By-Laws of Seven Lakes Homeowners Association, Inc.

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ARTICLE I

Offices

The principle office of the corporation in the State of Virginia shall be located at 233 Garrisonville Road, Suite 204, in the county of Stafford.  The corporation may have such other offices, either within or without the state of Virginia, as the Board of Directors may designate or as the business of the corporation may require from time to time.

ARTICLE II

Members

Section 1.0. Membership shall consist of one class of membership as defined in Article III of the Articles of  Incorporation.

Section 2.0. Annual Meeting. The annual meeting of the membership shall be held during the month of March in each year. If the election of Directors shall not be held on the day designated herein for any annual meeting of the members, or at any adjournment hereof, the Board of Directors shall cause the election to be held at a special meeting for the members as soon thereafter as conveniently may be.

Section 3.0. Special Meetings. Special meetings of the members for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President as a result of a written petition signed by one third of the members of the corporation entitled to vote at the meeting and presented to the Board of Directors.  [06-18-98]

Section 4.0. Place of Meeting. The Board of Directors may designate any place within Stafford County, Virginia, unless otherwise prescribed by statute, as the place of meeting for any annual or regular meeting, or for any special meeting called by the Board of Directors. A waiver of notice signed by all members entitled to vote at a meeting may designate any place within the State of Virginia, unless otherwise prescribed by statute, as the place for holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Virginia.

Section 5.0. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or person calling the meeting, to each member of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered to the member at his address when deposited in the United States mail, addressed to the member at his address as it appears on the membership records of the corporation with postage thereon paid.

Section 6.0. Eligible Voters. Members as defined in Article IV of the Deed of Dedication, Agreement and Declaration of Covenants, Conditions and Restrictions shall be entitled to one (1) vote, if in good standing, and for which all assessments, interests, and penalties have been paid. No membership shall be entitled to more than one (1) vote, unless otherwise entitled to by the Articles of Incorporation or the Declaration of Covenants, Conditions and Restrictions. [3/22/96]

Section 6.1. Closing of Record Books or Fixing of Record Date. For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or in order to make a determination of members for any other proper purpose, the Board of Directors of the corporation may provide that the membership record books shall be closed for a stated period but not to exceed, in any case, thirty (30) days.  If the membership record books shall be closed for the purpose of determining members entitled to notice of or to vote at a meeting of membership, such books shall be closed at least ten (10) days immediately preceding such meeting.  In lieu of closing the membership record books, the Board of Directors may fix in advance a date as the record date for any such determination of membership, such date in any case to be not more than ten (10) days prior to the date on which particular action, requiring such determination of members taken.  When a determination of members entitled to vote at any meeting of members has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 7.0. Voting Lists. The officer or agent having charge of the membership record books for membership in the corporation shall make, at least fifteen (15) days before each meeting of members, a complete list of the members entitled to vote at such meeting.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting.  [6-18-98]

Section 8.0. Quorum. A quorum shall consist of at least (3) members of the Board of Directors for the Board meetings and 30% of the eligible voters, in person or by proxy, for the annual meeting. Any lawful business of the corporation may be conducted by such a quorum at any meeting for which due notice has been given. [reverted to original By-Law  for quorum of voters on 3-18-99]

Section 9.0. Proxy. At all meetings of members, a member may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation by the close of regularly scheduled business the last day prior to the meeting.

Section 10.0. Electronic/On-Line Voting.     Pursuant to VA State Law 13.1-847.1, the board may authorize voting submitted by electronic submission by the member or member’s proxy, provided that such electronic submission comply with any format authorized by the Board for such voting. [5/28/2015)

Section 11.0 Voting of Shares by Certain Holders. Votes in the name of another corporation may be voted by such officers, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine.

Votes held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such membership into his name.  Votes standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustees shall be entitled to vote memberships held by him without a transfer of such membership into his name.

Votes standing in the name of a receiver may be voted by such receiver, and votes held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to be  contained in an appropriate order of the court by which such receiver was appointed.

A member whose Lot(s) is pledged shall be entitled to vote until the Lot or Lots have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the membership so transferred.

Section 12.0. Informal Action by Members. Unless otherwise provided by law, any action required to be taken at a meeting of the members, or any other action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken shall be signed by all of the members entitled to vote with respect to the subject matter hereof.

