| Articles of Amendment to the
Articles
of Incorporation of Reston Association
Pursuant to the provisions of Section 13.1 -235 et
seq. of the 1950 Code of Virginia, as amended,
the undersigned Corporation adopts the following
Articles of Amendment and restates its Articles of
Incorporation hereafter:
One
The name of the corporation is RESTON ASSOCIATION.
Two
The purposes of the Corporation
are as set forth in Article III.2 of the Deed of
Amendment, filed in the land records of the Clerk's
Office, Fairfax County, Commonwealth of Virginia,
in Deed Book TBD at page TBD, which is the most recent
amendment to the Deeds of Dedication of Reston. A
copy of the Deed of Amendment is attached hereto
as Exhibit A, incorporated herein by reference and
hereinafter referred to as the “Deed”.
Three
Provisions for regulating the internal affairs of
the Corporation are:
A. The Corporation is not organized for pecuniary
profit, nor shall it have any power to issue certificates
of stock or pay dividends, and no part of the earnings
or assets of the Corporation shall be distributed,
upon dissolution or otherwise, to any individual. The
Corporation may pay compensation for services rendered,
including retirement benefits, in reasonable amounts
to its Members, Directors, or Officers.
B. The Corporation shall have three Categories of
Members, Category A, Category B, and Category C, as
they and their qualifications and respective voting
rights are more fully set forth in the Deed.
C. The management of the affairs of the Corporation
shall be vested in the Board of Directors, except for
those powers reserved to the Design Review Board, and
the Members by the Deed. The Board of Directors may
delegate such powers or authority to other persons
or Committees as it deems appropriate for the proper
management of the Corporation.
D. The number, term, and manner of election of Directors
and Officers of the Corporation shall be as provided
in the Deed and the Bylaws. Director qualifications
and eligibility shall be as set forth in the Bylaws.
E. A Director shall be deemed to have resigned and
his membership on the Board of Directors shall be terminated
immediately on the occurrence of any one of the following
events: (1) conviction by a court of a crime involving
moral turpitude or of a breach of fiduciary duty toward
the Corporation; (2) failure to disclose a conflict
of interest pursuant to the Bylaws on any matter on
which he votes; (3) absence from three consecutive
meetings without sufficient cause; or (4) in the case
of failure to meet the Director qualifications and
eligibility requirement as set forth in the Bylaws.
F. Each Officer and Director of the Corporation, each
member of the DRB, Covenants Committee, Legal Committee,
and each member of any entity or other Committee established
in accordance with the Deed and the Bylaws, in consideration
of his services as such, shall be indemnified by the
Corporation (except for gross negligence or willful
misconduct) to the extent and in the cases permitted
by law against expenses and liabilities reasonably
incurred in connection with the defense of any action,
suit or proceeding, civil or criminal, to which he
may be a party by reason of being or having been a
Director or Officer of the Corporation or member of
an entity or other committee, or of the DRB, or Covenants
Committee, or Legal Committee. The foregoing right
of indemnification shall not be exclusive of any other
rights to which such person may be entitled by law,
agreement, vote of the Members, or otherwise.
Four
The names and addresses of the nine persons who comprise
the Board of Directors at the time of this amendment
are:
TBD
Five
All amendments to these Articles
of Incorporation shall require the approval of a
two-thirds vote of the Board of Directors at a meeting
in which a quorum is present and a two-thirds vote
of the Category A and B Members in a referendum,
pursuant to Deed Section III.4, in which at least
thirty percent of such Members participate. The voting
rights of Category A and B Members on amendments
to these Articles of Incorporation shall be as provided
in Section III.3 of the Deed. The referendum ballot
shall contain a copy of any proposed amendments. An action to challenge the validity
of an amendment adopted by the Association may not
be brought more than one year after the amendment is
effective. An amendment shall become effective
on the date when the State Corporation Commission of
Virginia issues a certificate of amendment.
TBD
Dated: TBD
RESTON ASSOCIATION
By: TBD
President
By: TBD
Secretary
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