Barcroft School and Civic League
Articles of Incorporation
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
THE BARCROFT SCHOOL AND CIVIC LEAGUE
(A VIRGINIA NONSTOCK CORPORATION)
One
The name of the corporation is:
THE BARCROFT SCHOOL AND CIVIC LEAGUE.
Two
The corporation shall have two classes of members, active members and honorary members.
Active Members. Any resident of the community of Barcroft, more than 18 years
of age, may be an active member of this league. Each active member shall be entitled to
vote at all meetings of the corporation.
Honorary Members. Upon recommendation of the Board of Directors and the affirmative
vote of two-thirds of the active members present and voting at any duly convened meeting of
the corporation, the league may elect honorary members. Honorary members shall be entitled
to participate in the deliberations of the corporation but shall not be entitled to vote
and shall not be subject to provisions relating to the payment of membership dues.
Three
The general management of the corporation shall be vested in the Board of Oirectors, which
will be composed of five members. The directors of the corporation are to be elected in
accordance with the provisions of the Bylaws of the corporation.
Four
The duration of the corporation shall be perpetual.
Five
The purpose of this corporation shall be to advance the civic welfare of the people resident
in the Barcroft community, as defined in the Bylaws of the corporation, and to acquire and
hold such real estate as may be necessary to carry out said purpose. The corporation may
collect dues from its members to carry out its stated purposes in accordance with the provisions
of the Bylaws of the corporation. The corporation shall also engage in any lawful purpose
authorized by the Code of Virginia for nonstock corporations.
Six
No director or officer of the corporation shall be liable to the corporation or its members
for monetary damages for breach of such person's common law or statutory duties, except for
liability for acts or omissions which involve willful misconduct or knowing violation of the
criminal law. Any person (and the heirs, executors, administrators and estates of any such
person) who at any time shall serve, or shall have served, as a director or officer of the
corporation or of any other enterprise at the request of the corporation, shall be indemnified
by the corporation in accordance with and to the fullest extent authorized by the Virginia
Nonstock Corporation Law as it may exist from time to time. The corporation shall advance to
any such person the expenses (including attorneys' fees) of obtaining such indemnification or
of defending against any action or proceeding against such person. Any person (and the heirs,
executors, administrators and estates of any such person) who at any time shall serve, or shall
have served, as an employee or an agent of the corporation, or of any other enterprise at the
request of the corporation, may be similarly indemnified, and may have expenses similarly
advanced, at the discretion of the Board of Directors of the corporation.
Seven
The provisions for the regulation of the internal affairs of the corporation are set forth in
the Bylaws of the corporation.
Dated: May 2, 1991
Signed:
Randolph A. Swart
President
This page was last revised on: September 13, 2000.
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