Free VA.-1.pmd - West Virginia

Natalie E. Tennant Secretary of State State Capitol Building 1900 Kanawha Blvd. East Charleston, WV 25305-0770 www.wvsos.com

Penney Barker, Manager Corporations Division Tel: (304) 558-8000 Fax: (304) 558-8381 Hours: 8:30 a.m. - 5:00 p.m. ET

INSTRUCTIONS FOR FILING ARTICLES OF VOLUNTARY ASSOCIATION
BEFORE you fill out the application: The association name you select will be approved only if it is available-- that is, if the name is not the same as and is distinguishable from any other name which has been reserved or filed. If you prepare association papers without applying for and receiving a name reservation, you do so at your own risk. A telephone check on availability of a name is NOT a guarantee.
You may apply for a name reservation in writing, accompanied by a $15 fee payable to the Secretary of State, mailed to the address shown above. Once approved, you are guaranteed exclusive use of the name for 120 days, enough time to prepare and submit the articles. If you plan to do business under any other name, other than the name on your certificate of association, you must register that trade name with the Secretary of State. Failure to do so could result in a fine or imprisonment.

FILLING OUT THE APPLICATION:
Section 1. Enter the exact name of the association. The name may not contain any word or phrase which implies that it is organized for any purposes other than those contained in these articles of association, and may not contain a word indicating it is incorporated. [W. Va. Code 47-9A-4, 31D-4-402, 31E-4-402] Section 1a. Section 2. If the association was formed in another State, list the State and the date that it was formed. The principal office may be located within West Virginia or another state. Be sure to give the mailing address, if different.

Section 3. Enter the name of a person or business as "agent of process" who can receive service of a summons or complaint, if you have one. If you change your agent of process, you must file the change in writing with Secretary of State (the fee is $15). Section 4. In a non-profit association, no part of the income or profit of the association may be distributed to members, directors or officers. In a for-profit association, the assets and profits of the association "belong to" the members, and can be distributed to them. Check the appropriate box.

Section 5. It is important to describe the purposes of the association clearly to insure you receive all the necessary information about registering with the required state agencies. Attach an extra page if needed. Section 6. List the full names and addresses of one or more of the people who organize the voluntary association.

Section 7. Enter the full names and addresses of at least two people who have the authority to sign documents for the association. These may be officers, owners or members of the association. Section 8. If any additional statement is required for the type of business the association will conduct, attach it and check the first box. If the association intends to apply for a license to sell alcoholic beverages, read the agreement that follows Section 8 and check the second box. Section 9. Enter the number of acres the company desires to hold in West Virginia. If your company holds more than 10,000 acres of land, you must submit a fee of 5¢ for each acre over 10,000. Section 10. At least one organizer or member must sign application.

Mail fee and articles to the address on the application.
FORM VA-1 Issued by the WV Secretary of State, State Capitol, Charleston, WV 25305 Revised 1/09

FILING YOUR BUSINESS REGISTRATION: To obtain your business license from the Tax Department, complete the Business Startup form. Enter the 5-digit control number (found in the text of your Certificate of Association) in #5K of Page 1. If you do not have the form, you may request it at (304) 558-3333, or toll-free within WV at (800) WVA-TAXS (800-982-8297). On the web at www.state.wv.us/ taxdiv you may download and print the form

DISSOLUTION: An association is a legal entity which can only be dissolved through formal action -- not by a letter or phone call. You remain liable for all taxes, assessments, fines, penalties and interest until you receive a certificate of dissolution from the Secretary of State. Contact us for more information. CHARITABLE REGISTRATION: If your company receives contributions, donations or grants, registration as a charitable organization may be required. Contact our office for more information or visit www.wvsos.com.

FILING FEE REQUIREMENTS
REGISTRATION FEE of $50 + Excess Acreage Fee = FILING FEE

Excess acreage fee

5 cents for each acre over 10,000

Natalie E. Tennant
Secretary of State State Capitol, W-139 1900 Kanawha Blvd. East Charleston, WV 25305-0770

Penney Barker, Manager
Corporations Division Tel: (304) 558-8000 Fax 304 558-8381 Hrs: 8:30 am - 5:00 pm ET

www.wvsos.com

APPLICATION FOR VOLUNTARY ASSOCIATION

FILE ONE ORIGINAL APPLICATION And one original copy of the declaration, articles or agreement of trust creating the association (opt'l for WV associations)

1. The name of the Voluntary Association shall be: 1A If the Association is formed under the laws of another state,list the State of its formation and the formation date:

2. The principal office address of the
association will be:

Street: City/State/Zip:

located in the County of: The mailing address of the voluntary association, if different, will be:

County: Street/Box: City/State/Zip:

3. The name and address of the
person to whom notice of process may be sent, if any, is:

Name: Street: City/State/Zip:

4. This voluntary association is organized as: (check one below)
NON-PROFIT FOR PROFIT

5. The purpose of the voluntary association is:

6. The name and address of one or more of the organizers of the association:

7. The names and addresses of the officers, owners or members of the voluntary association who have authority to
sign documents are (at least two must be listed):

FORM VA-1

Issued by the WV Secretary of State, State Capitol, Charleston, WV 25305

Revised 1/09

WEST VIRGINIA ARTICLES OF VOLUNTARY ASSOCIATION

Page 2

8. Attach any additional statement which may be required for the type of business to be conducted.
Check here if you have attached a separate additional statement. Check here acknowledging that the members of the association consent to recognition of the application by the laws of the State of West Virginia with respect to corporation to the voluntary association. Check here if the association will apply for a license to sell alcoholic beverages. The members agree to the following: The purpose of this restaurant and business establishment will be that of selling, servicing and disbursing alcoholic beverages, providing that a West Virginia Alcoholic Beverage Control Commission License is issued, and for the disbursing of food and foodstuffs from its kitchen facilities located on said premise and any and all other business activities pertinent to and being a common part of the general business of restaurants, bars, supper clubs and related businesses of this type. The aforesaid officers, herinabove stated, mutually convenant and agree that they join themselves together for a common business purpose and, as such association members and officers, they fully intend to perform all the duties and fuctions of their particular offices, and that by their subsequent signatures to their Agreement of Association, they do pledge themselves to join in a common effort for the promotion and financial success of this said restaurant business. Said officers further mutually covenant and agree that they shall not knowingly violate any law of the State of West Virginia and or the United States of America and that they shall operate said restaurant business establishment at all times in a lawful manner and in a clean and decent atmosphere. Said officers further mutually covenant and agree that they shall make a proper accounting of said business and meet their obligations in as responsible a business manner as is available to them, and that no officer nor member of this association shall, in any way, cause his or her interest to be sold or disposed of unless first offering his or her interest to be sold to other members of this association as their right of first refusal to purchase the same. This Agreement of Association is made and entered into by all members hereto as a joint venture and shall be treated as such until otherwise indicated. The members of this association by their signatures to this agreement, mutually covenant and state that they have read the foregoing agreement and consent to all the terms and conditions herein contained.

9.

The number of acres of land it holds or expects to hold in West Virginia is

10.

Signature and Contact Information a. Contact person to reach in case there is a problem with filing: _______________________________ Phone #_____________________

b. Print Name of person who is signing articles of association: _____________________________________

c. Signature of Organizer or Member: ___________________________________________________ Date: ________________________
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