Articles of Incorporation and Charter of Protect the Occoquan Watershed (ProtectOW)
Articles of Incorporation of the undersigned, a majority of whom are citizens of the United States, desiring to form a Non-Profit Corporation under the Non-Profit Corporation Law of Virginia, do hereby certify:
First: The name of the Corporation shall beProtect the Occoquan Watershed (ProtectOW).
Second: The place in this state where the principal office of the Corporation is to be located is the County of Fairfax.
Third: Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(4) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Fourth: The names and addresses of the persons who are the initial trustees of the corporation are as follows:
Donna McGrath, 7505 Morwood Trail, Clifton, VA 20124
Joe Scott, 12501 Yates Ford Road, Clifton, VA 20124
Hal Moore, 12840 Dunvegan Drive, Clifton, VA 20124
David Smith, 13014 Evans Ford Court, Clifton, VA 20124
Fifth: 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 Third 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)(4) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that aren't in furtherance of the purposes of this corporation.
Sixth: Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) or (c) 4 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.
Seventh: The Charter for Protect the Occoquan Watershed is as follows:
Protect the Occoquan Watershed (ProtectOW) is a broad-based citizens group, which was originally organizedunder the name of the Occoquan Watershed Coalition(OWC) on December 7, 1994 to support the preservation of the peace, quietude, and environmental sanctity of the Occoquan Watershed. The Watershed was created in 1982, with associated zoning restrictions, to protect the Occoquan Reservoir, which is a significant source of fresh water for Fairfax County.The Watershed boundaries include the area downzoned to Residential-Conservation (R-C) zoning status as part of Fairfax County’s creation of the Occoquan Watershed.
The Watershed serves as a natural water treatment system, providing high quality ecological habitat, while offering low-impact recreation. It supports lowdensity residential development as well as various public, semi-public, and agricultural uses. The Watershed also supports parks, streams, and reservoirs that are a significant regional asset.
ProtectOW is a non-sectarian, non-partisanbody organized for the purpose of uniting and facilitating the efforts of citizens, homeowner associations, and individual owners with the objective to provide improvedcommunication (letters, newsletters, web site, etc.), dialogue and influenceon major issues and matters of importance in this environmentally sensitiverural area.ProtectOW works with many organizations at the local, state, and national level. ProtectOW is incorporated under the laws of the Commonwealth of Virginia and is a 501 (c) 4 organization.
The original impetus for ProtectOW’s antecedent organization, the OWC, was the opposition to the construction of a multi-lane highway across Bull Run through the Occoquan Watershed and its R-C downzoned area in the early 1990s. The purpose of this large highway was to connect the Prince William Parkway with the Fairfax County Parkway. Since that successful effort in stopping that effort, the OWC and similar organizations have fought against large scale event centers that would create traffic problems. These event centers, which have included farm wineries and breweries, proposed bringing large scale businesses that would stress the water supplies, septic system absorption, violate agricultural and forestal districts, and increasetraffic loads within the community.
ProtectOW supports the Town of Clifton, the Clifton Betterment Association, and other small businesses within the town. The Town of Clifton is an appropriate location for more intensive commercial activities, as opposed to the R-C zoned areas. ProtectOW is not opposed to all commercial development or highway improvements in the R-C zoned areas. Small commercial developments in the watershed that do not create traffic, septic, rural landscape, or water quality impacts are probably appropriate. Road improvements to improve traffic, and making the road safer for pedestrians, bicyclists, and horses are would also be well-received.
Recognizing that many of the policies and laws that can negatively impact the Occoquan Watershed originate with the Commonwealth and federal governments, ProtectOW does not view its portfolio of concerns to rest exclusively with Fairfax County organizations. ProtectOW will establish relationships with entities at both a governmental and non-governmental level outside of Fairfax County.
Previous incarnations of Occoquan Watershed citizen groups have permitted individuals who are not residents of the Occoquan Watershed to participate in their governance. Unfortunately, this policy led to deviations from the traditional advocacy and support for issues of importance to the Occoquan Watershed community. In the future, membership in the OWC successor organization, ProtectOW, will be limited to those residing in the Watershed, which includes the town of Clifton.
The governing board of ProtectOW will consist initially of 5 to25 member trustees. This number may vary over time. They are selected based on contributions to through advocacy, time, and financial gifts. New governing board members must be approved by a majority of the existing board members, obtained by absentee, email, or in-person votes. Meetings of ProtectOW are open to residents of the Occoquan Watershed. Residents who are not residents of the Occoquan Watershed may be invited to ProtectOW meetings. Officers of ProtectOW will consist of Trustees, with additional officers as the Trustee members see fit.
The membership lists for trustees as well as those for the various subscription email lists and web sites will be maintained by a person designated as the Secretary, with at least one other person having access. The purpose is to ensure that the names, addresses, phone numbers, and emails of members are closely held. It is hoped that individuals agreeing to be “Trustees” will permit their names to be used on the website and correspondence to demonstrate that ProtectOW has a broader constituency than just five to ten people.
Any member of the board (“an applicant”) may purport to “speak for” ProtectOW so long as they give 24 hours’ notice to the other board members. In so doing, they must attract the support of a minimum of 5 members of the board through email, a phone call, or meeting. If there are no objections (referred to as “objectors”), then the action taken by the board member can be presumed to be the position of all trustees. The ProtectOW secretary can assist in distributing their proposed action or communication. However, trustees must respond within 24 hours if they object to the proposal.
An objector must obtain the support of more trustees than those obtained (minimum of five) by the applicant. The objector can secure this support by phone, email, or meeting. If there are more “objectors” than those supporting the “applicant”, then the applicant’s position is reversed and the original board member may not presumeto “speak for” ProtectOW. In such a situation, any statements made or published in an official or public setting may need to be modified. As with the initial proposal, those in favor and those opposed must respond within 24 hours for their viewpoints to be registered.
As a voluntary association, ProtectOW recognizes that individuals will have different amounts of time and money to support various efforts. Different individuals may have more passion for advocating certain issues than others. For example, some individuals may want to focus on environmental issues, while others may have a strength in zoning regulation advocacy. The goal is not to “restrict” any member’s activities based on the preferences of a single individual, but create a big tent. However, within the context of that big tent, advocacy using the name of ProtectOW should not conflict with the core values of the organization. These values are generally pro-environmental protection and against intensive commercial uses in the R-C zoned areas of Fairfax County, Virginia.
ProtectOW will maintain its website and issue (electronically) an annual newsletter at a minimum. More frequent communications to subscribing email lists, trustees, and Home Owner Associations (HOAs) are envisioned. ProtectOW will also maintain a Facebook site, as well as a mechanism for leaving voice mails and a postal address to receive mail. ProtectOW will maintain a list of Home Owner Associations within the Occoquan Watershed and their respective points of contact. ProtectOW will validate that list each year. The ProtectOW will file annual incorporation documents with the State Corporation Commission (SCC). Membership for trustee members is $20 per year, unless changed by the board. The purpose of this fee is to provide support for a web site, filing fees, and minimal communications.
Contact information for Protect the Occoquan Watershed (ProtectOW) is as follows:
Mail: Protect the Occoquan Watershed (ProtectOW), P.O. Box 161, Clifton, VA 20124
Phone: 703-831-7015
Email:
Website: ProtectOW.com
Facebook: Protect the Occoquan Watershed
In witness whereof, we have hereunto subscribed our names this First day of July 2017.
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Donna McGrathJoe ScottDavid SmithHal Moore