1.                  The name of the Corporation immediately prior to this amendment and restatement of the Corporation’s articles of incorporation is the ASSOCIATION OF NORTH AMERICAN ROVER CLUBS. 

2.                  The restatement of the Corporation’s articles of incorporation contains new amendments. The text of the Corporation’s amended and restated articles of incorporation is contained in the Amended and Restated Articles of Incorporation of the ASSOCIATION OF NORTH AMERICAN ROVER CLUBS attached hereto as Exhibit A (the “Amended and Restated Articles”)

3.                  In accordance with Section 13.1-885 of the Virginia Nonstock Corporation Act, the Amended and Restated Articles were adopted at a meeting of the Corporation’s Board of Directors held on Friday, April 22, 2022 upon receiving the vote of at least two-thirds of the Directors in office.

4.                  Member action was not required for the approval of the Amended and Restated Articles because the Corporation has no members with voting rights.

ASSOCIATION OF NORTH AMERICAN ROVER CLUBS INC

(SCC ID NO.: 11364502/EIN 88-1393790)

By:                                                     

Name: Robert A. Steele

Title: Treasurer

Dated: ________________________

Exhibit A

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

ASSOCIATION of NORTH AMERICAN ROVER CLUBS INC

1.                  Name.  The name of the Corporation is the ASSOCIATION of NORTH AMERICAN CLUBS INC.

2.                  Purpose. 

(a)               The Corporation is organized and operated exclusively as a social club, which is an enthusiast based coalition of Land Rover clubs, and their members that are located in North America. It is intended to provide everyone willing to add perspective, lend their voice, or simply listen, within the meaning of Section 501(c)(7) of the Internal Revenue Code or the corresponding provision of any future United States federal tax law (the “Code”).

(b)        Said organization is organized exclusively for pleasure, recreation, and other similar purposes, including, for such purposes, the fellowship and personal contact of Land Rover vehicle owners and enthusiasts in North America. ANARC is a social club that qualifies as an exempt organization described under Section 501(c)(7) of the Internal Revenue Code, or corresponding section of any future federal tax code.

(c)       The Mission Statement and specific purposes of the Corporation are:  The Association of North American Rover Clubs is a broad coalition of Land Rover vehicle owner clubs, organizations, and individuals on the North American continent, committed to open communication and personal contact.  We seek to provide opportunities for experience and the enjoyment of our Land Rover vehicles in settings that foster fellowship.

3.                  Activities and Powers. 

(a)               The Corporation shall not be operated for profit purposes and the Corporation’s events, rally’s, social functions, and other forms of gathering shall be available to all members of the Club. The Corporation may engage only in activities that may be carried on by an organization exempt from federal income tax under Section 501(c)(7) of the Code.  To the extent consistent with Section 501(c)(7) of the Code, the Corporation may exercise any and all powers conferred upon nonstock corporations by Sections 13.1-826 and -827 of the Virginia Nonstock Corporation Act.

(b)               No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation (except as otherwise permitted by Section 501(h) of the Code).  The Corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

(c)               No part of the net earnings of the Corporation shall inure to the benefit of any director or officer of the Corporation or any person having a personal or private interest in the activities of the Corporation, except that the Corporation may pay reasonable compensation for services rendered and may make payments or distributions in furtherance of the purposes set forth in Article 2.

(d)               In the conduct of all aspects of its activities, the Corporation shall not discriminate on the grounds of race, color or religion.

4.                  Members.  The Corporation shall have an established membership of North American Land Rover clubs, their members, individuals, personal contacts and fellowship.  The qualifications, privileges and responsibilities of members shall be as provided in the bylaws of the Corporation (as amended from time to time, the “Bylaws”).  No member of the Corporation shall have voting rights.  All voting power, including without limitation the power to vote on amending these Articles of Incorporation, shall be vested in the Board of Directors. 

5.                  Directors. 

(a)               Unless the Bylaws provide otherwise, the number of Directors of the Corporation shall be nine (9).  The qualification of Directors shall be as set forth in the Bylaws.  The following individuals constitute the initial Board of Directors (the “Initial Directors”)

Name,

J. Michael McCaig, President, 

Dixon Kenner, Vice President,

Robert A. Steele, Treasurer,

Benjamin Allan Smith, Secretary,

Bruce Fowler, Director

John Kostuch, Director

Doug Crowther, Director

Craig Jones, Director

(b)               The term of office of each Initial Director shall expire on the date of the first biennial meeting of the Board of Directors and when each Initial Director’s successor is elected and qualifies.  Commencing on the date of the first biennial meeting of the Board of Directors, each Director shall be elected biennially by the incumbent Directors of the Corporation to a two-year term of office expiring at the next biennial meeting of the Board of Directors and when his or her successor is elected and qualifies.

(c)               If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of Directors, the power to fill such vacancy shall be vested exclusively in the Board of Directors and the Board of Directors may fill such vacancy (or, if the Directors remaining in office constitute fewer than a quorum of the Board of Directors, the Directors remaining in office may fill the vacancy by the affirmative vote of a majority of the Directors remaining in office).

6.                  Registered Office and Agent.  The registered office of the Corporation shall be 108 N. 1st Street, Richmond, Virginia 23219, in the City of Richmond. The registered agent shall be Registered Agents Inc, whose office address is 4445 Corporation Lane, Suite 264, Virginia Beach, VA 23462, in the City of Virginia Beach.

7.                  Dissolution.  Upon the dissolution of the Corporation and the winding up of its affairs, the assets of the Corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(7) of the Internal Revenue Code, or 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.

