|
|
|
ARTICLES OF INCORPORATION
|
 | To exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain Declaration of Covenants, Conditions and Restrictions, hereinafter called the "Declaration," recorded or to be recorded from time to time in the Office of the Clerk of the Circuit Court of Fairfax County, Virginia, and as the same may be amended from time to time as therein provided, said Declaration being incorporated herein as if set forth at length; |
| To fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration, to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association; |
| To acquire (by gift, purchase, or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property is connection with the affairs of the Association; |
| To borrow money, to mortgage, pledge, deed in trust. or hypothecate any and all of its real or personal property as security for money borrowed or debts incurred; and |
| To have and to exercise any and all powers, rights and privileges which a corporation organized under the Non-Stock Corporation Law of the Commonwealth of Virginia by law may now or hereafter have or exercise. |
ARTICLE V
MEMBERSHIP
Every person or entity who is a record owner of a fee or undivided fee interest in any lot which is subject by covenants of record to assessment by the Association, shall be a member of the Association. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. No owner shall have more than one membership. Membership shall be appurtenant to and may not be separated from ownership of any lot which is subject to assessment by the Association. Ownership of such Lot shall be the sole qualification for membership.
ARTICLE VI
VOTING RIGHTS
Association members shall be all those Owners as defined in Article 5. Members shall be entitled to one vote for each Lot is which they hold the interest required for membership by Article V. When more than one person holds such interest is any lot, all such persons shall be members. The vote for such lot shall be exercised as they among themselves determine, but in no so event shall more than one vote be cast with respect to any lot.
ARTICLE VII
BOARD OF DIRECTORS
The affairs of this Association shall be managed by a board of six (6) Directors, who must at all times during their term of service remain members of the Association (as defined by Article V) in "Good Standing." Such number can be changed only by amendment of the Articles of Incorporation. For purposes of this Article, "Good Standing" is defined to mean any Association member (as defined by Article V) whose assessments, special assessments, and other charges and fees (as defined by Article V of the "Declaration of Covenants, Conditions, and Restrictions" of the Association) are current and not in arrears (as defined by Article V of the "Declaration of Covenants, Conditions, and Restrictions" of the Association).
The names and addresses of the persons who are to act in the capacity of the initial board of Directors until the selection of their successors are:
| Elizabeth Svigals 1814 Abbey Oak Drive; Vienna, VA 22182-1903 |
| David J. Wardell 9702 Woodland Glen Court; Vienna, VA 22182-1938 |
| Julie Hoffman 1926 Batten Hollow Road; Vienna, VA 22182-1918 |
| Anne Schaffner 1815 Abbey Oak Drive; Vienna, VA 22182-1904 |
| James Nichols 1728 Abbey Oak Drive; Vienna, VA 22182-1901 |
| Anita Landry 9723 Cheddar Drive; Vienna, VA 22182-1925 |
The Directors shall serve terms of three years, dating from the date of the Association’s regularly scheduled annual meeting. Terms shall be staggered so that no more than two Directors are elected each year.
ARTICLE VIII
LIABILITIES
The total amount of indebtedness or liability which this Association may incur at any one time shall not exceed 150 percent (150%) of its income for the previous fiscal year, provided that additional amounts may be authorized at a duly held meeting at which a quorum is present by the assent of two-thirds (2/3) of the votes, in person or by proxy, entitled to be cast by the entire membership, and provided further that this Article shall not be construed to prohibit the Association from acquiring real property subject to encumbrances for the purpose of financing facilities located on the real property so acquired.
ARTICLE IX
ANNEXATION OF ADDITIONAL PROPERTIES
The Association may, at any time, annex additional areas and provide for maintenance, preservation and architectural control of residence lots, and so add to its membership under the provisions of Article V, provided that any such annexation may be authorized at a duly held meeting at which a quorum is present by the assent of more than two-thirds (2/3) of the votes, in person or by proxy, entitled to be cast by the entire membership.
ARTICLE X
AUTHORITY TO MORTGAGE
Any mortgage by the Association of the Common Area defined in the Declaration shall bare the assent at a duly held meeting at which a quorum is present of more than two-thirds (2/3) of the votes, in person or by proxy, entitled to be cast by the entire membership.
ARTICLE XI
AUTHORITY TO DEDICATE
The Association shall have the power to dedicate, sell, or transfer all or any part of the Common Area to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed to by the members and approved by Statute, providing such dedication, sale or transfer shall be approved by an affirmative vote at a duly held meting at which a quorum is present of more than two-thirds (2/3) of the votes, in person or by proxy, entitled to be cast by the entire membership.
ARTICLE XII
DISSOLUTION
The Association may be dissolved with the assent at a duly held meeting at which a quorum is present of more than two-thirds (2/3) of the votes, in person or by proxy, entitled to be cast by the entire membership. Upon dissolution of the Association, the assets, both real and personal of the Association, shall be dedicated to an appropriate public agency to be devoted to purposes and uses that would most nearly reflect the purposes and uses to which they were required to be devoted by the Association.
ARTICLE XIII
DURATION
The Corporation shall exist perpetually. Maintenance of the Association’s corporate status shall be an integral part of the Association’s responsibilities and ability to function, consistent with the Association’s "Declaration of Covenants, Conditions, and Restrictions."
ARTICLE XIV
AMENDMENTS
Amendment of these Articles shall require the assent at a duly held meeting at which a quorum is present of seventy-five percent (75%) of the votes, in person or by proxy, entitled to be cast by the entire membership.
IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the Commonwealth of Virginia, we, the undersigned, constituting the incorporators of this Association, have executed these Articles of incorporation this _______ day of _____________, 2003.
|
_______________________________ Elizabeth Svigals |
_______________________________ Anne Shaffner |
|
_______________________________ David J. Wardell |
_______________________________ James Nichols |
|
_______________________________ Julie Hoffman |
_______________________________ Anita Landry |
|
|
