This Non-Profit and Non-Stock corporation is formed under the provisions of Chapter 10, Title 13.1, et seq. of the Code.

FIRST: The name of this Corporation shall be the FRIENDS OF ARLINGTON PARKS.

SECOND: The Corporation will have members, as set forth in the Bylaws.

THIRD: Directors will be elected by the members.

FOURTH: The Initial Registered Office of the Corporation will be 3800 Nelly Custis Drive, Arlington, Arlington County. VA 22207-5138. The Initial Registered Agent of the Corporation, at that office, is Paul Gruber a resident of Virginia who is a Director of the Corporation.

FIFTH: The Initial Directors of the Corporation are as follows:

  • Paul Gruber
  • Bill Thomas
  • Marian Cooley
  • Terry Hillerich
  • Frances McComb
  • Sarah Meservey
  • Jean Myers
  • Susan Quinn
  • Erik Toft
  • Elena Toft

    SIXTH: This Corporation is formed for educational and scientific purposes, for the acquisition and preservation of public parkland in Arlington County, with special emphasis on protection of natural areas and wildlife conservation; to work for a balanced park system that includes adequate public parks for passive as well as active recreation; to educate the citizens of Arlington on the need for additional passive recreational space; to support adequate funding for public parks and to support park-related activities including interpretive park programs and park improvement and beautification; to benefit the public interests, and it is formed exclusively for charitable, educational, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, of the U.S. or the corresponding section of any future federal tax code.

    SEVENTH: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Sixth hereof. No substantial part of the activities of the corporation shall be 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 or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

    EIGHTH: Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

    NINTH: The internal affairs of the Corporation shall be governed by the Bylaws as established and adopted by the initial Directors. The Corporation shall have the right to provide indemnification to Trustees, Directors, Officers, Employees and Agents in accordance with 13.1-875, et seq.

    June 11, 2001