Civic Association of Hollin Hills

Articles of Incorporation – Consolidated, Filed Draft

CONSOLIDATED TEXT – Based on 1961 Articles of Incorporation Amended in 1963, Amended and Restated in 1964, Amended in 1969, Amended in 1991

WE, THE UNDERSIGNED, for the purpose of forming a non-stock corporation pursuant to the Virginia Non-Stock Corporation Act, do hereby certify: 

FIRST: The name of the proposed corporation shall be “Civic Association of Hollin Hills,” hereinafter referred to as the Association. 

SECOND: The purposes for which the Association is formed are: 

1. To promote the common good and welfare of the people of the community of Hollin Hills, including the provision of swimming facilities for the community.

2. To acquire and pay for, on such terms and conditions as it may choose, the assets and properties of and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association, or corporation engaged in the same or similar or some of the same or similar activities and to indemnify any person or persons in connection with such acquisitions and assumptions.

3. To have one or more offices, to carry on all or any of its operations, and without restriction as to the amount to purchase or otherwise acquire, hold, own, mortgage, sell, convey, or otherwise dispose of real and personal property of every class and description. 

THIRD: In general, to have such powers and to carry on any activities necessary and convenient to the foregoing so far as these may be lawful under the laws of Virginia for a non-stock corporation and consistent with all of the provisions of these Articles of Incorporation and to do any or all of the things hereinbefore set forth to the same extent as natural persons might or could do. 

FOURTH: The Association shall be operated on a non-profit basis. In the event of dissolution of the Association, the assets shall not be distributed to the members but shall be transferred to another organization having the same general purposes as the Association. No part of the net earnings of the Association shall inure to the benefit of any member or individual. No substantial part of the activities of the Association shall consist of the carrying on of propaganda or otherwise attempting to influence legislation. The Association shall not participate in or intervene in any political campaign on behalf of any candidate for public office. 

FIFTH: The duration of the Association shall be perpetual. 

SIXTH: Membership in the Association shall be open to owners and resident tenants of houses in Sections 1 through 12, including Section 4, White Oaks, in Hollin Hills as described in the plat of Hollin Hills subdivision on file in the land records of Fairfax County, Virginia, subject to the payment of such fees and charges as may be prescribed in the by-laws or otherwise determined by the Association membership. Owners and resident tenants of areas contiguous to Hollin Hills may be admitted to membership on the vote of two-thirds of the members present at a special meeting called for this purpose. Where there is more than one owner or more than one resident tenant of a house, one membership shall be held jointly by such owners or by such tenants, as the case may be. A resident tenant shall be a tenant of a house who or whose immediate family lives therein, and who either has entered into a contract with the owner having a duration of one year or more or has lived in the eligible area for six months or more immediately preceding application for membership. 

SEVENTH: There shall be three classes of membership in the Association, as follows: 

1. Full membership, the holders of which shall be entitled to vote on all matters which may properly come before the membership. In addition, Full membership shall entitle the holder thereof to all the rights and privileges of other classes of membership in the Association. 

2. Civic membership, the holders of which shall be entitled to vote in the election of directors and officers; on alteration, amendment, repeal, or adoption of new Articles of Incorporation, or by-laws; on adoption of the Association’s budget; on any merger, consolidation, or dissolution of the Association, or on any sale, lease, exchange, mortgage, pledge, or other disposition of substantially all of the Association’s assets on all other matters which may properly come before the membership; provided, however, that holders of Civic membership alone shall not be entitled to vote on any matter which pertains to the use and management of the Association’s swimming facilities, even though such a matter might otherwise seem to fall within the language of this sentence. Civic membership alone shall not entitle the holder thereof to the use of the Association’s swimming facilities. 

3. Recreation membership, the holders of which shall be entitled to the use of the Association’s recreation facilities. The use of these facilities is the only privilege of membership to which a holder of Recreation membership alone shall be entitled. The holder of both a Civic and Recreation membership shall be entitled to vote on any matter which pertains to the use and management of the Association’s swimming facilities. 

EIGHTH: The power to alter, amend, or repeal the by-laws or adopt new by-laws shall be vested in the membership. The by-laws may contain any provisions for the regulation and management of the affairs of the Association not inconsistent with law or the Articles of Incorporation. 

NINTH: Each member of the Association in good standing shall be entitled to one vote on each matter on which his class of membership shall be entitled to vote. 

TENTH: The affairs of the Association shall be managed by a Board of Directors which shall consist of nine persons, subject to increase or decrease as the by-laws may from time to time hereafter provide, but in no event shall there be less than three directors. Directors of the Association shall be elected from among the members. 

Directors for each calendar year shall be selected at or prior to the annual membership meeting held in the previous calendar year in the following manner: At such membership meeting, the members of the Association in odd numbered years shall elect five and in even numbered years shall elect four directors to serve for the succeeding two calendar years and such directors shall be elected officers of the Association for two calendar years, as provided in Article ELEVEN  hereafter. Each director shall hold office for the term for which he or she is elected or designated and until his or her successor shall have been elected or designated. 

A director may be removed from office only by an affirmative vote of two-thirds of the members present in person or by proxy at a meeting called for such purpose. When it shall become necessary to fill any vacancy or vacancies on the Board due to death, resignation, or inability to perform the office, the remaining members of the Board may, by affirmative vote of a majority thereof, appoint a successor, who shall serve until an election at the next membership meeting to fill the unexpired term of the vacancy. 

ELEVENTH: All officers shall, subject to change as the bylaws may hereafter provide, consist of a President, Vice President, Treasurer, Membership Secretary, and Secretary, with seniority in that order. Officers shall be elected at the annual membership meeting to serve for the succeeding two calendar years. Each officer shall hold officer for the term for which he or she is elected and until his or her successor shall have been designated. All officers of the Association shall be directors and shall be elected in both capacities from among the Association members. The provisions of Article TEN governing removal of directors and filling of vacancies on the Board of Directors shall apply likewise to removal of officers and filling of vacancies in officer positions. The duties of officers shall be as prescribed in the bylaws.