- ARTICLE I – CORPORATION
- ARTICLE II – OFFICES
- ARTICLE III – MEMBERS
- ARTICLE IV – DIRECTORS
- ARTICLE V – OFFICERS
- ARTICLE VI – COMMITTEES
- ARTICLE VII – DUES
- ARTICLE VIII – MEETING OF MEMBERS
- ARTICLE IX – AMENDMENTS
ARTICLE I
CORPORATION
Section 1. Name
As described in the Articles of Incorporation, the name of the corporation is Locust Hill Homeowners Association.
Section 2. Purpose
To operate a non-profit non-stock membership corporation for the purpose of promoting the recreation, health, safety and welfare of its members-and for the purpose of providing for the maintenance, preservation and architectural control of the residential lots and common areas, within that certain tract of land located in Fairfax County, Virginia, known as Locust Hill Subdivision.
Section 3. Seal
The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation, the year of its incorporation, and the words “Corporate Seal – Virginia”.
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ARTICLE II
OFFICES
The corporation shall have and continuously maintain in the Commonwealth of Virginia a registered office and a registered agent whose office is identical with such registered office, as required by the Virginia Non-Stock Corporation Act. The address of the registered office and the name of the registered agent may be changed from time to time by the Board of Directors. In compliance with the law, the Commonwealth of Virginia requires form SCC 18 be submitted to the State Corporation Commission stating such changes.
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ARTICLE III
MEMBERS
Section 1. Classification
The Corporation shall have 2 classes of members.
(a) Class A – Class A members shall be the record owner/s, its successors and assigns, who hold deed to any dwelling unit in the Locust Hill Subdivision in Fairfax County, Virginia.
(b) Class B – Class members shall be the Developer of Locust Hill Subdivision, Airston Corporation of Virginia, its successors and assigns, who are the record owner/s of any undeveloped lots and/or model homes.
(c) No person or corporation shall be a member of the Association after he ceases to be the owner of record of any dwelling unit or residential building lot in Locust Hill Subdivision.
(d) Certificates of Membership. The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President and by the Secretary and shall be sealed with the seal of the corporation. All certificates evidencing membership shall be consecutively numbered.
Section 2. Voting Rights
(a) Class A Members – Class A members shall be entitled to one vote for each lot in which they hold an ownership interest. When more than one person holds such an interest in any lot, all such persons shall be members. The vote per such lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any lot.
(b) Class B Members – The Class B member or members shall be entitled to one (1) vote for each lot in the aforesaid subdivision in which it holds an ownership interest.
(c) Voting by proxy is permitted providing it is presented by a qualified member in writing.
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ARTICLE IV
DIRECTORS
Section 1. General Powers
The affairs of the corporation shall be managed by its directors.
Section 2. Number and Tenure
The number of directors shall be four (4) and their elected terms shall be two (2) years. Staggered terms will assure continuity in that only two directors will be elected each year at the annual membership meeting. Any vacancy occurring in the Board of Directors may be filled at any meeting of the Board of Directors by the affirmative vote of a majority of the remaining directors. Any director elected to fill a vacancy shall serve as such until the expiration of the term of the director, the vacancy in whose position he was elected to fill.
Section 3. Annual Meeting
A regular annual meeting of the Board of Directors shall be held on the day following the annual meeting of members at such time and place, within the State of Virginia, as may be specified in the notice thereof. If the date fixed for the regular annual meeting shall be a legal holiday in the place where the meeting is to be held, such meeting shall be held on the next succeeding business day. The Board of Directors may provide by resolution the time and place, within the State of Virginia, for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request-of the President or any two directors. The person or persons authorized to call special meetings of the Board may fix any place, within the state of Virginia, as the place for holding any special meeting of the Board called by them.
Section 5. Quorum
Except as otherwise provided by law or by the Articles of Incorporation of the corporation, or by these By-Laws, a majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
Section 6. Compensation
Directors as such shall not receive any stated salaries for their services.
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ARTICLE V
OFFICERS
Section 1. Officers
The officers of the corporation shall be a President, a Vice-President, a Secretary and a Treasurer. The Board of Directors may elect such other officers, including an Assistant Secretary and an Assistant Treasurer, such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors. The President must be a director of the corporation other officers may be, but need not be, directors of the corporation.
Section 2. Election, Term of Office and Vacancies
The officers of the corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected. A vacancy in any office arising because of death, resignation, removal, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 3. Removal
Any officer may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation will be served thereby.
Section 4. Powers and Duties
The officers of the corporation shall, except as otherwise provided by law, by the Articles of Incorporation of the corporation, by these By-Laws, or by the Board of Directors, each have such powers . and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time be specifically conferred or imposed by the Board of Directors.
Section 5. Specific Responsibilities
(a) President – The President shall be the Chief Executive Officer of the corporation. He will preside over the annual meetings of members and Directors and shall be the designated registered agent for the corporation.
