Pursuant to the Virginia Nonstock Corporation Act, Code of Virginia, Title 13.1, Chapter 10, the undersigned states as follows:


                           ARTICLE 1



     The name of the corporation is "Friends of Rockfish Watershed" (hereinafter FORW.)


                           ARTICLE 2



     FORW shall have one class of members, and each member shall have the right to vote on all appropriate corporate matters.


                           ARTICLE 3



     The number and qualifications of directors of FORW shall be specified by the Bylaws. Directors will be elected at an annual members' meeting to be established by the Bylaws.


                           ARTICLE 4

    Amendment of Articles; Code of Bylaws; Indemnification


Section 4.01 -- Amendment of Articles


     The members shall have the power to amend or repeal the Articles.


Section 4.02 -- Code of Bylaws


     The members of FORW shall have the power to make, alter, amend, or repeal FORW's Bylaws.


Section 4.03 -- Indemnification


     FORW shall indemnify a director or officer of FORW who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because the director or officer is or was a director or officer of FORW against reasonable expenses incurred by the director or officer in connection with the proceeding.


                           ARTICLE 5

                   Initial Registered Agent


     The name of FORW's initial registered agent is Diane Lynn Williams Easley, who is a resident of Virginia and an initial director of FORW.


                           ARTICLE 6

                       Registered Office


     FORW's initial registered office address, which is identical to the business office of the initial registered agent, is: P.O. Box 115, Lovingston, VA 22949. The registered office is physically located in Nelson County.


                           ARTICLE 7

             Initial Directors Names and Addresses


     The names and addresses of the persons who will serve as initial Directors are:


          Peter A. Agelasto, III (Rockfish River Forum Steering Committee)

              815 Cavalier Dr.

              Virginia Beach, VA 23451


          Ron Duddleston

              1951 Monocan Dr.

              Nellysford, VA 22958


          Diane Lynn Williams Easley, Chair

              P.O. Box 21

              North Garden, VA 22959


          Joan W. Habel

              P.O. Box 55

              Arrington, VA 22922


          Michael LaChance

              P.O. Box 298

              Lovingston, VA 22949


          Constantine "Conny" Roussos (Rockfish River Forum Steering Committee)

              245 Cabell Mt. Ln.

              Arrington, VA 22922


          Ginny Sonne-Peterson

              7767 Faber Rd.

              Faber, VA 22938


          Hughes C. Swain (Rockfish River Forum Steering Committee)

              5601 Rockfish Valley Hwy.

              Afton, VA 22920



                           ARTICLE 8

                      Purposes and Powers


Section 8.01 -- Purposes


     The specific purposes of this corporation shall be:


     (a)  To engage in any lawful purpose.


     (b)  To safeguard the health, scenic beauty, and cultural heritage of the Rockfish River watershed which includes both surface and ground waters.


Section 8.02 -- Powers


     The Corporation shall have the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, subject to any limitations or restrictions imposed by applicable law or these Articles.


                           ARTICLE 9

                   Limitations on Activities


     No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, other private persons, or individual, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Articles of Incorporation.

     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 provided in subsection (h)) of the Internal Revenue Code, as amended.

     The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

     The Corporation shall not carry on or engage in any other activities not permitted to be carried on or engaged in by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, as amended, or any corresponding section of any future tax code.


                          ARTICLE 10



     In the event of dissolution, either voluntary or involuntary, assets shall be used to pay debts and liabilities of the Corporation.

     Any remaining assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

     Upon dissolution of the corporation, any assets remaining after payment of or provision for its debts and liabilities shall, consistent with the purposes of the organization, be paid over to charitable organizations exempt under the provisions of Section 501(c)(3) of the U.S. Internal Revenue Code or corresponding provisions of subsequently enacted federal law as determined by the members.


EXECUTED this _____ day of _________________, 2001 at Lovingston, Virginia.






                                  Diane Lynn Williams Easley

                                  P.O. Box 21

                                  North Garden, VA 22959




Draft 6 -- 10-10-01