This is to certify that we do hereby associate ourselves to establish a corporation, not organized for profit, in which no capital stock is required or to be issued, under and by virtue of Chapter 151, Code of Virginia and acts amendatory thereof, we do, by this our certificate, set forth as follows:
1. The name of the corporation shall be ARLINGTON-FAIRFAX CHAPTER, INCORPORATED, of the Izaak Walton League of America.
2. The location of this principal office in the State of Virginia is: Centreville, Fairfax County, Virginia.
3. The object and purposes for which this corporation is formed are
(a) To develop opportunities for the enjoyment of the great outdoors as an essential part of the character building and spiritual and physical development of our people; to encourage the protection and restoration of woods, wild flowers and wildlife; to safeguard the public health and conserve aquatic life by the elimination of pollution; to conserve our water resources, to discourage unwise drainage, and to promote measures for the proper control of streams; to practice and encourage good sportsmanship and appreciation of our woods, waters and wildlife; to promote sound conservation laws and their strict enforcement; to promote the dissemination of sound principles of conservation to the public and the teaching of conservation in the schools; to cooperate with all public officials, organizations and individuals interested in the protection, conservation and development of our natural resources; to restore and transmit to posterity the outdoor America of our ancestors.
(b) To acquire, hold, sell, assign, transfer, lease, mortgage or otherwise deal in and dispose of property, both real and personal, within the state of Virginia, provided that such action is to further directly or indirectly the purpose for which this corporation is organized.
(c) To enter into, make and perform contracts for any lawful purposes to carry out the provisions of the subdivisions hereof.
(d) To do all such acts as are necessary or convenient to attain the objects herein above set forth, to the same extent and as fully as any natural person could or might do, and as are not forbidden by law or by these articles of incorporation or the by-laws.
[4. And 5. Are being skipped as they listed the original officers and directors of the corporation and are not applicable to present times.]
6. The period for the duration of the corporation is unlimited.
7. The amount of real estate to which the corporation is limited is 1000 acres.
8. This corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statutes and all rights conferred upon the members herein are granted subject to this reservation.
9. (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether criminal, civil, administrative or investigative (including an action or suit by or in the right of the corporation to procure a judgment in its favor) for reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against judgments, fines, amounts paid in settlement, and expenses (including attorney's fees) actually and reasonably incurred by him or her in connection with such action, suit or proceeding except and excluding any claim, issue or matter as to which such person shall have been finally adjudged to be liable for his or her gross negligence or willful misconduct. Each such indemnity shall inure to the benefit of the heirs, executors and administrators of such person. The right to indemnify for expenses shall also apply to expenses of suits which are compromised or settled if the court having jurisdiction over the action shall approve such settlement.
(b) Any indemnity under subsection (a) above shall (unless authorized by a court) be made by the corporation only as authorized in the specific case upon a determination that the director or officer was not guilty of gross negligence or willful misconduct in the performance of his duty, and, in case of a settlement was, or if still to be made is, consistent with such indemnity and the best interest of the Corporation. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors and officers who are not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested officers and directors so determines, by independent legal counsel in a written opinion, or (iii) by the members of the Corporation. If the determination is to be made by the Board of Directors, it may rely, as to all questions of law, on the advice of independent counsel.
(c) Expenses incurred in defending an action, suit or proceeding, whether criminal, civil, administrative or investigative, may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by vote of the persons provided in subsection (b) above, 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 be indemnified by the Corporation as authorized in the section.
(d) The right of indemnification provided by this section shall not be exclusive of any other rights to which any director or officer may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, even as to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such director or officer under the provisions of this section.
(e) The Corporation may purchase and maintain at its sole expense insurance against all liabilities and losses it may sustain in consequence of the indemnification provided for in this section, in such amounts and on such terms and conditions as the Board of Directors may deem reasonable.
(f) For purposes of this section, any duly qualified and designated Range Officer and any duly designated Committee Chairperson who is or was serving is such capacity at the time of any incident which gives rise to a claim by said Range Officer or Committee Chairperson for indemnity by the Corporation, shall be deemed to be an officer of the Corporation and entitled to indemnity pursuant to this section.