ARTICLES OF INCORPORATION
OF
CEDAR PARK GROVE ASSOCIATION
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This is to certify that we, the undersigned incorporators hereby associate to establish a nonstock corporation under the provisions and subject to the Virginia Nonstock Corporation Act, Chapter 2, Title 13.1, Code of Virginia, (1950) as amended, and to that end we set forth the following:
1. The name of the corporation is to be CEDAR PARK GROVE ASSOCIATION.
2. The purposes for which the corporation is organized are:
a) To acquire by lease, or gift, or purchase, land in Fairfax County, Virginia.
b) To maintain the lands of the corporation as private streets, walks and parks for the benefit of the residents of the subdivision in Fairfax County, Virginia, known as CEDAR PARK GROVE ASSOCIATION.
c) To lease portions of the lands of the corporation, if the Board of Directors so determine, to other non-profit corporations, all of whose members are residents of the subdivision known as CEDAR PARK GROVE ASSOCIATION, for the purpose of erecting and maintaining streets, walks, parks, swimming pools, tennis courts and other recreational or community facilities.
d) To promote the common good and welfare of the residents of the subdivision known as CEDAR PARK GROVE ASSOCIATION.
e) To sell, subdivide, utilize, build, mortgage and deal with the land in any way that is beneficial to the said subdivision.
f) In general, to have such powers and to carry on any activities necessary and convenient to the foregoing so far as these may be lawful under the laws of Virginia for a nonstock corporation and consistent with all of the provisions of these Articles of Incorporation.
3. The corporation shall have one class of members; all lot owners of the subdivision known as CEDAR PARK GROVE ASSOCIATION shall be eligible for membership and membership shall be limited to owners of lots in the said subdivision. Each member shall be entitled to one vote, and any member owning more than one lot shall be entitled to one vote for each lot owned. In the event that ownership of a lot in the said subdivision is held in more than one name, the owners shall decide among themselves who shall exercise the membership vote for that lot and shall so notify the secretary of the corporation. There shall be no cumulative voting rights.
4. There shall be three (3) directors who shall be elected by a majority vote of the membership and who shall serve for a term of one (1) year, any change in the number of directors shall be made by amendment only to these Articles of Incorporation. Any vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. There shall be no ex officio directors.
5. The officers of the corporation shall consist of a President, Vice-President, and a Secretary-Treasurer who shall serve for a term of one (1) year and who shall be elected by the Board of Directors at their annual meetings.
6. The association shall be operated on a non-profit basis. In the event of dissolution of the association, the assets shall not be distributed to the members, but shall be transferred to another organization having the same general purposes as the association. No part of the net earnings of the association shall inure to the benefit of any member or individual. No substantial part of the activities of the association shall consist of the carrying on of propaganda or otherwise attempting to influence legislation. The association shall not participate in or intervene in any political campaign on behalf of any candidate for public office.
7. The address of the initial registered office of the corporation is 2014 North 16th Street, Arlington, in Arlington County, Virginia, and the name of the initial registered agent of the corporation is LeRoy E. Berg, a resident of the State of Virginia and an initial director of the corporation, whose business address is 2014 North 16th Street, Arlington, Virginia.
8. The number of directors constituting the initial Board of Directors is three (3). The names of the persons who are to serve as the initial directors are:
Name Address
LeRoy E. Berg 6907 Lupine Lane
McLean, Virginia
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Al G. Nolan 6910 Churchill Road
McLean, Virginia
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Harry Jagoda 6375 Cavalier Corridor
Falls Church, Virginia
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GIVEN under our hands this ____ day of October, 1968.
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LeRoy E. Berg
Al G. Nolan
Harry Jagoda
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STATE OF VIRGINIA
COUNTY OF ARLINGTON, to-wit:
I, _______________________, a Notary Public in and for the County and State aforesaid, whose commission expires on the ___ day of __________, 1971, do hereby certify that LeRoy E. Berg, Al G. Nolan and Harry Jagoda, whose names are signed to the foregoing writing bearing date on the ____ day of October , 1968, have acknowledged the same before me in my State and County aforesaid.
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GIVEN under my hand this ____ day of October, 1968.
