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On
this page you'll find the Articles
of incorporation of the
Cabell's Mill Community
Association.
Click
here
for the Covenants, Conditions and
Restrictions, here for the Articles of
Incorporation of the Cabell's Mill Community Association, here for the
Architectural Guidelines or
here for the policy resolutions.
Articles of Incorporation
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, set forth the
following:
1. NAME: The
name of the Corporation is
CABELL’S MILL COMMUNITY
ASSOCIATION.
2. PURPOSE
AND POWERS: This
corporation does not contemplate
pecuniary gain or profit to the
members thereof, and the specific
purposes for which it is formed
are to provide for maintenance,
preservation and architectural
control of residents lots and
common areas within that certain
tract of property located in
Fairfax County ,Virginia,
containing approximately 123.38225
acres, as more particularly
described in the Deed recorded in
Deed Books 5124 at page 194,
located among the land records of
Fairfax County, Virginia, and any
additions thereto as may hereafter
be brought within the jurisdiction
of this Association.
(a) To take title to and
hold, maintain, improve and
beautify, without profit to
itself, and for the use in common
with all the members of this
corporation or their families,
guests and invitees, such common
areas within aforesaid property as
may be from time to time conveyed
to it in fee simple or by deed of
easement; to enforce the
covenants, restrictions,
easements, reservations,
servitudes, profits, licenses,
conditions, agreements and liens
provided in the Declaration of
Covenants, Conditions and
Restrictions, as may be from time
to time recorded among the land
records of Fairfax County,
Virginia, in connection with said
property.
(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
aforesaid property and the owners
and inhabitants thereof, or deemed
advisable, proper or convenient
for the promotion of the peace,
health, comfort, safety or general
welfare of the owners and
inhabitants thereof.
(c) To
exercise all the powers and
privileges and to perform all the
duties and obligations of the
corporation as set forth in
aforesaid Declaration of
Covenants, Conditions and
Restrictions applicable to said
property.
(d) To
fix, assess, levy, collect,
enforce payment by any lawful
means, and disburse all charges or
assessments created under and
pursuant to the terms of aforesaid
Declaration of Covenants,
Conditions and Restrictions.
(e) To
acquire by gift, purchase or
otherwise own, hold, improve,
build upon, operate, maintain,
convey, sell, lease, transfer,
dedicate or otherwise dispose of
real or personal property in
connection with the affairs of the
corporation.
(f) To
borrow money, pledge, mortgage,
deed in trust, or hypothecate any
or all of its real or personal
property as security for money
borrowed or debts incurred.
(g) To
have and to exercise any and all
powers, rights and privileges
which a corporation organized
under Chapter 2 of Title 13.1 of
the Code of Virginia by law may
now or hereafter have or exercise.
3. INTERNAL
AFFAIRS: Provisions
for 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 or
members of the corporation. The
corporation shall not pay
compensation to its members,
directors or officers in their
capacity as such, but the fact
that person is a member, director
or officer shall not disqualify
that person from receiving
compensation for the services
actually rendered to the
corporation at its request.
(b) The
following shall be members of the
corporation:
Every person or entity who
is a record owner of a fee or
undivided fee interest in any lot
which is subject by covenants of
record to assessment by the
corporation including contract
sellers, shall be members of the
corporation. The
foregoing is not intended to
include persons or entities who
hold an interest merely as
security for the performance of an
obligation. No
owner shall have more than one
membership for each lot owned. Membership
shall be appurtenant to and may
not be separated from ownership of
any lot which is subject to
assessment by the corporation. Ownership
of such lot shall be the sole
qualification for membership.
(c) Voting
rights: The
corporation shall have two classes
of voting membership:
Class A. Class
A members shall be all those
owners as defined in paragraph
3(b) with the exception of the
Class B embers. Class
A members shall be entitled to one
vote for each lot in which they
hold the interest required for
membership. When
more than one person holds such
interest in any lot, all such
persons shall be members. The
vote fro such lot may be exercised
as they among themselves
determine, but in no event shall
more than one vote be cast with
respect to any lot.
Class B. Class
B member shall be RICHMARR
CONSTRUCTION CORPORATION, a
Virginia
limited partnership, or its
successors or assigns. The
Class B member shall be entitled
to three (3) votes for each lot in
which it holds the interest
required for membership; provided,
however, that Class B membership
shall cease and be converted to
Class A on the happening of either
of the following events, whichever
occurs first:
(1) When
the total votes outstanding in the
Class A membership equal the total
votes outstanding in the Class B
membership, or
(2)
December 31, 1985
, or
(3) In
the event of annexation of
additional properties, Class B
membership shall be revived with
respect to those lots contained in
the annexed property; provided,
however, that this Class B
membership shall cease and be
converted to Class A membership on
the happening of either of the
following events, whichever occurs
first:
(i)
When the total votes outstanding
in the Class A membership in this
annexed property equal the total
votes outstanding in the Class B
membership in such annexed
property, or
(ii)
Four (4) years from the date of
recordation of the Deed of
Dedication for such annexed
property.
(d) Only members of the
corporation shall have the right
to vote for the election of
directors at the annual meeting of
the corporation called for that
purpose.
4. DIRECTORS: The
management of the affairs of the
corporation shall be vested in the
directors. Only
members of the corporation, and
designees of Richmarr Construction
Corporation or its successors and
assigns, while it holds Class B
membership in the corporation
shall be eligible to act as
directors of the corporation. Except
fro the number of the initial
Board of Directors, the number of
Directors of subsequent Boards of
Directors shall be determined by
the Members of the Association in
accordance with the By-Laws of the
corporation. The
first election of directors by the
members of the corporation shall
be held at the annual meeting of
the members in
Fairfax
,
Virginia
.
