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NOTICE TO VIRGINIA RECYCLING ASSOCIATION MEMBERS

It has become necessary for the Virginia Recycling Association to make technical updates to our Articles of Incorporation to align them with our Bylaws

At its March meeting, the Board of Directors considered the proposed amendment, voted to present the amendment to VRA’s membership, and voted to recommend that the membership approve the amendment.  Click here to access the current Articles of Incorporation

 

Summary of changes:  The proposed amendment changes Sections 2 and 3 of Article IV of the Articles of Incorporation.  In Section 2, the amendment eliminates the specifics of how the first board of directors was elected and the specification of director term length (this is addressed in the bylaws, where it should be).  In Section 3, the specifics about the number of ex officio directors and their term lengths are eliminated (again, this is addressed in our bylaws). 

 The proposed amendment follows:

_________________________________________________________________________ 

ARTICLES OF AMENDMENT

OF

VIRGINIA RECYCLING ASSOCIATION

(A Virginia Non-Stock Corporation)

ARTICLE I

            The name of the Corporation is VIRGINIA RECYCLING ASSOCIATION.

ARTICLE II

            Pursuant to Section 13.1-888 of the Code of Virginia, Article IV of the Articles of Incorporation is amended as follows:     

                  Article IV, Section 1 shall remain unchanged.

                  Article IV, Section 2 shall be deleted and in its place the following shall be substituted: “The voting membership will elect Directors to sit on the Board of Directors in accordance with the provisions for such elections in the Bylaws.”

                  Article IV, Section 3 shall be deleted and in its stead the following shall be substituted: “The Board of Directors may appoint honorary, non-voting Board Members, in accordance with the provisions for such elections in the Bylaws.”

ARTICLE III

            This forgoing Amendment to the Articles of Incorporation was proposed by the Board of Directors by resolution adopted on March 13, 2018 and favorably recommended to the Members. The Members of the Corporation approved the forgoing Amendment to the Articles of Incorporation by greater than two-thirds (2/3) of the votes cast (______ votes in favor, ______ votes opposed) at a duly noticed meeting of the Members (which notice included a copy of the proposed Amendment) at which a quorum was present.  The voting members are a single voting group.

            No further amendments are made to the Articles of Incorporation.

            WITNESS the following signatures, made this _______ of _______________, 2018

 

                                                                              VIRGINIA RECYCLING ASSOCIATION

 

By: _______________________________    

                                                                                    Teresa Sweeney, President

 

            Teste:

             _______________________________

             Erica Carter, Secretary

_______________________________________________________________________

 

At least two-thirds of VRA’s members must vote to approve the amendment for it to be effective, so please take the time to give your support of the change by May 11, 2018.  Thanks for your attention to this matter.

You may cast your vote through this link:

https://www.surveymonkey.com/r/L7ZPTJ5.

Questions?  Contact Margaret Eldridge at margaret@vrareycles.org or 804-302-4231.