ARTICLE 1. We, the undersigned, Charles A. Hobbs, whose post office address is 6308 Avalon Drive, Wood Acres, Maryland 20016; George T. Esherick, whose post office address is 5914 Ramsgate Road, Wood Acres, Maryland 20016; James A. Hawkins, whose post office address is 6110 Winnowed Road, Wood Acres, Maryland 20016; Frederic C. Towers, whose post office address is 5902 Cranston Road, Wood Acres, Maryland 20016; and Myrta Ellen Price, whose post office address is 6012 Wood Acres Drive, Wood Acres, Maryland 20016; each being at least twenty-one years of age, do hereby associate ourselves as incorporators with the intention of forming a corporation under and by virtue of the General Laws of the State of Maryland.
ARTICLE 2. The name of the corporation (which is hereinafter called the Corporation) shall be THE WOOD ACRES CITIZENS ASSOCIATION, INC.
ARTICLE 3. The purpose of the Corporation shall be to promote the welfare of the community of Wood Acres, the County of Montgomery, and the State of Maryland.
ARTICLE 4. The post office address of the principal office of the Corporation in this State is 5908 Ramsgate Rd., Bethesda, MD 20816 or as updated with the State of Maryland (Department ID # D00247734). The name and post office address of the resident agent of the Corporation in this State is Vanesa Teitelbaum, 5908 Ramsgate Rd., Bethesda, MD 20816 or as updated with the State of Maryland. Said resident agent is a citizen of this State and actually resides herein.
ARTICLE 5. The Corporation shall have all the powers necessary and proper to achieve its purpose, including but not limited to the following:
(a) To represent and speak for the community of Wood Acres before any legislative, executive, administrative, or judicial official or agency of the local, state or federal governments.
(b) To enforce by litigation or otherwise any enforceable covenants of record which may be attached to any lot in Wood Acres, and to exercise the covenant powers assigned to the Corporation by the Wood Acres Construction Corporation.
ARTICLE 6. The Corporation shall be a membership corporation and not a stock corporation, and shall not be authorized to issue capital stock. All persons twenty-one years of age or over residing within the subdivision of Wood Acres, as defined on the plot maps on file with Montgomery County, Maryland, shall automatically be Members of the Corporation, and only such persons shall be Members.
ARTICLE 7. The Members of the Corporation shall meet at least annually. Any Member who has paid the most recent dues assessment shall be a Member in good standing and only such Members shall be entitled to vote. A quorum for any meeting of the Members shall be as provided in the Bylaws, but not fewer than thirteen Members in good standing, including Directors. No meeting of the Members shall be valid unless notice has been given in accordance with the Bylaws, and unless a quorum is present.
ARTICLE 8. The number of Directors of the Corporation shall be not less than three nor more than eight. The Directors shall consist of the six elected officers of the Corporation (President, 1st Vice President (Communications), 2nd Vice President (Community Events), 3rd Vice President (Issues Management), Treasurer, and Secretary) and not more than two elected “at large” Directors. Directors - officers shall be elected at the annual meeting, and any member of the Corporation in good standing shall be eligible to be elected. Any director serving in a dual capacity as a committee member shall abstain from participation and voting on any matters at the Board level related to the committee. The names of the Director - officers who shall act until the first annual meeting or until their successors are duly chosen and qualified are Charles A. Hobbs, President; George T. Esherick, 1st Vice-President; James A. Hawkins, 2nd Vice President; Frederic C. Towers, Treasurer; and Myrta Ellen Price, Secretary.
ARTICLE 9. The initial Board of Directors shall adopt a code of Bylaws. Thereafter, the power to make, amend and repeal the Bylaws shall be vested in the Members.
ARTICLE 10. The Corporation shall be strictly nonpartisan. No part of the net income of the Corporation shall inure to the benefit of any Member or other individual. In the event of dissolution of the Corporation, any net assets shall be distributed to a non-profit organization designated by the Board of Directors.
ARTICLE 11. The duration of the Corporation shall be perpetual.
ARTICLE 12. These Articles may be amended as follows:
(a) The address of the principal office of the Corporation, and the name and address of the resident agent, may be amended by simple resolution of the Board of Directors.
(b) All other amendments shall be made by resolution of the Board of Directors ratified by two-thirds of the votes cast at a meeting of the Members. The notice of said meeting shall state the language of the proposed amendment.
(c) Upon approval of any amendment, the President shall cause a certified copy to be forwarded for recording to the Maryland Department of Assessments and Taxation, 301 West Preston Street, Baltimore, Maryland.
ARTICLE 13. These Articles shall become effective when accepted for filing by the State of Maryland. Authority for the formation of the Corporation was given in a referendum concluded September 17, 1963, in which ballots were distributed to approximately 810 eligible voters. Of the 475 ballots cast, 436 voted unqualifiedly to incorporate the Wood Acres Citizens Association, and 27 voted against.
IN WITNESS WHEREOF, we have signed these Articles of Incorporation this 9th day of October, 1963.
/s/ Charles A. Hobbs
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/s/ George T. Esherick
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/s/ James A. Hawkins
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/s/ Frederic C. Towers
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/s/ Myrta Ellen Price
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Revised: October 27, 2022
