Table of Contents

ARTICLE I - NAME AND LOCATION
ARTICLE II - DEFINITIONS
ARTICLE III - MEMBERSHIP
ARTICLE IV - VOTING RIGHTS
ARTICLE V - PROPERTY RIGHTS
ARTICLE VI - BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE
ARTICLE VII - MEETINGS OF DIRECTORS
ARTICLE VIII - NOMINATION AND ELECTION OF DIRECTORS
ARTICLE IX - POWERS AND DUTIES OF THE BOARD OF DIRECTORS
ARTICLE X - COMMITTEES
ARTICLE XI - MEETING OF MEMBERS
ARTICLE XII - OFFICERS AND THEIR DUTIES
ARTICLE XIII - ARCHITECTURAL REVIEW BOARD
ARTICLE XIV - COVENANT FOR MAINTENANCE ASSESSMENTS
ARTICLE XV - BOOKS AND RECORDS
ARTICLE XVI - CORPORATE SEAL
ARTICLE XVII - AMENDMENTS
ARTICLE XVIII - MISCELLANEOUS
 
 

The name of the corporation is FAIR OAKS ESTATES HOMEOWNERS ASSOCIATION, hereinafter referred to as the "Association." The principal office of the corporation shall be located at 3720 Charles Stewart Drive, Fairfax, Virginia, but meetings of Members and directors may be held at such places within the Commonwealth of Virginia, County of Fairfax as may be designated by the Board of Directors.

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Section 1. "Association" shall mean and refer to Fair Oaks Estates Homeowners Association, its successors and assigns.

Section 2. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Properties recorded in the office of the Clerk of the Circuit Court of Fairfax County, Virginia.

Section 3. "Properties" shall mean and refer to that certain real property described in the "Declaration" and such additions thereto, which, from time to time, may be brought within the jurisdiction of the Association.

Section 4. "Common Area" shall mean all real property consisting of Parcels A, B, and C, (including the improvements thereto) owned by the Association for the common use and enjoyment of the Members of the Association.

Section 5. "Lot" shall mean and refer to any plot of land shown upon any recorded subdivision plat of the Properties with the exception of the Common Area and streets dedicated to public use.

Section 6. "Member" shall mean and refer to every person or entity who holds a membership in the Association.

Section 7. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

Section 8. "Mortgagee" shall mean and refer to any person or entity secured by a first mortgage or first deed of trust on any Lot with Common Area and who has notified the Association of this fact.

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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 in possession of a Lot shall be entitled to exercise the owner's rights in the Association with regard thereto.

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Members shall be all those Owners as defined herein. Members shall be entitled to one vote for each Lot in which they hold the interest required for membership by Article III. 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.

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Section 1.  Members Easements of Enjoyment.  Every Member shall have a right and easement of enjoyment in and to the Common Area and such easement shall be appurtenant to and shall pass with the title to every assessed Lot, subject to the following provisions:

     (a) The right of the Association to charge reasonable admission and other fees for the use of any recreational facility situated upon the Common Area;

     (b) The right of the Association to limit the number of guests of Members at such recreational facility;

     (c) The right of the Association, in accordance with the Articles of Incorporation and By-Laws, to borrow money for the purpose of improving the Common Area and facilities and in aid thereof, with the assent of more than two-thirds (2/3) of the Members who are voting in person or by proxy, at a meeting duly called for this purpose, to mortgage said property, subject to the Declaration and the easement of enjoyment created hereby, and to acquire property encumbered by the lien or liens of the deed or deeds of trust securing improvements on said property, provided that any such mortgage of the Common Area must state that it is subject to the Declaration and the easement of enjoyment created hereby and shall not be in conflict with its designation as "open space;"

     (d) The right of the Association to suspend the voting rights and right to the use of any recreational facilities constructed on the Common Area by a Member for any period during which any assessment against his/her Lot remains unpaid, and for a period not to exceed sixty (60) days for any infraction of its published rules and regulations;

     (e) The right of the Association at any time and consistent with the then existing zoning ordinances of Fairfax County and its designation as "open space," or upon dissolution 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, provided that any such dedication or transfer shall have the assent of more than two-thirds (2/3) of the Members who are voting in person or by proxy, at a meeting duly called for this purpose, written notice of which shall be sent to all Members not less than twenty-five (25) days nor more than fifty (50) days in advance of the meeting setting forth the purpose of the meeting. Upon such assent and in accordance therewith, the officers of the Association shall execute the necessary documents;

     (f) The right of the Association to grant any public utility with or without payment of damages to the Association, and consistent with the "open space" designation thereof, easements for the construction, reconstruction, installation, repair and/or necessary maintenance of utility lines through or over any portion of the Common Areas. The foregoing shall not be construed, however, to permit any such public utility to acquire or damage any improvements situated upon the Common Areas, or other structures or installations situated thereon which would otherwise be deemed to be part of the realty, without the payment of damages, including severance or resulting damages, if any to the Association, all in amounts and in a manner now or hereafter governing proceedings for the acquisition of private property for public use by condemnation in this Commonwealth; and

     (g) The right of the Association to lease Common Area, provided however that such lease(s) must:

           (1) be only to not-for-profit organizations;

           (2) such organizations must give preference to Members of the Association with regard to membership and use of facilities;

           (3) prohibit assignment and subleasing;

           (4) require approval by the Association of uses of the Common Area and the facilities which must be in accordance with the Declaration;

           (5) be consistent with the then existing ordinances of the County; and

           (6) be consistent with the open space designation thereof.