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Notary Public
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ARTICLES OF AMENDMENT
OF
CEDAR PARK GROVE ASSOCIATION
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On March 4, 1969, in a meeting, the board of directors of the corporation found that the following proposed amendment and restatement of its articles of incorporation was in the best interests of the corporation and directed that it be submitted to a vote of the members having the right to vote on amendments.
1. The name of the corporation is to be CEDAR GROVE PARK ASSOCIATION.
2. The purposes for which the corporation is organized are:
a– This Association does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is formed are to provide for maintenance, preservation and architectural control of the residence Lots and Common Area and to promote the health, safety and welfare of the residents within the property and any additions thereto as may hereafter be brought within the jurisdiction of this Association for this purpose.
b– To exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain Declaration of Covenants, Conditions and Restrictions, hereinafter called "Declaration," applicants to the property and recorded or to be recorded in the Office of the Clerk of the Circuit Court of Fairfax County, Virginia and as the same may be amended from time to time as therein provided, said Declaration bring incorporated herein as if set forth at length.
c– To fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes and governmental charges levied or imposes against the property of the Association.
d– To acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association.
e– To borrow money, and with the assent of more than two-thirds (2/3) of each class of members mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred.
f– To dedicate, sell or transfer all or any part of the Common Area to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless an instrument has been signed by more than two-thirds (2/3) of each class of members, agreeing to such dedication, sale or transfer.
g– To participate in mergers and consolidations with other nonprofit corporations organized for the same purposes or annex additional residential property and Common Area, provided that any such merger, consolidations or annexation shall have the assent of more than two-thirds (2/3) of each class of members.
h– To have and to exercise any and all powers, rights, and privileges with a corporation organized under the Non‑Profit Corporation Law of the State of Virginia by law now or hereafter have or exercise.
3. Every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject by covenants of record to assessment by the Association, including contract sellers, shall be a member of the Association. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment by the Association.
4. The Association shall have two classes of voting membership:
a– CLASS A: Class A members shall be all Owners with the exception of the Declarant and shall be entitled to one vote for each Lot owned. When more than one person holds an interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any Lot.
b– CLASS B: The Class B member (s) shall be the Declarant (as defined in the Declaration), and shall be entitled to three (3) votes for each Lot owned. The Class B membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier:
1– when the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership, or
2– on January 1, 1972.
5. There shall be three (3) directors who shall be elected by a majority vote of the membership and who shall serve a term of one (1) year, and change in the number of directors shall be made only by amendment to these Articles of Incorporation. Any vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. There shall be no ex officio directors.
6. The officers of the corporation shall consist of a President, Vice‑President, and a Secretary‑Treasurer who shall serve for a term of one (1) year and who shall be elected by the Board of Directors at their annual meeting.
7. The Association shall be operated on a non‑profit basis. In the event of dissolution of the Association, the assets shall not be distributed to the members, but shall be transferred to another organization having the same purposes as the Association. No part of the net earnings of the Association shall inure to the benefit of any member or individual. No substantial part of the activities of the Association shall consist of the carrying on or propaganda or otherwise attempting to influence legislation. The Association shall not participate in or intervene in any political campaign on behalf of any candidate for public office.
8. The Association may be dissolved with the assent given in writing and signed by more than two-thirds (2/3) of each class of members. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any non-profit corporation, association, trust or other organization to be devoted to such similar purposes.
9. Amendment of these Articles shall require the assent of 75 percent (75%) of the entire membership.
10. As long as there is a Class B membership, the following actions will require the prior approval of the Federal Housing Administration or the Veterans Administration: annexation of additional properties, mergers and consolidations, mortgaging of Common Area, dedication of Common Area, dissolution and amendment of these Articles.
On March 5, 1969, not being less than twenty-five (25) days nor more than fifty (50) days before the meeting of the members to act upon the proposed amendment, written notice of the meeting was given personally or by mail to each member entitled to vote on the proposed amendment. The notice stated the place, day and hour of the meeting and the purpose or purposes for which it was called, and was accompanied by a copy of the proposed amendment.
On April 3, 1969, a quorum being present, a meeting of the members was held and the proposed amendment was adopted by receiving more than two‑thirds (2/3) of the votes entitled to be cast by members present or represented by proxy at the meeting.
GIVEN under our hands this 3rd day of April, 1969.
Harry Jagoda, President
Al G. Nolan, Secretary