At the first annual meeting
of the members, the Board of
Directors shall be divided into
three (3) classes of membership,
as near equal in number as
possible, with the term of office
of one class expiring each year,
and directors of the first class
shall be elected for three (3)
years; directors of the second
class shall be elected for two (2)
years; and directors of the third
class shall be elected for one (1)
year. Thereafter,
at each annual meeting of the
members, the successors to the
class of directors, whose terms
shall then expire, shall be
elected for a term of three (3)
years. Any
vacancy occurring in that 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 so previously 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. REGISTERED
OFFICE: The
post office address of the initial
registered office of the
corporation is
9401 Lee Highway, Suite 403
,
Fairfax
,
Virginia
, in the
County
of
Fairfax
.
The name of the
corporations initial registered
agent is Russell S. Rosenberger,
Jr., who is a resident of the
State of
Virginia
, a member of the Virginia State
Bar, and whose business office is
the same as the registered office
of the corporation.
6. INITIAL
BOARD OF DIRECTORS: The
number of directors constituting
the initial Board of Directors is
three (3) who shall serve until
the annual meeting of the members
of the corporation in 1981. The
names and addresses of the persons
who are to serve as the initial
directors are as follows:
| NAME |
ADDRESS |
| Richard
A. Kirstein |
1100-17th
Street, N.W.
Washington
,
D.C. |
| Marvin
L. Kay |
110-17th
Street, N.W.
Washington
,
D.C. |
| Leonard
I. Abel |
1100-17th
Street, N.
W.
Washington
,
D.C. |
7. LIABILITES:
The highest amount of indebtedness
or liability, direct or direct or
contingent, to which this
corporation may be subject at any
one time shall not exceed
one-hundred-fifty percent (150%)
of the annual assessment of the
members while there is Class B
membership, and thereafter shall
not exceed one-hundred-fifty
percent (150%) of the
corporation’s income for the
previous fiscal year, provided
that additional amounts may be
authorized by the assent of
two-thirds (2/3) of the
membership.
8. AUTHORITY TO MORTGAGE: Any
mortgage by the corporation of the
Common Area conveyed to it in fee
simple or by deed of easement for
homeowner association purposes
shall have the assent of more than
two-thirds (2/3) of the entire
Class A membership, and more than
two-thirds (2/3) of the Class B
membership, if any.
9. AUHORITY
TO DEDICATE: The
corporation shall have the power
to dedicate, sell or transfer all
or any part of such area so
conveyed to it for community
association purpose to any public
agency, authority or utility for
such purposes and subject to such
conditions as may be agreed to by
the members. NO
such dedication or transfer shall
be effective unless approved by
members entitled to cast more than
two-thirds (2/3) of the votes of
the entire Class A membership and
more than two-thirds (2/3) of the
entire Class B membership, if any,
agreeing to such dedication, sale
or transfer.
10. DISSOLUTION: The
corporation may be dissolved with
the consent of more than
two-thirds (2/3) of the entire
Class A membership and more than
two-thirds (2/3) of the entire
Class B membership, if any. Upon
dissolution of the corporation,
the assets, both real and
personal, of the corporation shall
be dedicated to an appropriate
public agency to be devoted to the
purposes as nearly as practicable
the same as those to which they
were required to be devoted by the
corporation. In
the event that such dedication is
refused acceptance, such assets
shall be granted, conveyed and
assigned to any non-profit
corporation, association, trust,
or other organization to be
devoted to purposes and uses that
would most nearly reflect the
purposes and uses to which they
were required to be devoted by
this corporation.
11. MERGERS
AND CONSOLIDATIONS: To
the extent permitted by law, the
corporation may participate in
mergers and consolidations with
other non-profit corporations
organized for the same purposes,
provided that any such merger or
consolidation shall have the
assent of more than two-thirds
(2/3) of the entire Class A
membership and more than
two-thirds (2/3) of the Class B
membership, if any.
12. AMENDMENTS: Amendment
of these Articles shall require
the assent of more than two-thirds
(2/3) of the entire Class A
membership and more than
two-thirds (2/3) of the Class B
membership, if any, at a meeting
of members duly called for that
purpose.
13. FHA/VA
APPROVAL: As
long as there is a Class B
membership the following actions
will require the approval of the
Federal Housing Administration or
the Veterans Administration,
should these agencies by involved
herein: annexation
of additional properties, mergers
and consolidations, mortgaging of
Common Area, dedication of such
area, dissolution of the
corporation and amendment to these
Articles.
IN
WITNESS WHEREOF, for the purposes
of forming this Corporation under
the laws of the
Commonwealth
of
Virginia
, we, the undersigned,
constituting the incorporators of
this corporation, have executed
these Articles of Incorporation
this ___ day of _________, 1981.
COMMONWEALTH
OF
VIRGINIA
STATE
CORPORATION COMMISSION
AT
RICHMOND
,
September
30, 1981
The
accompanying articles having been
delivered to the State Corporation
Commission on behalf of
Cabell’s Mill Community
Association
And the
Commission having found that the
articles comply with the
requirements of law and that all
required fees have been paid, it
is
ORDERED that this
CERTIFICATE OF INCORPORATION
Be
issued, and that this order,
together with the articles, be
admitted to record in the office
of the Commission; and the
corporation have the authority
conferred on it by law in
accordance with the articles,
subject to the conditions and
restrictions imposed by law.
Upon the completion of such
recordation, this order an the
articles shall be forwarded for
recordation in the office of the
clerk of the Circuit Court,
Fairfax
County
STATE CORPORATION COMMISSION
By
_______________________________________
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