ARTICLE III

Board of Directors

Section 1.0. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors who shall have power to:

(a) adopt and publish rules and regulations governing the use of the Community Facilities and Properties, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;

(b) suspend the voting rights and right to use of the Community Facilities and Properties of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association.  Such rights may also be suspended after notice and hearing, for a period not to exceed Sixty (60) days for infraction of published rules and regulations;

(c) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration of Covenants, Conditions and Restrictions;

(d) declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors;

(e) employ independent contractors or employees as they deem necessary, and to prescribe their duties.

(f) assess charges against a member for violations of SLHOA covenants, rules and regulations consistent with provisions of Section 55-513 B of the Virginia Property Owners Association Act. [2-8-01]

Section 1.1.Duties. It shall be the duty of the Board of Directors to:

(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one-forth of the members entitled to vote;

(b) supervise all officers, agents and employees of this Association, and see that their duties are properly performed;

(c) as more fully provided in the Declaration, to:

(1) establish a budget to fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of the special membership budget meeting;

(2) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each  annual assessment period; and,

(3) foreclose the lien against any property for which assessments are not paid within ninety (90) days after due date at the discretion of the Board of Directors. [6-18-98]

(d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not  an assessment has been paid.  A reasonable charge may be made by the Board of Directors for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;

(e) procure and maintain adequate liability and hazard insurance on property owned by the Association;

(f) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;

(g) cause the Community Facilities and Properties to be maintained.

Section 2.0. Number, Tenure and Qualifications. The number of Directors of the Corporation shall be five. The term of office  for all Directors shall be three (3) years and until their successors have been elected and qualified, except that of the Directors elected at the annual membership meeting in March, 1993, one shall serve one year, one shall serve two years and one shall serve three years, so that one or two Directors, as applicable, are elected each year thereafter for the full three year terms. The qualifications for a Director shall be that the Director is a property owner in Seven Lakes or is a general partner or is an officer, director or shareholder of the corporate general partner in The Ponds LOP. Limited Partnership a Virginia Limited Partnership, its successors, heirs or assigns. [12/14/92]

Section 2.1. Action Taken Without a Meeting. Notwithstanding Section 3.0 of this Article, the directors have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.

Section 2.2. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting subject to procedural rules adopted by the Board. Such rules shall not be established so as to exclude any member desiring to be a candidate or desiring to submit the name of a candidate from so doing. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less the number of vacancies that are to be filled. [6-18-98]

Section 2.3. Election. Election to the Board of Directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

Section 3.0. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this By-Law within three (3) days of the annual meeting of the members. After a minimum notice to the members of seven (7) days, three (3) additional regular meetings will be held within the months of June, September, and December, respectively. The meetings will be open to the membership as provided for in Section 5.1 of this Article.  [2-8-01]

Section 4.0. Special Meetings. Special Meetings of the Board may be called at the call of the President of the Association or as outlined in Section 5.0 of this Article. The President will exercise the authority to call a Special Meeting with less than seven (7) days notice only when an emergency situation requires or when a majority of the Board believes waiting the minimum time under Section 5.0 of this Article is not in the best interest of the Association. For the purposes of this section an emergency situation is defined to include any instance that action by the Board is needed to protect the assets of the Association or to assist the membership. When possible, the meetings will be open  to the membership as provided for in Section 5.1 of this Article. [2-8-01]

Section 5.0. Notice. Notice of any special meeting shall be given to the directors and the membership at least seven (7) days previously thereto by written notice delivered personally or mailed to each director and member at his home address, unless the President exercises the authority to call a Special Meeting with less than seven (7) days notice pursuant to Section 4.0 of this Article. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage prepaid. Any director may waive notice of any meeting.  The attendance at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. [2-8-01]

Section 5.l. Open Board of Directors Meetings. The purpose of the notice to the membership pursuant to Section 5.0 of this Article is to afford the membership the opportunity to attend Board meetings, to observe the proceedings of the Board, and to provide input to the board’s deliberative process when so requested by the Board. Nevertheless, the Board reserves the right to hold or go into Executive Sessions at the call of the President, thereby excluding the membership from the proceedings, when he deems it in the best interest of the Association for the Board to do so. Examples of issues which would require the Board to go into Executive Session include, but are not limited to: contracting, hiring, firing, foreclosure, and litigation decisions.

