aaw logo CAPITAL AREA WOODTURNERS aaw logo
A Proud Chapter
of the AAW
Corporate Information
Article I II III IV V VI VII VIII IX X

Pursuant to the authority contained in the Virginia Nonstock Corporation Act, Section 13.1-801 et seq., VA. Code Ann., we hereby associate to form a nonprofit, nonstock corporation and file these Articles of Incorporation pursuant to the laws of the Commonwealth of Virginia.

ARTICLE I

NAME

            The name of the corporation is Capital Area Woodturners, Inc.

ARTICLE II

NONPROFIT, NONSTOCK CORPORATION

            The corporation is not organized for pecuniary profit.  It shall be a nonprofit, nonstock corporation, and no part of the corporations net earnings shall be paid or distributed to any director, officer, trustee, member or private individual, provided, however, the corporation may pay reasonable compensation for services rendered and may make payments, grants and distributions in furtherance of its purposes set forth below.

ARTICLE III

PURPOSE

            (A)       The corporation is organized exclusively for educational purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, and its mission is to educate woodturners, its members, and the public, in and about the art and craft of woodturning. This purpose will be accomplished by encouraging, providing, and facilitating the establishment of training programs for woodturners; by disseminating information about technique, safety, sources of material and equipment; by exposing the art of woodturning to the public; and by serving as a center of information about woodturning for members, schools, galleries, and other interested groups and the general public.

            (B)       The corporation is organized exclusively for the purposes set forth above, including, for such purposes, the making of distributions of funds or educational materials to similar organizations to the extent permitted by Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future Federal tax Code.)

            (C)       To further the purposes set forth herein, the corporation may engage in any lawful act or activity for which nonprofit, nonstock corporations may be organized under the laws of Virginia.  The corporation shall have all of the powers granted to corporations under the laws of the Commonwealth of Virginia.

            (D)       Notwithstanding any other provision of these articles, the corporation shall not carry on any activity nor exercise any power that is (1) not permitted or in furtherance of the exempt purposes of organization as set forth in the subsection of Section 501(c) of the Internal Revenue Code or any amendment or recodification thereof, under which the corporation may choose to qualify for exemption or (2) by a corporation, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code or any amendment or recodification thereof.

            (E)       No part of the activities of the corporation shall be devoted to the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

ARTICLE IV

BOARD OF DIRECTORS

            (A)       The affairs of the corporation shall be managed by a board of directors which shall consist of at least five (5) individuals who shall be elected as provided in the bylaws of the corporation.  The number of directors may be established and changed as provided in the bylaws of the corporation.

            (B)       The initial board of directors shall serve a term as set forth in the bylaws of the corporation and shall consist of seven individuals as follows:
Thomas Boley, 8316 Botsford Court, Springfield Virginia 22152
Manuel Fernandez, Jr. 7913 Hollington Place, Fairfax Station, VA 22039
Bob Reynolds, 7627 Mineral Spring Court, Springfield, VA 22153
Mike McInerney, 14526 Creek Branch Court, Centreville, VA 20120
Frank Stepanski, 1203 Washington Drive, Stafford, VA 22554-1902
C.A. Savoy, 1309 Gatewood Drive, Alexandria, VA 22307
James Marstall, 6213 Capella Avenue, Burke, VA 22021

            (C)       The board of directors shall serve such terms and have such powers and duties as set forth in the by-laws of the corporation.  Subsequent boards of directors shall be elected by the members of the corporation having voting rights as provided in the bylaws of the corporation.


ARTICLE V

MEMBERS

            Any person, firm or corporation engaged in woodturning, or interested therein, may become a member of the corporation as set forth in the bylaws of the corporation.  The corporation shall have at least one class of membership that pays dues and has voting rights as set forth in the bylaws of the corporation.  Additional classes of membership may be established in the bylaws of the corporation which shall specify their voting rights, if any.

 

ARTICLE VI

REGISTERED OFFICE AND REGISTERED AGENT

            The post office address of the initial registered office of the corporation is 8316 Botsford Court, Springfield Virginia 22152.  The name of the initial registered agent for the corporation is Thomas F. Boley, who is a resident of Virginia and a member of the initial board of directors of the corporation, and whose business address is identical with that of the initial registered office.

ARTICLE VII

INDEMNIFICATION

            The corporation may indemnify and advance expenses to any director, officer, committee member, employee or agent of the corporation for any liability or expenses incurred by that individual in good faith and in his official capacity to the maximum extent permitted by law.

ARTICLE VIII

DURATION

            The corporation shall exist perpetually unless at least two thirds (2/3) of the membership of the corporation having voting rights shall vote to terminate the corporation's existence.

ARTICLE IX

DISTRIBUTION IN THE EVENT OF TERMINATION

            In the event of the dissolution or termination of the corporation, no member, director, officer, or employee shall be entitled to any distribution or division of its remaining property or proceeds, and any balance of the corporation's property, received from any source, shall, after payment of all debts and obligations of the corporation, be distributed exclusively to one or more exempt organizations, to be used for educational purposes similar to those of the corporation, in accordance with the provisions of Section 501 (c) (3) of the Internal Revenue Code as the same now exists or may, from time to time, be amended.

ARTICLE X

RELATIONSHIP TO THE AMERICAN ASSOCIATION OF WOODTURNERS

            The Capital Area Woodturners, Inc., is an official chapter of the American Association of Woodturners, Inc., (AAW), a Section 501(c)(3) nonprofit educational organization.  The corporation will encourage its members to become members of AAW.  The AAW does not own or control the corporation.  The AAW, and its directors and officers, shall not be responsible for any debts, obligations, liabilities or encumbrances of the corporation.  The Capital Area Woodturners, Inc. shall not be responsible for any debts, obligations, liabilities or encumbrances of the AAW.  Neither the AAW nor the corporation shall have any legal liability or responsibility for accidents that occur during events of any kind sponsored by the other entity.

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