8.                  Indemnification.  (a)  Definitions.  As used in this Article:

“applicant” means the person seeking indemnification pursuant to this Article;

“expenses” includes counsel fees;

“liability” means the obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding;

“party” includes an individual who was, is, or is threatened to be made, a named defendant or respondent in a proceeding; and

“proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.

(b)               Limitation on Liability.  In any proceeding brought by or in the right of the Corporation or brought by or on behalf of the Corporation’s members, no Director or officer of the Corporation shall be liable to the Corporation for monetary damages with respect to any transaction, occurrence or course of conduct, whether prior to or subsequent to the effective date of this Article, except for liability resulting from such person’s having engaged in willful misconduct or a knowing violation of the criminal law.

(c)               Indemnification.  The Corporation shall indemnify (i) any person who is or was a party to any proceeding by reason of being or having been a Director or officer of the Corporation, or (ii) any Director or officer who is or was serving at the request of the Corporation as a director, officer, manager, employee, agent, trustee,  partner or officer of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred in connection with such proceeding unless the Director or officer engaged in willful misconduct or a knowing violation of the criminal law.  A person is considered to be serving an employee benefit plan at the Corporation’s request if the person’s duties to the Corporation also impose duties, or otherwise involve services, to the plan or to participants in or beneficiaries of the plan.  The Board of Directors, by a majority vote of disinterested Directors, may enter into a contract to indemnify any Director or officer in respect of any proceedings arising from any act or omission, whether occurring before or after the execution of such contract.

(d)               Applicability.  The provisions of this Article shall be applicable to all proceedings commenced after the adoption hereof, arising from any act or omission, whether occurring before or after such adoption.  No amendment or repeal of this Article shall have any effect on the rights provided under this Article with respect to any act or omission occurring prior to such amendment or repeal.  The Corporation shall promptly take all such actions, and make all such determinations, as shall be necessary or appropriate to comply with its obligation to make any indemnity under this Article and shall promptly pay or reimburse all reasonable expenses, including attorneys’ fees, incurred by any such Director or officer in connection with such actions and determinations or proceedings of any kind arising therefrom.

(e)               No Presumption.  The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the applicant did not meet the standard of conduct described in section (b) or (c) of this Article.

(f)                Determination.  Any indemnification under section (c) of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the applicant has met the applicable standard of conduct set forth in section (c) of this Article.  The determination shall be made:

(i)                 by the Board of Directors by a majority vote of a quorum consisting of Directors not at the time parties to the proceeding;

(ii)              if a quorum cannot be obtained under subsection (i) of this section, by majority vote of a committee duly designated by the Board of Directors (in which designation, Directors who are parties may participate), such committee consisting solely of two or more Directors not at the time parties to the proceeding; or

(iii)            by special legal counsel (A) selected by the Board of Directors or its committee in the manner prescribed in subsection (i) or (ii) of this section, or (B) if a quorum of the Board of Directors cannot be obtained under subsection (i) of this section and a committee cannot be designated under subsection (ii) of this section selected by majority vote of the full Board of Directors (in which selection, Directors who are parties may participate).

Any evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is appropriate, except that if the determination is made by special legal counsel, such evaluation as to reasonableness of expenses shall be made by those entitled under subsection (iii) of this section to select counsel.

(g)               Expenses.  The Corporation shall pay for or reimburse the reasonable expenses incurred by any applicant who is a party to a proceeding in advance of final disposition of the proceeding or the making of any determination under section (f) of this Article if the applicant furnishes the Corporation:

(i)                 a written statement of the applicant’s good faith belief that the applicant has met the standard of conduct described in section (c) of this Article; and

(ii)              a written undertaking, executed personally or on the applicant’s behalf, to repay the advance if it is ultimately determined that the applicant did not meet such standard of conduct.

The undertaking required by subsection (ii) above shall be an unlimited general obligation of the applicant but need not be secured and may be accepted without reference to financial ability to make repayment.  Authorizations of payments under this section shall be made by the persons specified in section (f) of this Article.

(h)               Contracts to Indemnify.  The Board of Directors is hereby empowered, by majority vote of a quorum consisting of disinterested Directors, to cause the Corporation to indemnify or to contract to indemnify any person not specified in section (c) of this Article who is, was or may become a party to any proceeding, by reason of being or having been an employee or agent of the Corporation, or serving or having served at the request of the Corporation as director, officer, manager, employee, agent, trustee or partner of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if that person were specified as one to whom indemnification is granted under section (c) of this Article.  The provisions of sections (c) through (g) of this Article shall be applicable to any indemnification provided pursuant to this section.

(i)                 Insurance.  The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, manager, employee, agent, trustee or partner of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by that person in any such capacity or arising from the person’s status as such, whether or not the Corporation would have power to indemnify against such liability under the provisions of this Article.

(j)                 References.  Every reference herein to directors, officers, managers, employees, agents, trustees or partners shall include former directors, officers, managers, employees, agents, trustees and partners and their respective heirs, executors and administrators. 

(k)               Nonexclusivity.  The indemnification hereby provided and provided hereafter pursuant to the power conferred by this Article on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Article.  Such rights shall not prevent or restrict the power of the Corporation to make or provide for any further indemnity, or provisions for determining entitlement to indemnity, pursuant to one or more indemnification agreements, bylaws, or other arrangements (including, without limitation, creation of trust funds or security interests funded by letters of credit or other means) approved by the Board of Directors (whether or not any of the Directors of the Corporation shall be a party to or beneficiary of any such agreements, bylaws or arrangements); provided, however, that any provision of such agreements, bylaws or other arrangements shall not be effective if and to the extent that it is determined to be contrary to this Article or applicable laws of the Commonwealth of Virginia.

(l)                 Severability.  Each provision of this Article shall be severable, and an adverse determination as to any such provision shall in no way affect the validity of any other provision.