Section 6.0. Quorum. A majority of the number of directors fixed by Section 2.0 of this Article shall constitute a quorum for the transaction of business at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7.0. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8.0. Vacancies. Any vacancy occurring in the Board of Directors may be filled by vote of the majority of remaining directors even though all the remaining directors may constitute less than a quorum, and each person so elected shall be a director until a successor is elected by the members of the Association at the next Annual Meeting to serve out the unexpired portion of the term created by the vacancy.

Section 9.0. Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.

Section 10.0. Presumption of Assent. A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Section 11.0. Removal. Any Director may be removed from the Board, with or without cause, by a vote of a majority of the members of the Association.   A successor shall be selected in the same manner as other vacancies are filled under Section 8.0 of this Article. [6-18-98]

ARTICLE IV

Officers

Section 1.0.Number. The officers of the corporation shall be a Presidents, one or two Vice-Presidents, a Secretary, one or two Treasurers each of whom shall be elected by the Board of Directors. The office of Secretary and Treasurer may be filled by one person. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors.

Section 2.0. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.

Section 2.1. Term. The officers of this Association shall be elected annually by the Board of Directors and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise be disqualified to serve.

Section 3.0. Removal and Resignation. Any officer may be removed from office with or without cause by the Board.  Any officer may resign at any time giving written notice to the Board, the president or secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.0. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5.0. President. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general, supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the corporation whereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.  The President must be a property owner domiciled at Seven Lakes. [6-18-98]

Section 6.0. Vice-President. In the absence of the President or in event of his death, inability or refusal to act, the Vice- President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.  The Vice-President must be a property owner domiciled at Seven Lakes. [6-18-98]

Section 7.0. Secretary.  The Secretary shall: (a) keep the minutes of the members and of the Board of Directors meetings in one or more books provided for that purpose (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by Law (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized (d) keep a register of the post office address of each member which shall be furnished to the Secretary by such member (e) have general charge of the membership record books of the corporation and, (f) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 8.0. Treasurer. If required by the Board of Directors, the Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Association receive and give receipts for moneys due and payable to theAssociation from any source whatsoever, and deposit all such moneys in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with Article V of these By-Laws (b) be the chief officer responsible for preparation of an annual budget and a statement of income and expenditures to be presented to the membership at its annual meeting and, (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. [6-18-98]

ARTICLE V

Contracts, Loans, Checks and Deposits

Section 1.0. Contracts.  The Board of Directors may authorize any officer of officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to a specific instance.

Section 2.0. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors and a majority of the membership.  Such authority may be general or confined to specific instances. [6-18-98]

Section 3.0. Checks, Drafts, etc.   All checks, drafts, or 3 other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by the Treasurer and countersigned by the President, or Vice-President in his absence.  The above notwithstanding, the Board may delegate this signing authority to a third party financial manager for payment of association expenses approved in writing by the Treasurer or the President.  [5-11-00]

Section 4.0. Deposits.   All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such Federally insured banks, trust companies, or other depositories as the Treasurer, with the consent of the Board of Directors, may select. Funds will be separately deposited to another account to the extent that they exceed the amount insured by an instrumentality of the Federal government.

ARTICLE VI

Transfer of Membership

Section l.0. Certificates for Membership. [Deleted 6-18-98]

Section 2.0. Transfer of Membership. Transfer of membership in the corporation shall be made only on the membership record books of the corporation by the holder or record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney whereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation.  The person in whose name membership stands on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. [6-18-98]

ARTICLE VII

Committees

The Board of Directors shall appoint an Environmental Control Committee and an Architectural Review Committee, as provided in the Covenants, and a Nomination Committee, as provided in these By-Laws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purposes.

ARTICLE VIII

Books and Record

The books, records and papers of the Association shall at all times, during reasonable business hours be subject to inspection by any member, subject to the limitations contained in Section 55-510C of the Virginia Code. The Covenants, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.

ARTICLE IX

Assessments

As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the maximum rate of interest permitted on judgments under the Virginia Code, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs, and reasonable attorneys fees of any such action shall be added to the amount of such assessment. For the purpose of calculating interest under this Article, the date of delinquency shall be the due date. The annual maintenance assessment is paid quarterly with 1/4 of the assessment due on January 1, April 1, July 1, and October 1, respectively. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Community Facilities and Properties or abandonment of his Lot.

