AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
WATERFORD CIVIC ASSOCIATION, INC.
1. Name. The name of the Corporation is Waterford Civic Association, Inc. (the Association)
2. Members. The rights and qualifications of the voting members shall be specified in the Bylaws of the Association.
3. Board of Directors. The Association shall have a Board of Directors with the terms and other provisions relating to the Directors as set forth in the Bylaws.
4. Officers. The Officers of the Association shall consist of those specified in the Bylaws. Each officer shall be appointed by a majority vote of the Board of Directors.
5. Powers and Purposes. The purposes and powers of the Association are as follows:
(a) To do any and all things and acts that the Association, from time to time, in its discretion, may deem to be for the benefit of Waterford and the Members or advisable, proper or convenient for the promotion of the peace, health, comfort, safety or general welfare of the Members; and further, the Association shall have the powers, rights and privileges as an individual to conduct any and all business that an Association organized under the Virginia Nonstock Corporation Act may now or hereafter have or exercise and that is not required to be specifically set forth in these Articles; provided, however, that notwithstanding any other provisions of these Articles, the Association shall not carry on any activities not permitted to be carried on by a homeowners association exempt from federal income tax under Section 528 of the Internal Revenue Code of 1954, as amended, or the corresponding provision of any future Internal Revenue law.
(b) To set the amount and request voluntary payment from Members of regular and special assessments to provide resources for the Association to pay the expenses of the Association incident to the conduct of its business.
(c) The Association is not organized for profit, now shall it have any power to issue certificates of stock or pay dividends, and no part of the net earnings or assets of the Association shall inure to the benefit of or be distributed, upon dissolution or otherwise, to any member of the Association, director, officer or other natural person. The Association may enter into contracts with any person (including any member, officer, or director), and may pay compensation in reasonable amounts for services rendered.
6. Elimination of Liability of Directors and Officers and Indemnification.
(a) Elimination of Liability. In every instance permitted by the Virginia Nonstock Corporation Act, as it exists on the date hereof or may hereafter be amended, the liability of a director or officer of the Association to the Association or its members shall be eliminated.
(b) Indemnification of Directors and Officers. The Association shall indemnify any individual who is, was or is threatened to be made a party to a proceeding (including a proceeding by or in the right of the Association) because such individual is or was a director or officer of the Association or because such individual is or was serving the Association or any other legal entity in any capacity at the request of the Association while a director or officer of the Association against all liabilities and reasonable expenses incurred in the proceeding, to the maximum extent permitted by the Virginia Nonstock Corporation Act, except such liabilities and expenses as are incurred because of such individuals willful misconduct or knowing violation of the criminal law.
7. Duration. The duration of the corporation is perpetual.
Approved by the Members of the Association on November 5, 2000.
