ARTICLES OF
INCORPORATION
OF
WASHINGTON PLAZA CLUSTER
ASSOCIATION
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 to that end act forth the following:
1.
The name of the corporation is to be WASHINGTON PLAZA CLUSTER
ASSOCIATION.
2.
The purpose or purposes for which the corporation is organized
are:
(a) To take title to, hold, maintain,
improve, and beautify, without profit to itself, for the use in common of all
the members thereof, their families, guests, and invitees, such parking areas,
streets, open spaces, paths, and other facilities, as from time to time may be
conveyed to it pursuant to a Deed of Dedication made by Palindrome Corporation
and recorded in the Clerk's Office of Fairfax County, Virginia, on March 25,
1965, in Deed Book 2431, page 319, to enforce the covenants, restrictions,
reservations, servitudes, profits, licenses, conditions, agreements, easements,
and liens provided in the Deed of Dedication to be enforced by the corporation,
and to assess, collect, and disburse the charges created under said Deed, all in
the manner set forth in, and subject to the provisions of, the said
Deed.
(b)
To do any and all lawful things and acts that the corporation may from
time to time, in its discretion, deem to be for the benefit of the property
shown within Washington Plaza Cluster on the plat attached to the Deed of
Dedication, or on any subsequent plat filed pursuant to Article III of
the said deed (hereinafter referred to
“the Property”) and the owners and inhabitants thereof or advisable, proper, or
convenient for the promotion of the peace, health, comfort, safety, or general
welfare of the owners and inhabitants thereof.
3.
Provisions for the regulation of 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
net earnings or assets of the corporation shall be distributed, upon dissolution
or otherwise, to any individual.
The corporation may pay compensation in reasonable amounts to its
members, directors, or officers, for services including
pensions.
(b)
The following shall be members of the corporation:
(1) Reston Va., Inc. (formerly Palindrome Corporation), a New
York corporation (which, together with any successor to all or substantially all
its business of developing the community of Reston, is referred to herein as the
Developer of Reston), and
(2) All persons owning of record any
dwelling unit on the Property (except a person taking title as security for the
payment of money or the performance of an obligation). No person (other than the
Developer of Reston) shall be a member of the corporation after he ceases to be
the owner of record of any dwelling unit on the Property.
The directors of the corporation may, after affording the member an opportunity to be heard, suspend any person from membership in the corporation during any period of time when there exists a violation of any of the provisions of the Deed of Dedication (including, but not limited to, the failure to make any payment to the corporation when due and payable under the terms of the Deed of Dedication) with respect to the dwelling unit he owns or when he is in violation of any rule or regulation adopted by the corporation with respect to the Property.
Each member of the corporation, by becoming
such, agrees that he shall be personally responsible for the payment of the
charges created under the Deed of Dedication with respect to the dwelling unit
he owns and for compliance by himself, his family, guests, and invitees, with
the provision of the said Deed and the rules and regulations adopted by the
corporation with respect to the Property.
The qualifications set forth herein for
membership in the corporation shall be the only qualifications for such
membership.
(c)
The members of the corporation shall have the right to vote for the
election and removal of directors.
Each member of the corporation shall have one vote, except
that:
(1)
Any person owning a multifamily dwelling and/or more than one dwelling
unit shall have the number of votes equal to the number of dwelling units
(including any contained in such a multi-family dwelling)
owned.
(2)
When any dwelling unit on the Property is owned of record in joint
tenancy or tenancy-in-common, or in any manner of joint or common ownership,
such owners shall collectively be entitled to only that number of votes to which
one person would be entitled were he the owner of such dwelling unit. Such vote shall be exercised only by the
unanimous action or consent of the owners of record of such dwelling unit who
are entitled to vote with respect thereto.
(3)
Only a member of the corporation (other than the Developer of Reston)
residing in the dwelling unit with respect to which he is entitled to vote,
shall have the right to vote.
(d) The directors may make such regulations as they deem advisable for any meeting of members, in regard to proof of membership in the corporation, evidence of the right to vote, the appointment and duties of inspectors of votes, and such other matters concerning the conduct of the meeting as they shall deem fit.
(e)
The corporation may contract with the Developer of Reston or with any
other person for the performance, as its agent, of any of the powers, duties, or
functions of the corporation which may be lawfully delegated by
it.
(f)
Subject to conditions and qualifications set forth in the Virginia
Non-Stock Corporation Act, the corporation shall indemnify any director or
officer, or former director or officer, or any person who may have served at its
request as a director or officer of another corporation in which it owns or
owned shares of capital stock or of which it is or was a creditor, and the
personal representatives of any of the foregoing, against any and all expenses,
including attorney's fees, judgments, and amounts paid in settlement (before or
after suit is commenced), actually and necessarily incurred by him in connection
with the defense or settlement of any claim, action, suit or proceeding in which he is made a
party, or is a party, or which may be asserted against him by reason of his
being or having been such a director or officer, or in connection with an appeal
therein, unless he, or his testator, or intestate shall be finally adjudged, in such action,
suit, or proceeding to be liable for negligence or misconduct in the performance
of duty. Such indemnification shall
be in addition to any other rights to which those indemnified may be entitled
under any law, by-law, agreement, vote of stockholders, or
otherwise.
4.
The management of the affairs of the corporation shall be vested in the
directors. Only members of the
corporation, their spouses, and designees of Reston Va., Inc. shall be eligible
to act as directors of the corporation.
The length of the initial term of each of the directors constituting the
initial Board of Directors is set forth in paragraph 6 below. The first election
of directors by the members of the corporation shall be held at the annual
meeting of the members in 1965. The
directors elected by the members at the first election of directors and
thereafter, shall be elected for a term of three years and until their respective
successors are elected. Any vacancy occurring in the initial or any subsequent
Board of Directors may be filled at any meeting of the Board of Directors by the
affirmative vote of a majority of the remaining directors, though less than a
quorum of the Board of Directors, or by a sole remaining director, and if not
previously so filled, shall be filled at the next succeeding meeting of members
of the corporation. Any director
elected to fill a vacancy shall serve as such until the expiration of the term
of the director, the vacancy in whose position he was elected to fill.
5.
The post office address of the initial registered office of the
corporation is 3976 Chain Bridge Road, Fairfax, Virginia. The name of the City or County in which
the initial registered office is located is the City of Fairfax, Virginia. The
name of the corporation's initial registered agent is E. A. Prichard, who if a
resident of the State of Virginia, a member of the Virginia State Bar, an
initial director of the corporation, and whose business office is the same as
the registered office of the corporation.
6.
The number of directors constituting the initial Board of Directors is
five and the names, addresses, and length of the initial term of the persons who
are to serve as the initial directors are:
Initial Term
(until the annual
meeting of members
Name
Address
held in:)
E. A. Prichard
Fairfax, Virginia
1965
Clenn W. Saunders,
Jr
Fairfax, Virginia
1966
James B.
Selonick
McLean, Virginia
1966
Joseph D.
Seubert
Reston, Virginia
1967
Jefferson S.
Smith
Bowie, Maryland
1967
[Note: This document was retyped from the original. Please advise the Secretary of the WPCA Board if any errors are found.]