ARTICLE X

Fiscal Year

The fiscal year of the corporation shall begin on the first (1) day of January of each year and end on the thirty-first (31) day of December of such year.

ARTICLE XI

Consolidation or Dissolution

By operation of law, the Association may be merged or consolidated with another non-profit Association or Corporation in which its properties, rights and obligations may be transferred to another surviving or consolidated Association, or, alternatively, the properties, rights and obligations of another non-profit Association or corporation may, by operation of law be added to the properties, rights and obligations of the association as a surviving Corporation pursuant to a merger. The surviving or consolidated Association shall administer the covenants and restrictions as recorded for the existing properties and shall continue to administer the funds for the maintenance of Association properties, to include streets and roads. In the event of dissolution, no funds will inure to any member of the Association but shall be administered under an established trust until exhausted, to pay all debts, taxes and claims of the Association and for the maintenance and capital improvements of the then existing Association properties.

ARTICLE XII

Seal

The board of directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words, “Corporate Seal.”

ARTICLE XIII

Waiver of Notice

Unless otherwise provided by law, whenever any notice is required to be given to any member or Director of the corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIV

Amendments

Section 1.0.Amendments. These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted by a vote of a majority of the Board of Directors present in person or by proxy at any Regular Meeting called pursuant to Article III, Section 3.0 of these By-Laws, or at a Special Meeting called pursuant to Article III, Section 4.0 of these By-Laws.

Section 2.0. Petition. Amendments to these By-Laws may be proposed to the Board of Directors by a petition signed by members of the Association representing at least thirty percent (30 %) of the votes of the membership. Any amendment so proposed shall be made part of the agenda for the next regular or special meeting of the Board, provided notice requirements can be met.

Section 3.0. Adoption Procedure. Whether proposed by the Board or by petition of the membership, proposed modifications to these By-Laws will be considered by the Board in a meeting open to the membership of the Association, provided notice requirements can be met. The sponsor of the modification will provide an explanation and or rationale of the basis for the proposed modification and as to why the proposal is in the best interest of the Association and the membership. Reasonable time, as determined by the Board, will be provided for the membership to provide comment to the Board concerning whether the proposal should be adopted. When in the interest of orderly and timely proceedings it is deemed warranted, a member of the Board may call the question for a vote and open discussion by the Board may be had prior to its voting on the matter, absent non-consent to the vote at that time by a majority of the Board.

Section 4.0. Override Authority.   A vote by the Board, pursuant  to Section 3.0 of this Article, to alter, amend, or repeal and adopt new By-Laws may be overridden by a vote of two thirds (67%) of the members of the Association who must be present in person or by proxy at the meeting for said vote. The Board will call for such a vote by the membership when requested by thirty-three percent (33%) of the members of the Association. [6-18-98]

Section 5.0. Amendments to the Covenants. The Declaration of Covenants, Conditions and Restrictions may be amended by the membership of the Association under authority of Article XIII, Section 2 of the Covenants.

ARTICLE XV

Meetings of the Board of Directors and of the membership will be conducted according to Robert’s Rules of Order.  [added 5-11-00]

ARTICLE XVI

Definitions

Section 1.0. “Association” shall mean and refer to Seven Lakes Homeowners Association, Inc., its successor and assigns, and may be used interchangeably with the term ‘corporation.’

Section 2.0. “Properties” shall mean and refer to the certain  real property described in the Declaration of Covenants,  Conditions and Restrictions, and such additions thereto as may from hereafter be brought within the jurisdiction of the Association.

Section 3.0. “Community Facilities and Properties” shall mean all real property and appurtenances hereto owned by the Association and all easements to the Association for the common use and enjoyment of the Owners.

Section 4.0. “Lot” shall mean and refer to any plot of land shown upon the recorded subdivision of Seven Lakes with the exception of the Community Facilities and Properties.

Section 5.0. “Owner” shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation. Except as stated otherwise herein, the term ‘Owner’ shall not include a lessee or tenant of a residence.

Section 6.0. “Covenants” shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Seven Lakes Properties recorded in the Office of the Clerk of the Court, Stafford County, Virginia, in Deed Book 644, at Page 097, et seq., as amended.

Section 7.0. “Member” shall mean and refer to those persons entitled to membership as provided in the Covenants and Article III of the Articles of Incorporation.