Articles of Incorporation

 

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ARTICLES OF INCORPORATION
OF
LEESVILLE LAKE ASSOCIATION, INC.

    This is to certify that I, the undersigned, do hereby establish a nonstock corporation under the provisions of Chapter 2 of Title 13.1 of the Code of Virginia, and to that end set forth as follows:

 

I. CORPORATE NAME

    The name of the corporation (hereafter “the corporation”) shall be Leesville Lake Association, Inc.

 

II. PURPOSES

    The purposes for which said corporation is formed are as follows:

A.   The corporation is organized exclusively as a nonstock, non-profit exempt organization under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law) the objectives of which are to:

1.   Organize, conduct or support those projects, programs, studies and activities which (a) monitor and protect the water quality of Leesville Lake and its watersheds as well as activities which could affect such water quality, (b) assist in the clean-up of the waters in, and shorelines of, Leesville Lake, (c) assist in the safe recreational use of Leesville Lake, (d) assist the geographic area surrounding Leesville Lake in its development as, and work to improve its status as, a premier recreational and residential area, and (e) participate in and foster optimum water levels in Leesville Lake in conjunction with the Smith Mountain Pumped Storage Hydro Project, now and in the future.

2.   Educate and provide, directly or indirectly, instructions and information to individuals, educational institutions, public and private, and the general public concerning (a) results of all water quality monitor programs, (b) practices which will protect and maintain the environment and water quality in, and shorelines of, Leesville Lake and its watersheds, (c) the safe recreational use of the waters of Leesville Lake and its surrounding areas, (d) selected commercial and governmental activities which could affect the overall environmental conditions in the geographic area of Leesville Lake, and (e) how to foster optimum water levels in Leesville Lake in conjunction with the Smith Mountain Pumped Storage Hydro Project, now and for the future.

B.   The assets of the corporation shall be at all times dedicated to the purposes set out above, and no part of the net earning of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, 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 Section 501(c)(3) purposes. 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 any candidate for public office. Notwithstanding 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 corresponding provisions of any future United States Internal Revenue Law) or (2) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or corresponding provisions of any future United States Internal Revenue Law). The corporation may solicit and receive funds and property by gift, transfer, devise or bequest, and may administer and apply such funds and property only in the furtherance of the objectives set out above.

C.   Upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, transfer and convey all of the assets of the corporation to, and only to, one or more organizations as determined by the Board of Directors as having exclusively charitable religious, scientific or educational purposes and recognized as exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code, as amended, (or corresponding provisions of any future Internal Revenue Law). Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located by distribution to organizations that the Court determines are organized and operated exclusively for charitable, educational, religious, or scientific purposes as at the time shall qualify as an exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law).

 

III. CORPORATE POWERS

    To accomplish the purposes hereinbefore stated, the corporation is empowered to do any and all lawful things which may be necessary, useful, suitable or proper for the furtherance or accomplishment of the purposes and powers of the corporation, and shall exercise all powers possessed by Virginia corporations of similar character, including power to own, lease, contract for the purchase and sale of, and to mortgage or otherwise encumber, real and personal property.

 

IV. MEMBERS

    A.   Any person may become a member of this corporation upon written application, if such person subscribes to the purposes of this corporation, participates in its program and pays annual dues assessed by the Board of Directors.

B.   The members of the corporation shall elect the members of the Board of Directors for the following year at the annual meeting of the corporation. The procedure for nominating and electing directors, and for filling vacancies in unexpired terms, shall be as set forth in the bylaws.

C.   Membership in the corporation shall indicate a commitment on the part of the member to the purposes of the corporation and a willingness to work for its goals and shall confer no privilege other than the right to vote at the meetings of the members of the corporation as provided in the bylaws.

 

V. BOARD OF DIRECTORS

    A.   The Board of Directors shall govern the corporation through its duly appointed corporate officers and committees.

B.   The Board of Directors shall establish bylaws for the corporation.

C.   The Board of Directors shall consist of not less than five (5) members, nor more than twenty (20) members, as established from time to time by the bylaws. The initial Board of Directors shall consist of eleven members. Five of the initial directors shall serve a term of one year and six shall serve a term of two years. Thereafter, the Board of Directors shall be elected by the membership at the annual meeting of the corporation for a term of two years. Successor directors shall serve two years unless being elected to fill the unexpired term of a previous member. Only one person from each household membership in good standing (dues paid) is eligible to serve as a board member at any one time. The procedure for nominating and electing directors, and for filling vacancies in unexpired terms, shall be as set forth in the bylaws.

D.   The officers of the corporation as provided by the bylaws of the corporation shall be elected by the directors in the manner therein set out and shall serve until their successors are elected and have qualified.

 

VI. DURATION

    The duration of the corporation shall be perpetual.

 

VII. REGISTERED AGENT

    The address of the registered office is P. O. Box 209, 712 Main Street, Altavista, VA, 24517. The name of the registered agent is J. Johnson Eller, Jr., who is a member of the Virginia State Bar.

 

VIII. INITIAL BOARD OF DIRECTORS

    The initial Board of Directors shall be composed of eleven (11) persons whose names and addresses are:

 

One Year Term Two Year Terms
Gerry Caprario
500 Hines Chapel Road
Pittsville, VA 24139
Stan Goldsmith
6344 Bedford Highway
Lynch Station, VA 24571
Bill Morgan
653 Misty Mountain Road
Lynch Station, VA 24571
Sam Skillman
229 Indigo Run
Lynch Station, VA 24571
Butch Shaffer
9160 Tolers Ferry Road
Pittsville, VA 24139
Julia Moore
2195 Terrapin Creek Road
Lynch Station, VA 24571
Fred Tannehill
c/o Tri-County Marina
1261 Sunrise Loop
Lynch Station, VA 24571
Bill Wallace
1248 Runaway Bay Road
Lynch Station, VA 24571
Junior Tuck
1130 Alberts Way
Lynch Station, VA 24571
Richard Beaton
1311 Summersett Road
Gretna, VA 24557
Dennis Boley
P. O. Box 8 (St. Rt. 608)
Pittsville, VA 24139

 

    Given under my hand this 21st day of June, 2004.

 

________________________________

Sole Incorporator

J. Johnson Eller, Jr.

VSB # 12555

 

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