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Restated Articles of Incorporation Of Lake Land'Or Property Owners
Association, Inc.
We hereby associate to form a non-stock corporation under the provisions of Chapter 2 of Title 13.1 of the Code of Virginia, and we, by this our Articles of Incorporation, set forth as follows:
The name of the Corporation is LAKE LAND'OR PROPERTY OWNERS ASSOCIATION, INC.
The purpose or purposes for which the Corporation is organized are as follows:
(1) To have an Association composed of property owners in the
development in Caroline County, Virginia, known as Lake Land'Or, Inc., and to
provide rules and regulations for the maintenance, upkeep, and enhancement of
the Association's property for the exclusive pleasure and recreation of the
members of the Association, in which Association no part of the net earnings
shall inure to the benefit of any member.
Approved
June 30, 1971
Filed
July 23, 1971
Amended December 17, 1974 Filed January 9, 1975
(2) To provide By-Laws for the operation of the Association, and
to improve, promote and protect all property transferred or deeded to the
Association for the benefit of the members of the Association and to adopt
rules for the improvement, promotion and protection of the members of the
Association and property owners in the development known as Lake Land'Or, Inc.
in Caroline County, Virginia.
Approved June 30, 1971 Filed July 23, 1971
(3) To exercise all the powers conferred by the laws of Virginia
upon non-stock corporations, it being hereby expressly provided that the
foregoing enumeration of purposes shall not be held to limit and restrict in
anyway such general powers.
Approved June 30, 1971 Filed July 23, 1971
The Corporation is to have members who are property owners of the Lake Land'Or, Inc. development in Caroline County, Virginia, whose applications for membership are accepted by the Corporation; the members will have the right to vote and other privileges of membership.
Approved June 30, 1971 Filed July 23, 1971
The Directors of the Corporation are to be elected by the vote of the members of the Corporation for terms of three years each.
Approved June 30, 1971 Filed July 23, 1971
The post office address of the initial registered office is 115 Court House Lane, Bowling Green, Virginia. The County in which the initial registered office is located is Caroline County, Virginia. The name of the initial registered agent is Edward Stehl, III, who is a resident of Virginia and a member of the Virginia State Bar, and whose business address is the same as the registered office of the Corporation.
Approved June 30, 1971 Filed July 23, 1971
The number of Directors constituting the initial Board of Directors is three (3) and are to serve for a term of three years. The names and addresses of the persons who are to serve as the initial Directors are:
Ralph C. Gibson, RFD #1, Box 141-B, Milford, Virginia
Edward Stehl, III, 115 Court House Lane, Bowling Green, Virginia
Helen B. Douglas, Box 278, Milford, Virginia
Approved June 30, 1971 Filed July 23, 1971
(1) Sole Voting power is vested in the individual active members
of the Corporation which voting power shall mature, vest, and commence at the
first Annual Meeting of such active members, and continue thereafter so long
as an individual member remains an active member.
Approved October 6, 1975 Filed November 10, 1975
(2) Each active member shall have one vote for each assessment of
annual dues. When a certificate
or membership in the Corporation is held in the name of more than one (1)
person or in the name of an association, partnership, corporation, or a
business enterprise, only one (1) vote may be cast by virtue thereof in any
election or upon any issue.
Approved October 6, 1975 Filed November 10, 1975
(3) In all elections for directors, every member, in person or by
proxy, may cast, in respect to each vacancy or open Board position, as many
votes as they are entitled to exercise under the provisions of the
Declaration, these Articles of Incorporation, or Bylaws.
The persons receiving the largest number of votes shall be elected.
Cumulative voting is not permitted.
Approved
October 6, 1975
Filed
November 10, 1975
Amended April 18, 1998 Filed June 25, 1998
(4) A member entitled to vote may vote in person or by proxy; in
addition and only in elections for directors, a member entitled to vote may
vote by mail.
Approved October 6, 1975 Filed November 10, 1975
(1) The Directors of the Corporation are forbidden to enter into
any contract, agreement, alliance, or relationship which contravenes state law
or jeopardizes the non-profit tax status of the Association.
Approved April 28, 2000 Filed July 24, 2000
(2) The Directors, acting on the interests of the Association,
may not purchase real estate or borrow money without the affirmative vote of a
majority of members at any meeting where a quorum of members is present in
person or by proxy.
Approved April 28, 2000 Filed July 24, 2000
(3) Prior to adoption of proposed changes to Bylaws, Building
Rules and Regulations, or General Rules and Regulations, the Directors shall:
(a) publish or distribute a copy of all changes, additions, and
deletions to all members, and
(b)
following said
distribution, hold a public meeting (or meetings as deemed necessary) for
review and comment by the members.
Approved April 28, 2000 Filed July 24, 2000
(4) The number of Directors shall be seven (7).
Approved April 28, 2000 Filed July 24, 2000