Lake Anna Civic Association

Restated Articles of Incorporation

Lake Anna Civic Association, Inc.

I. The name of the Corporation is Lake Anna Civic Association, Inc.

II. Its registered office in the Commonwealth of Virginia is located at P.O. Box 217, Lake Anna, Virginia 23117. The name and address of its registered agent is William S. Hayden, President of the Corporation, 6834 Lake Pointe Drive, Lake Anna, VA 23117-5008.

III. In keeping with the purposes set forth in the certificate of incorporation, the purposes of the Association are to further the preservation and conservation of Lake Anna and its watershed as a clean and beautiful resource, through education, advocacy and broad-based community involvement, and to further objectives included within or related to those set forth below. The Association is a not-for-profit, tax-exempt corporation created to engage exclusively in educational, scientific, investigative, literary, historical, philanthropic and charitable pursuits including, but not limited to, the following:

In keeping with the purposes set forth in the certificate of incorporation, the purposes of the Association are to further the preservation and conservation of Lake Anna and its watershed as a clean and beautiful resource, through education, advocacy and broad-based community involvement, and to further objectives included within or related to those set forth above.
To purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use or otherwise deal in and with machinery, equipment, furniture and furnishings, and all nature of tangible personal property or any interest therein, wherever situated.
To sell, convey, lease, exchange, transfer or otherwise dispose of; or create a security interest in, all or any of its tangible personal property, or any interest therein, wherever situated.
To purchase, receive, take by grant, gift, devise, bequest or otherwise, to lease, or otherwise acquire, own, hold, improve, employ, use or otherwise deal in and with real property and improvements, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of; or mortgage, all or any of its real property, or any interest therein, wherever situated.
To make contributions to other not-for-profit organizations whose purposes would enhance those of the Association.
To make contracts, give guarantees and incur liabilities, borrow money at such rates of interest as the Association may determine, and secure any of its obligations by mortgage or pledge of all or any of its property or any interest therein, wherever situated.
To lend money, invest and reinvest its funds, and to take and hold real and personal property as security for the payment of funds so loaned or invested.
To solicit, apply for and receive donations and grants from private and public sources, including individuals, public and private corporations and foundations and agencies and municipalities of local, state and federal governments, in order to accumulate sufficient funds to meet all expenses in connection with the aforesaid purposes.
Notwithstanding any other provision of these articles, the Association is organized exclusively for one or more of the following purposes: charitable, scientific, testing for public safety, or literary, as specified in section 501(c)(3) of the Internal Revenue Code of 1954, as amended, and shall not carry on any activities not permitted to be carried on by section 501(c)(3) of the Internal Revenue Code of 1954, as amended.
No substantial part of the activities of the Association shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code section 501(h)), or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office. However, nothing prevents the Association from advocacy with Local, State or Federal Authorities on issues relating to planning, zoning, ordinance, budgeting, emergency services, police or similar issues
In furtherance of its corporate purposes the Association shall have all general powers enumerated in section 202 of the Not-for-Profit Corporation Law.

Nothing herein shall authorize the Association to operate or maintain a library, museum or historical society.

IV. The Corporation is to have perpetual existence.

V. A meeting of the membership shall be held each year on a date and at a place determined by the Board of Directors.

VI. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute.

VII. The property, business and affairs of the corporation shall be managed and controlled by the Board of Directors. Directors are to be selected in the following manner:

The members within each Management Region (coinciding with the seven adjacent election districts in the three surrounding counties and the other District) shall elect a Regional Director, except for Region 6 which shall elect two Regional Directors, who shall serve as a member of the Board of Directors. The Regional Directors shall be elected for a two year term with elections held by June of odd/even years coinciding with the nine numbered regions. A Regional Director can not serve as an Officer of the Corporation or as a Committee Chair during his/her elected term.
At an annual or special meeting, the entire membership shall elect a President, Vice President, Secretary and Treasurer (or a Secretary/Treasurer if the offices are combined) to serve both in the elected office and as a member of the Board of Directors for a two year term. As a member of the Board of Directors, the President shall only vote in the event of a tie.
Removal of Officers and Regional Directors by the Board of Directors may be with or without cause. The membership shall be notified of the action and requested to replace within thirty (30) days of the vacancy. If the membership fails to take action within the thirty-day period, the vacancy shall be filled by the Board of Directors on an acting basis until the next election.

VIII: All persons over the age of eighteen (18) years who are supportive of the purposes of the Association shall be eligible for membership. There shall be such categories of membership as the Board shall establish. Changes in designated membership categories shall be announced in the Association’s newsletter or other mailing to the members. Only members may vote at the Association’s meetings. Any category of family membership may include up to two adults 18 years of age or older living in the household, each of who shall be considered to be a member for purposes of determining a quorum and voting however only one vote per household will be allowed.

The Board may designate a person as an honorary member in recognition of outstanding contributions to the Association. Honorary members may be excused from making an annual contribution.
All members shall make an annual contribution to the Association, or other assessment, as determined by the Board, in consultation with the Membership Committee. The Board shall adopt a policy for giving notice to members who do not make such a contribution or assessment on a timely basis and dropping such persons from the Association's membership roll.

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