officer or director require approval by a disinterested authorized person and supporting documentation.
Restricted contributions shall be recorded separately or otherwise tracked so the Foundation can demonstrate use consistent with donor restrictions. The Foundation shall not accept restrictions inconsistent with its charitable purposes or operational capacity.
Contracts shall be in the Foundation's name. The Board may authorize officers to execute ordinary contracts within approved budgets. Material, multi-year, unusual, or related-party contracts should be presented to the Board.
The Treasurer and Secretary shall coordinate timely federal, state, and local filings, including applicable IRS information returns, Virginia corporate filings, charitable solicitation filings, payroll filings if applicable, and donor acknowledgments.
Foundation funds shall not be used for personal loans to directors or officers.
The Foundation will reimburse reasonable, necessary, and properly documented expenses incurred on authorized Foundation business.
Exceptions require written approval and documentation of the charitable/business purpose.
The Foundation shall preserve records for periods appropriate to legal, tax, financial, governance, grant, donor, and operational needs. Records subject to litigation, audit, investigation, subpoena, or a reasonably anticipated legal hold shall not be destroyed.
| Record | Minimum Retention |
|---|---|
| Articles, bylaws, amendments, IRS determination letter, EIN records | Permanent |
| Board and committee minutes / written consents | Permanent |
| Conflict disclosures and major governance policies | Permanent or superseded version + 7 years |
| Federal and state tax/information returns | Permanent |
| Annual financial statements and year-end ledgers | Permanent |
| Bank statements, reconciliations, invoices, receipts, expense reports | 7 years |
| Grant applications, awards, reports, and grant agreements | 7 years after close |
| Material contracts and leases | 7 years after expiration |
| Donor restriction records and major gift agreements | Permanent |
| Routine donor records and acknowledgments | 7 years |
| Employment/payroll records, if applicable | At least 7 years, subject to longer legal requirements |
| Insurance policies and claims | Permanent for policies/claims of lasting significance; otherwise 7 years after expiration/closure |
| Routine correspondence and administrative records | 3 years unless needed longer |
Records approved for destruction shall be destroyed in a manner appropriate to their sensitivity. Electronic records should be deleted from active systems and backups according to practical system capabilities and legal obligations.
The Foundation expects directors, officers, volunteers, employees, and contractors to act lawfully and ethically. A person who reasonably suspects fraud, misuse of charitable assets, material accounting irregularities, conflicts of interest, harassment, retaliation, or other serious misconduct is encouraged to report the concern.
Reports may be made to the Chair. If the concern involves the Chair, it may be made to the Treasurer or Secretary. The recipient shall promptly inform the disinterested directors as appropriate.
Reports may be made confidentially to the extent practical. The Foundation prohibits retaliation against a person who makes a good-faith report or participates in an investigation. Knowingly false or malicious reports are not protected.
The disinterested Board or its designee shall determine an appropriate review process, document material findings, protect evidence, and take corrective action when warranted.
The Foundation may accept gifts that further its charitable mission and do not create unreasonable financial, legal, reputational, administrative, or ethical burdens.
The Foundation should obtain Board and, when appropriate, legal, tax, appraisal, insurance, conservation, or other professional review before accepting real estate, closely held business interests, unusual restrictions, gifts requiring substantial future expenditures, intellectual property, valuable collections, or other complex assets.
A donor restriction must be consistent with the Foundation's mission, charitable status, capacity, and legal obligations. The Foundation reserves the right to decline a gift or proposed restriction.
Acceptance of artwork does not guarantee exhibition, permanent retention, attribution, conservation, storage, or resale unless expressly agreed in writing. Donors are responsible for obtaining their own tax and appraisal advice. The Foundation will not assign a charitable deduction value to donated property on behalf of a donor.
No gift may confer improper control over the Foundation's governance, charitable decisions, artist selection, grantmaking, or use of charitable assets.
The Foundation may provide grants, stipends, commissions, residencies, scholarships, program support, space support, materials, professional development, or other assistance when doing so directly advances its charitable and educational purposes.
Assistance to individual artists or creative entrepreneurs must serve a charitable or educational program purpose rather than simply provide unrestricted private benefit. Selection criteria, the charitable objective, award amount, and intended use shall be documented.
The Foundation should confirm that recipient organizations and projects are appropriate charitable partners. When funding a non-501(c)(3) entity, the Foundation should use a written agreement that restricts funds to the approved charitable project, preserves Foundation oversight, requires appropriate records/reporting, and provides for return of misused or unspent restricted funds where appropriate.
Material awards should be documented by a grant letter, agreement, award notice, invoice/commission agreement, or other record describing purpose, amount, restrictions, deliverables or reporting as appropriate.
A director or officer with a material interest in an applicant, artist, vendor, venue, or partner shall disclose the interest and follow the Conflict of Interest Policy.
The Foundation may collaborate with galleries, museums, cultural organizations, schools, businesses, individual artists, creative entrepreneurs, public agencies, and community groups when the collaboration advances the Foundation's charitable mission.
Each material partnership should identify the charitable purpose, responsibilities of each party, budget, ownership or use of intellectual property where relevant, revenue/expense treatment, insurance or risk allocation where appropriate, and reporting expectations.
When the Foundation collaborates with an organization, venue, business, or individual connected to a director or officer, the relationship shall be disclosed and reviewed under the Conflict of Interest Policy. Foundation funds must remain under Foundation oversight and be used to advance the Foundation's charitable purposes. Payments for space, services, goods, or production support should be reasonable and documented.
The Foundation shall not represent that it fiscally sponsors a project merely because it collaborates with or supports that project. A formal fiscal sponsorship arrangement must be approved by the Board and documented in a written agreement.
Before serving as fiscal sponsor, the Board should determine that the sponsored project furthers the Foundation's charitable purposes and that the Foundation has sufficient administrative capacity. The agreement should address Foundation discretion and control over charitable funds, project budget, permitted expenditures, administrative fees if any, reporting, fundraising communications, intellectual property, termination, and disposition of remaining funds.
The Foundation will not accept tax-deductible contributions merely to pass them to a named person or noncharitable entity without maintaining the discretion, control, charitable purpose, documentation, and oversight required by law.
The Pangyea Foundation is a Virginia nonstock corporation, incorporated on August 28, 2026, and recognized by the Internal Revenue Service as a public charity under Section 501(c)(3). EIN 87-3430165.
IRS determination letter forthcoming