ARTICLES OF INCORPORATION
FOR
FRIENDS OF ROCKFISH WATERSHED
Pursuant to the Virginia Nonstock Corporation
Act, Code of Virginia, Title 13.1, Chapter 10, the undersigned states as
follows:
ARTICLE
1
Name
The name of the corporation is "Friends
of Rockfish Watershed" (hereinafter FORW.)
ARTICLE
2
Members
FORW shall have one class of members, and
each member shall have the right to vote on all appropriate corporate matters.
ARTICLE
3
Directors
The number and qualifications of directors
of FORW shall be specified by the Bylaws. Directors will be elected at an
annual members' meeting to be established by the Bylaws.
ARTICLE
4
Amendment
of Articles; Code of Bylaws; Indemnification
Section 4.01 -- Amendment of Articles
The members shall have the power to amend
or repeal the Articles.
Section 4.02 -- Code of Bylaws
The members of FORW shall have the power to
make, alter, amend, or repeal FORW's Bylaws.
Section 4.03 -- Indemnification
FORW shall indemnify a director or officer
of FORW who was wholly successful, on the merits or otherwise, in the defense
of any proceeding to which the director or officer was a party because the
director or officer is or was a director or officer of FORW against reasonable
expenses incurred by the director or officer in connection with the proceeding.
ARTICLE
5
Initial
Registered Agent
The name of FORW's initial registered agent
is Diane Lynn Williams Easley, who is a resident of Virginia and an initial
director of FORW.
ARTICLE
6
Registered
Office
FORW's initial registered office address,
which is identical to the business office of the initial registered agent, is:
P.O. Box 115, Lovingston, VA 22949. The registered office is physically located
in Nelson County.
ARTICLE
7
Initial
Directors Names and Addresses
The names and addresses of the persons who
will serve as initial Directors are:
Peter A. Agelasto, III
(Rockfish River Forum Steering Committee)
815
Cavalier Dr.
Virginia
Beach, VA 23451
Email:
agelasto@mindspring.com
Ron Duddleston
1951
Monocan Dr.
Nellysford,
VA 22958
Email:
rduddlesto@aol.com
Diane Lynn Williams
Easley, Chair
P.O.
Box 21
North
Garden, VA 22959
Email:
dianelynn58@hotmail.com
Joan W. Habel
P.O.
Box 55
Arrington,
VA 22922
Email:
jwhabel@ceva.net
Michael LaChance
P.O.
Box 298
Lovingston,
VA 22949
Email:
LaChance@VT.edu
Constantine
"Conny" Roussos (Rockfish River Forum Steering Committee)
245
Cabell Mt. Ln.
Arrington,
VA 22922
Email:
roussos@Lynchburg.edu
Ginny Sonne-Peterson
7767
Faber Rd.
Faber,
VA 22938
Email:
gmae@cstone.net
Hughes C. Swain
(Rockfish River Forum Steering Committee)
5601
Rockfish Valley Hwy.
Afton,
VA 22920
Email:
hswain@ceva.net
ARTICLE
8
Purposes
and Powers
Section 8.01 -- Purposes
The specific purposes of this corporation
shall be:
(a) To engage in any lawful purpose.
(b) To safeguard the health, scenic beauty, and cultural heritage of
the Rockfish River watershed which includes both surface and ground waters.
Section 8.02 -- Powers
The Corporation shall have the same powers
as an individual to do all things necessary or convenient to carry out its
business and affairs, subject to any limitations or restrictions imposed by
applicable law or these Articles.
ARTICLE
9
Limitations
on Activities
No part of the net earnings of the
corporation shall inure to the benefit of, or be distributable to its members,
trustees, officers, other private persons, or individual, 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 these Articles of Incorporation.
No substantial part of the activities of
the Corporation shall be the carrying on of propaganda, or otherwise attempting
to influence legislation (except as otherwise provided in subsection (h)) of
the Internal Revenue Code, as amended.
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.
The Corporation shall not carry on or
engage in any other activities not permitted to be carried on or engaged in by
a corporation, contributions to which are deductible under section 170(c)(2) of
the Internal Revenue Code, as amended, or any corresponding section of any
future tax code.
ARTICLE
10
Dissolution
In the event of dissolution, either
voluntary or involuntary, assets shall be used to pay debts and liabilities of
the Corporation.
Any remaining assets shall be distributed
for one or more exempt purposes within the meaning of section 501(c)(3) of the
Internal Revenue Code, or the corresponding section of any future federal tax
code.
Upon dissolution of the corporation, any
assets remaining after payment of or provision for its debts and liabilities
shall, consistent with the purposes of the organization, be paid over to
charitable organizations exempt under the provisions of Section 501(c)(3) of
the U.S. Internal Revenue Code or corresponding provisions of subsequently
enacted federal law as determined by the members.
EXECUTED this _____ day of _________________,
2001 at Lovingston, Virginia.
______________________________
Incorporator
Diane
Lynn Williams Easley
P.O.
Box 21
North
Garden, VA 22959
Draft 6 -- 10-10-01