ARTICLES OF INCORPORATION OF WEAVER ATHLETIC ASSOCIATION

Article One

The name of the corporation is WEAVER ATHLETIC ASSOCIATION.

 

Article Two

The corporation is organized and shall be operated exclusively for the purposes of: providing safe, healthy youth sports activities; to give encouragement and quality instruction to young people in sports (including, but not limited to, baseball, basketball, and football) in cooperation with other recognized local, national or international associations; instilling appreciation of athletic competition in accordance with team concepts and the rules of the sport; and promoting and conducting amateur sports competition among young people, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954. In connection with the carrying out of any or all of its purposes, the corporation shall be possessed of, and may from time to time exercise, any and all powers conferred upon non-stock corporations by Section 13.1-204.1 of the Code of Virginia of 1950, as amended; but the corporation shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United states Internal Revenue Law) or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

 

Article Three

The corporation shall have no members or shareholders.

 

Article Four

The affairs of the corporation shall be managed by its Board of Directors. The number of Directors shall not exceed fifteen (15), and they shall be elected by the Directors then in office at the annual meeting of the Board of Directors as follows:

At the initial annual meeting eight (8) Directors shall be elected for a one (1) year term and seven (7) shall be elected for a two (2) year term. All Directors thereafter shall be elected for a two (2) year term. Directors shall be chosen by a majority vote of those Directors entitled to vote at the annual meeting.

Any vacancy occurring in the initial or subsequent Board of Directors caused by the removal or resignation of a Director prior to the expiration of his normal term shall be filled at the next meeting of the Board of Directors by majority vote of the remaining Directors. Any Director appointed to fill such a vacancy shall serve until the expiration of the term of the Director whose position he was appointed to fill. Two members of the same family or household may not serve on the Board of Directors simultaneously.

 

Article Five

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons and/or entities, except that the corporation is authorized to pay reasonable compensation for services rendered to it and to make payments and distributions in furtherance of the purposes set forth in the second article hereof.

No substantial part of the activities of the corporation shall be attempts to influence legislation by propaganda or otherwise and the corporation shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office, including (but not limited to) the publication or distribution, or both, of written or printed statements or the making of oral statements on behalf of or in opposition to any such candidate for public office.

The assets of the corporation are dedicated to the purposes expressed in the second article hereof. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation, as set forth in the second article hereof, to an organization, or organizations, organized and operated exclusively for charitable, educational, religious, or scientific purposes; or for the purpose of fostering amateur sports competition among young people, and qualifying as exempt organization, or organizations, under Section 501(c)(3) of the Internal Revenue Code of 1954, or a corresponding provision of any future United States revenue law, as the Board of Directors shall, in its sole discretion, determine.

Should any of the corporate assets not be disposed of as aforesaid, the Board of Directors shall, by petition filed with the Circuit Court of the County of Chesterfield, request that Court to dispose of such assets exclusively for the purposes enumerated herein to such organization or organizations as the Court shall determine are organized and operated exclusively for such purposes.

 

Article Six

The initial registered office is located in the City of Richmond. The initial registered agent and registered office shall be Bruce E. Arkema, Cantor Arkema, P.C., 823 East Main Street, 15th Floor, Post Office Box 561, Richmond, Virginia 23218-0561. Mr. Arkema is a member of the Virginia State Bar and a resident of the Commonwealth of Virginia.

 

Article Seven

The initial Board of Directors shall consist of fifteen (15) directors, and the names and addresses of the persons who are to serve as initial directors are:

Bruce E. Arkema 14200 Harburn Court Midlothian, Va. 23113		Tom Krahe 2001 Castlebridge Rd. Midlothian, Va. 23113
Jeff Blackburn 2012 Christendom Drive Midlothian, Va. 23113		Bill Osbourne 14525 Felbridge Way Midlothian, Va. 23113
Steve Blissert 3521 Crossings Way Midlothian, Va. 23113		Rick Popp 13230 Drakewood Road Midlothian, Va. 23113
Whit Day 14410 Kenmont Drive Midlothian, Va. 23113		Paul Powis 13001 Walton Bluff Circle Midlothian, Va. 23114
Roy "Chip" Gregory 13101 Queensgate Road Midlothian, Va. 23114		Doug Sbertoli 13671 Kingmill Road Midlothian, Va. 23113
Jon Hart 3615 Derby Ridge Way Midlothian, Va. 23113		Mike Strader 14300 Lander Road Midlothian, Va. 23113
Harley E. Joseph, Jr. 1801 Ethelred Court Midlothian, Va. 23113		Weegie Thompson 14501 Felbridge Way Midlothian, Va. 23113
George Yesbeck,Jr. 3004 Bosham Court Midlothian, Va. 23113

Article Eight

The corporation may indemnify each director, officer and agent against liabilities (including judgments and fines and reasonable attorney's fees, costs and expenses) incurred by him in connection with any actual or threatened action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (any of which is hereinafter referred to as a "proceeding"), to which he may be made a party by reason of his being or having been a director, officer or agent of the corporation, except in relation to any proceeding in which he has been adjudged liable because of willful misconduct, bad faith, or gross negligence involved in the conduct of his office, or in relation to any criminal proceeding in which he had reasonable cause to believe his conduct was unlawful (any of which behavior is hereinafter referred to as misfeasance), provided, however, that even if he is guilty of misfeasance he shall be entitled to such indemnification as shall be finally ordered by a court. In the event of the disposition of any proceeding in which no determination of misfeasance has been made, such indemnity shall be conditioned upon a prior determination that the director or officer acted in good faith and without misfeasance, and that such payments or obligations are reasonable. Such determinations shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such proceeding, or (ii) by independent legal counsel in a written opinion if such a quorum is not obtainable, or, even if obtainable, if a majority of disinterested directors so directs. Directors eligible to make any such determination or to refer any such determination to independent legal counsel must act with reasonable promptness when indemnification is sought by any director or officer.

Expenses incurred in defending any proceeding may be paid by the Corporation in advance of the final disposition of such proceeding, if authorized in the manner set forth in the preceding paragraph, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he is entitled to indemnification.

Every reference herein to director or officer shall include every director or officer or former director or officer of the corporation and, in all such cases, the heirs, executors, and administrators of such officer or director.

There shall be no liability for acts or omissions of any officer or director of the Corporation in any proceeding brought by or in the right of the Corporation, unless otherwise provided by the laws of the Commonwealth of Virginia, arising out of any single transaction, occurrence, or course of conduct pursuant to Section 13.1-870.1 of the Code of Virginia, as may be amended from the to time. However, pursuant to Section 13.1-870.1(C) of the Code of Virginia, the liability of an officer or Director shall not be limited as provided in this Article if the officer or Director engaged in willful misconduct or a knowing violation of criminal law.

The Corporation shall further indemnify each officer and director in any other manner permitted by law.

 

Given under my hand this 27th day of October, 2002.

Bruce E. Arkema, Incorporator