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Fair Oaks Estates: ARTICLES OF INCORPORATION OF FAIR OAKS ESTATES HOMEOWNERS ASSOCIATION Contents: ARTICLE I - NAME
In compliance with the requirements Of Chapter 2 of Title 13.1 of the Code of Virginia, the undersigned, all of whom are of full age, have this day voluntarily associated themselves together for the purpose of forming a non-stock corporation not for profit and do hereby certify:
The name of the corporation is FAIR OAKS ESTATES HOMEOWNERS ASSOCIATION,
hereafter called the "Association".
The initial registered office of the Association is located at 4084
University Drive, Fairfax. Virginia 22030, which is located in the City
of Fairfax.
Robert J. Moye, who is a resident of Virginia. and a member of
the Virginia State Bar, and whose business address is 4084 University Drive,
Fairfax, Virginia 22030, is hereby appointed the initial registered agent
of the Association.
PURPOSE AND POWERS OF THE ASSOCIATION This Association does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is formed are to provide for maintenance, preservation and architectural control of residential lots, and to own, improve, maintain and preserve the Common Area within Fair Oaks Estates subdivision, Fairfax County, Virginia. and to promote the health, safety and welfare of the residents within such area as may come within the jurisdiction of the Association and any additions thereto as may hereafter be brought within the jurisdiction of the Association by annexation, as provided in Article IX herein, and for this purpose: 1. 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 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; 2. 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; 3. 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 in connection with the affairs the Association, provided that any such conveyance, sale, transfer, lease or dedication of the Common Area shall not be in conflict with its designation as "open space"; 4. To borrow money. 5. To build facilities upon land owned or controlled by the Association; 6. To create subsidiary corporations; and 7. 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.
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, including contract sellers, 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.
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. A Mortgagee
in possession of a Lot shall be entitled to exercise the owner's rights
in the Association with regard thereto.
VOTING RIGHTS The Association shall have two classes of votinq membership: Class A. Class A members shall be all those Owners as defined in Article V with the exception of the Declarant. Class A members shall be entitled to one vote for each lot in which they hold the interest required for membership by Article V. When more than one person holds such interest in any lot, all such persons shall be members. The vote for 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. Class B. The Class B member shall be Batal Builders, Inc. (the "Declararnt" as defined in the Declaration of Covenants, Conditions and Restrictions), and its successors and assigns, if such successors or assigns should acquire from the Declarant more than two (2) undeveloped lots for the purpose of constructing homes thereon, and any person or entity that may dedicate, subdivide and submit to the Declaration all or a portion of the real property described in Deed Book 5267, at Page 361, in Deed Book 5267, at Page 376. in Deed Book 5267, at page 383, and in deed Book 5404. at Page 1049, of the land records of Fairfax County, Virginia. The Class B member shall be entitled to three (3) votes for each Lot in which it holds the interest required for membership by Article V; provided that Class B membership shall cease and a Class A membership with one (1) vote for each lot in which it holds an interest shall issue on the happening of either of the following events, whichever occurs earlier: 1. when the total votes outstanding in the Class A membership equal the total votes outstanding in the class B membership, or 2. On January 1. 1987.
BOARD OF DIRECTORS The affairs of this Association shall be managed by a Board of three (3) Directors, who need not be members of the Association and such number can be changed only by amendment of the Articles of Incorporation. 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: (1) Robert J. Batal
(2) William P. Gerald
(3) Robert J. Moye
At the first annual meeting the members shall elect one Director for
a term of one year, one Director for a term of two years and one Director
for a term of three years; and as the terms of such Directors expire new
Directors shall be elected for terms of three years.
LIABILITIES The total amount of indebtedness or liability which this Association
may incur at any one time shall not exceed one hundred fifty 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 each class of the members who are voting
in person or by proxy 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.
ANNEXATION OF ADDITIONAL PROPERTIES The Association may, for twenty-one (21) years from the date hereof,
annex additional areas and provide for maintenance, preservation and architectural
control of residential lots, and so add to its membership under the provisions
of Article V, provided that any such annexation shall be authorized at
a duly held meeting at which a quorum is present by the assent of more
than two-thirds (2/3) of each class of the members who are voting in person
or by proxy. After twenty-one (21) years annexation shall be made with
the consent of all members. No such consent is required for the annexation
of all or any part of 195 acres more or less conveyed by instruments recorded
in Deed Book 5267, at Page 361. in Deed Book 5267 at Page 376, in Deed
Book 5267, at Page 383, and in Deed Book 5404, at Page 1049, among the
land records of Fairfax County, Virginia.
AUTHORITY TO MORTGAGE Any mortgage by the Association of the Common Area defined in the Declaration
shall have the assent at a duly held meeting at which a quorum is present
of more than two-thirds (2/3) of each class of the members who are voting
in person or by proxy, provided that any such mortgage of the Common Area
shall not be in conflict with its designation as "open space".
AUTHORITY TO DEDICATE The Association shall have the power to dedicate 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 or transfer
shall be approved by an affirmative vote at a duly called meeting at which
a quorum is present of more than two-thirds (2/3), of each class of the
members who are voting in person or by proxy. and provided that any such
dedication or transfer of the Common Area shall not be in conflict with
its designation as "open space".
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 each class
of the members who are voting in person or by proxy. Upon dissolution of
the Association, other than incident to a merger or consolidation, 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, provided that any such dedication or
transfer of the Common Area shall not be in conflict with its designation
as "open space".
VA - FHA APPROVAL As long as there is a Class B membership, the following actions will
require the prior approval of the Federal Housing Administration or the
Veterans Administration if either such agency has previously approved Fair
Oaks Estates subdivision: annexation of additional properties, mergers
and consolidations, mortgaging of Common Area, dedication of Common Area,
dissolution and amendment of these articles.
DURATION The Corporation shall exist perpetually.
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 30th day of July, 1980. /s/ Gail W. Feagles /s/ Susan A. Flynn
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