(b) Vice-President – The Vice-President may be a Director of the corporation. He will preside over the corporation in the President’s absence. He also will be an ex officio member of all standing committees.
(c) Secretary – The Secretary will maintain all meeting minutes and the corporation By-Laws. All official corporation correspondence will be generated and maintained by the Secretary and/or the designated Assistant Secretary.
(d) Treasurer – The Treasurer will be accountable for all receivables and disbursement of corporation funds. He will record and maintain records of all corporation business transactions. He will prepare and submit the corporation Federal tax return.
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ARTICLE VI
COMMITTEES
Section 1. Types
The Association shall have five (5) standing committees: Budget, Architectural Control, Common Grounds and Roads, Security, and Recreational. The Board of Directors may designate temporary special committees as necessary. Chairmen of each committee will be appointed by the Board of Directors.
Section 2. Rules
Each committee may adopt rules for its own government not inconsistent with the terms of the resolution of the Board of Directors designating the committee or with rules adopted by the Board of Directors.
Section 3. Responsibilities
(a) Budget – Prepare and submit for membership approval an annual Association budget based on revenues and outlays.
(b) Architectural Control – Will monitor and enforce the Protective Covenants and Restrictions as set forth in the Deed of Subdivision.
(c) Common Grounds and Roads – Provide for the maintenance, preservation, and safety of all common areas. This will include any facilities which may exist on these common grounds.
(d) Security – Insure that the neighborhood watch program is carried out, thus helping to provide a safe environment for all Locust Hill members.
(e) Recreational – Promote the recreational activity for members in the area of sports, picnics, etc.
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ARTICLE VII
DUES
Section 1. General
Each dwelling unit in Locust Hill Subdivision and all other persons admitted to membership shall be subject to an annual charge. The charges collected shall be sufficient to maintain and operate in neat and good order and to pay all taxes and expenses payable with respect to the maintenance and operation of such facilities as may hereafter be owned or operated and maintained by the Association. Dues may be established by the Board ‘of Directors, but requires approval by the majority membership at the annual meeting.
Section 2. Class A Members
The annual Association dues for Class A members is $100.00 per lot.
Section 3. Class B Members
The annual Association dues for Class B members is $25.00 per lot or model home. However, Class B members are required to pay $100.00 dues for each model home which is occupied by residents not affiliated with the promotion of sales.
Section 4. Payment
Each member of the corporation, by becoming such, agrees that he shall be personally responsible for the payment O>f the charges provided by these By-Laws with respect to the dwelling unit and/or lot he owns. Payment is due no later than March 1st of each calendar year. As described in the Deed of Subdivision, Dedication, Easement and Agreement and Declaration of Covenants and Restrictions, this annual fee, if not paid, shall constitute a lien upon the land and improvements thereon for each numbered lot, second only to real estate taxes and any bona fide, duly recorded first deed of trust.
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ARTICLE VIII
MEETING OF MEMBERS
Section 1. Annual Meeting
The annual meeting of members of the association shall be held in September of each year for the purposes of electing directors and/or for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day designated herein for the annual meeting or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members, held as soon thereafter as conveniently may be.
Section 2. Special Meetings
Special meetings of the members may be called by the President, the Board of Directors or members of the corporation holding not less than one-fifth of the votes.
Section 3. Place of Meeting
The Board of Directors may designate any place within Fairfax County in the State of Virginia as the place for any annual or special meetings.
Section 4. Notice of Meetings
The corporation shall publish notice of any annual or special meeting of members in the manner provided by law. Written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall also be mailed or delivered not less than ten or more than fifty days before the date of the meeting, except as otherwise specified by law, either personally or by mail, by or at the direction of the President or the Secretary or the person calling the meeting, to each member of the corporation at his address as shown on the records of the corporation. A member may, in a writing signed by him, waive notice. of any meeting before or after the date of meeting stated therein. Failure to mail or deliver any notice to any member shall not affect the validity of the published notice.
Section 5. Informal Action by Members
Any action required or permitted by law to be taken at a meeting of the members of the corporation may.be taken without a meeting, if a consent in writing setting forth the action so taken shall be signed by all of the members of the corporation.
Section 6. Quorum and Manner of Acting
Members holding forty-seven (47) of the total votes shall constitute a quorum at any meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice. The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the members, unless the act of a greater number is required by law, or by the Articles of Incorporation of the corporation, or by these By-Laws.
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ARTICLE IX
AMENDMENTS
These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted only by a majority vote of the membership.
The undersigned, being all of the Directors of Locust Hill Homeowners Association, hereby adopt these By-Laws and as such agree that they supercede all previous corporation By-Laws.
Dated this 15th day of September, 1981
Harold Sisson – President
George Webb – Vice-President
John R. Spring – Treasurer
James S. Webb – Secretary
