ARTICLES OF INCORPORATION
OF
LOUDOUN CLUB 12
THE UNDERSIGNED, for the purpose of forming a nonstock corporation pursuant to the Virginia Nonstock Corporation Act, VA CODE ANN. §§ 13.1-801 13.1-944 (the "Act"), hereby states as follow
First.
The name of the Corporation is Loudoun Club 12.
Second.
The Corporation shall have members.
Third.
At each annual meeting of the Board of Directors of the Corporation, the directors then in office shall elect directors, each director to hold term of as set forth in the Bylaws, or until his or her successor has been elected and qualified. The Board of Directors at a special meeting called to fill a vacancy may elect a director (or directors) to fill the vacancy (or vacancies) until the next annual meeting of the Board, or until the elected directors successor is elected and qualified.
Fourth.
A. The address of the initial registered office of the Corporation is P.O. Box 506 Leesburg, VA 20178. The registered office is located in the County of Loudoun.
B. The name of the initial registered agent of the Corporation at that office is Charles Langston, who is an initial director of the corporation and a resident of the Commonwealth of Virginia.
C. The names and addresses of the individuals who are to serve as the initial directors of the Corporation until the first annual meeting of the Board of Directors or until their successors are elected and qualify are as follows:
Charles Langston
Laura Bernstein
Stan Ikonen
Sandra Schoonmaker
Colette LaForest
Sally Schrade
Len Schrade
Fifth.
A. The Corporation is organized and shall be operated exclusively for the promotion of social welfare within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated and rulings made thereunder (the "Code"). The purposes for which the Corporation is formed is to provide a safe place where people recovering from alcoholism and drug addiction, and their families, can gather together for recovery meetings and mutual support. It will also be a place where people with active addictions can seek help.
B. In furtherance of such purposes, the Corporation may receive property by gift, devise or bequest, invest and reinvest the same, and apply the income and principal thereof, as the Board of Directors may determine from time to time, either directly or through contributions to any charitable organizations, exclusively to promote social welfare and engage in any lawful act or activity for which corporations may be organized under the Act.
C. In furtherance of its corporate purposes, the Corporation shall have all the general powers enumerated in § 13.1-826 and § 13.1-827 of the Act, as now in effect or as may be amended in the future, together with the power to solicit grants and contributions for such purposes.
D. Except as otherwise provided by law or in any Bylaws of the Corporation, the business of the Corporation shall be managed by and all powers of the Corporation shall be exercised by the Board of Directors of the Corporation.
Sixth.
A. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to any director or officer of the Corporation, or any other private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to or for the Corporation and to make payments and distributions in furtherance of the purposes set forth in Article FIFTH.
B. The Corporation shall not participate or intervene in, or publish or distribute any statements concerning, any political campaign on behalf of any candidate for public office.
C. The Corporation shall not engage in any excess benefit transaction within the meaning of section 4958 of the Code.
D. Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not, directly or indirectly, (i) carry on any activity that would prevent it from obtaining exemption from federal income taxation as an organization described in section 501(c)(3) of the Code or (ii) carry on any activity that would cause it to lose such exempt status.
E. The Corporation shall not accept any contributions from any governmental entity or instrumentality.
Seventh.
In the event of the dissolution or final liquidation of the Corporation, all of the remaining assets and property of the Corporation shall, after paying or making provision for the payment of all liabilities and obligations of the Corporation and for all necessary expenses of the Corporation, be distributed in the discretion of the Board of Directors to one or more organizations that are (i) organized and operated for purposes similar to those of the Corporation and exempt for taxation under section 501(c)(3) of the Code or (ii) organized and operated exclusively for charitable and/or educational purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Code. In no event shall any of such assets or property be distributed to any member, director or officer of the Corporation, or any private individual.
IN WITNESS THEREOF, the undersigned has executed these Articles of Incorporation this 8th day of August, 2006.
Charles Langston
Incorporator