Section 2.  Delegation of Use. Any Member may delegate, in accordance with the By-Laws, his/her right of enjoyment to the Common Area and facilities to the Members of his/her family, his/her tenants, or contract purchasers who reside on the Member's Lot.

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Section 1. Number. 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.

Section 2. Election.  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 term of such directors expires new directors shall be elected for terms of three years.

Section 3. Removal.  Any directors may be removed from the Board, with or without cause, by a majority vote of the Members of the Association. In the event of death, resignation or removal of a director, his/her successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his/her predecessor.

Section 4. Compensation.  No director shall receive compensation for any service he/she may render to the Association in his/her capacity as a director. However, any director may be reimbursed for his/her actual reasonable expenses incurred in the performance of his/her duties as a director.

Section 5. Action Taken Without a Meeting.  The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.

Section 6. Indemnification.  Each director of the Association, in consideration of his/her services as such, shall be indemnified by the Association to the extent permitted by law against expenses and liabilities reasonably incurred by him/her in connection with the defense of any action, suit or proceeding, civil or criminal, to which he/she may be a party by reason of his/her past or present role in the Association unless such action was a result of gross neglect or willful misconduct.

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Section 1. Regular Meetings.  Regular meetings of the Board of Directors shall be held at least once per calendar year at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.

Section 2. Special Meetings.  Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two directors, after not less than three (3) days notice to each director.

Section 3. Quorum.  A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

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Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two (2) or more Members of the Association. The Nominating Committee shall be appointed by the Board of Directors sixty (60) to ninety (90) days prior to each annual meeting of the Members, to serve until the close of such annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among Members or non-Members.

Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

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Section 1. Powers. The Board of Directors shall have power:

     (a) To adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof;

     (b) To suspend the voting rights and right to the use of the recreational facilities of a Member during any period in which such Member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for infraction of published rules and regulations;

     (c) To exercise for the Association all powers, duties and authority vested in or delegated to this Association not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration;

     (d) To declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and

     (e) To employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.

Section 2. Duties. It shall be the duty of the Board of Directors:

     (a) To cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members or at any special meeting, when such statement is requested in writing by one-fourth (1/4) of Members who are entitled to vote;

     (b) To supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;

     (c) As more fully provided herein and in the Declaration:

        (1) to fix the amount of the annual assessments against each Lot at least thirty (30) days in advance of annual assessment period, as hereinafter provided in Article XIV; and

        (2) to send written notices of each assessment to every owner subject thereto at least thirty (30) days in advance of each annual assessment period;

     (d) To issue, or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether any assessment has been paid.  A reasonable charge may be made by the Board for the issuance of these certificates. Such certificate shall be conclusive evidence of any assessment therein stated to have been paid;

     (e) To procure and maintain adequate liability insurance, and to procure adequate hazard insurance on property owned by the Association;

     (f) To cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; and

     (g) To cause the Common Area to be maintained in accordance with the standards adopted by the Board.

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The Association shall appoint an Architectural Review Board as provided in the Declaration and a Nominating Committee as provided in these By-Laws. In addition, the Board of Directors may appoint other committees as deemed appropriate in carrying out its purposes. It shall be the duty of each committee to receive complaints from Members on any matter involving Association functions, duties, and activities within its field of responsibility. It shall dispose of such complaints as it deems appropriate or refer them to such other committee, director or officer of the Association as is further concerned with the matter presented.

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Section 1. Annual Meetings. The first annual meeting of the Members shall be held within one (1) year from the date of incorporation of the Association, and each subsequent regular annual meeting of the Members shall be held within ten (10) to fourteen (14) months but at least once in each calendar year, at such day and time as set by the Board of Directors. If the day for the annual meeting of the Members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday.

Section 2. Special Meetings.  Special meetings of the Members may be called at any time by the president or by the Board of Directors, or upon written request of the Members who are entitled to vote one-fourth (1/4) of all of Members.

Section 3. Notice of Meetings.  Written notice of each meeting of the Members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least fifteen (15) days before such meeting to each Member entitled to vote thereat, addressed to the Member's address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice.  Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the purpose of the meeting.

Section 4. Quorum. The presence at the meeting of Members entitled to cast, or of proxies entitled to cast, twenty-five percent (25%) of all of the votes of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote thereat shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.

Section 5. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his/her Lot.

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Section 1. Enumeration of officers. The officers of this Association shall be a president and vice-president, who shall at all times be members of the Board of Directors, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create.

Section 2. Election of Officers.  The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the Members.

Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he/she shall sooner resign, or shall be removed, or otherwise be disqualified to serve.

Section 4. Special Appointments.  The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.

Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office may be filled in the manner prescribed for regular election. The officer elected to such vacancy shall serve for the remainder of the term of the officer he/she replaces.

Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.

Section 8. Duties. The duties of the officers are as follows:

     (a) President. The president shall preside at all meetings of the Board of Directors, shall see that orders and resolutions of the Board are carried out, and shall sign all leases, mortgages, deeds and other written instruments;

     (b) Vice-President.  The vice-president shall act in the place and stead of the president in the event of his/her absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him/her by the Board;

     (c)  Secretary.  The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members, keep the corporate seal of the Association and affix it on all papers requiring said seal, serve notice of meetings of the Board and of the Members, keep appropriate current records showing the Members of the Association together with their addresses, and shall perform such other duties as required by the Board; and

     (d) Treasurer.  The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors, shall sign all checks and promissory notes of the Association, keep proper books of account, cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year, and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the Members.

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Section 1. Composition.  The Architectural Review Board shall be comprised of three or more Members. Members shall serve staggered three (3) year terms, as determined by the Board of Directors.

No Member of the Architectural Review Board may be a Director.

Section 2. Method of Selection. The Board of Directors shall appoint the members of the Architectural Review Board.

Section 3. Vacancies. Appointments to fill vacancies in unexpired terms shall be made in the same manner as the original appointment.

Section 4. Officers. At the first meeting of the Architectural Review Board following each Annual Meeting of Members, the Architectural Review Board shall elect from among themselves, a Chairman, a Vice-Chairman and a Secretary who shall perform the usual duties of their respective offices.

Section 5. Duties. The Architectural Review Board shall regulate the external design, appearance and locations of the Properties and improvements thereon in such a manner so as to preserve and enhance values and to maintain a harmonious relationship among structures and the natural vegetation and topography. In furtherance thereof, the Architectural Review Board shall:

     (1) Review and approve, modify or disapprove, within thirty (30) days, all written applications of Owners and of the Association for improvements or additions to Lots or Common Areas;

      (2) Periodically inspect the Properties for compliance with architectural standards and approved plans for alteration;

     (3) Adopt architectural standards subject to the confirmation of the Board of Directors;

     (4) Adopt procedures for the exercise of its duties and enter them in the Book of Resolutions; and

     (5) Maintain complete and accurate records of all actions taken.

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Section 1.  Creation of the Lien and Personal Obligation of Assessments. Each owner of any Lot by acceptance of a deed therefore, whether or not it shall be so expressed in any such deed or other conveyance, is deemed to covenant and agree to pay to the Association:

     (a)  Annual assessments or charges; and

     (b)  Special assessments for capital improvements, or other specified items, such assessments to be fixed, established and collected from time to time as hereinafter provided. The annual and special assessments, together with such interest thereon and costs of collections thereof, as hereinafter provided, shall be a charge on the land and shall be a continuing lien upon the Lot against which each such assessment is made. Each such assessment together with such interest, costs and reasonable attorney's fees, shall also be the personal obligation of the person who was the Owner of such Lot at the time when the assessment fell due and shall not pass to his/her successors in title unless expressly assumed by them.

Section 2. Purpose of Assessments.  The assessments levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety and welfare of the residents in the Properties and in particular for the payment of taxes and improvements and maintenance of services and facilities devoted to this purpose and related to the use and enjoyment of the Common Area.

Section 3.  Basis and Maximum of Annual Assessments. Prior to January 1, 2000, the maximum annual assessment shall be One Hundred Twenty and no/100 Dollars ($120.00) per Lot.

     (a)  From and after January 1, 2000, the maximum annual assessment may be increased effective January 1 of each year without a vote of the membership in conformance with the rise, if any, of the Consumer Price Index (All Items Index) for the Washington, D. C. standard metropolitan area (published by the Department of Labor, Washington, D.C.) for the year ending the preceding July 1, or five percent (5%), whichever is greater;

     (b)  From and after January 2000, the maximum annual assessment may be increased above that established by subparagraph (a), for the next succeeding three (3) years, and thereafter for each succeeding period of three (3) years, provided that any such change shall have the assent by a vote of more than two-thirds (2/3) of the Members who are voting in person or by proxy, at a meeting duly called for this purpose, written notice of which shall be sent to all Members not less than twenty-five (25) days nor more than fifty (50) days in advance of the meeting setting forth the purpose of the meeting;

     (c) After consideration of current maintenance costs and further needs of the Association, the Board of Directors may fix the annual assessment at an amount not in excess of the maximum.

Section 4. Special Assessments.  In addition to the annual assessments authorized above, the Association may levy in any assessment year, a special assessment applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, repair or replacement of a capital improvement upon the Common Area, including the fixtures and personal property related thereto, or other specified purpose, provided that any such assessment shall have the assent of more than two--thirds (2/3) of the Members who are voting in person or by proxy, at a meeting duly called for this purpose, written notice of which shall be sent to all Members not less than twenty-five (25) days nor more than fifty (50) days in advance of the meeting setting forth the purpose of the meeting.

Section 5. Rate of Assessment.  Both annual and special assessments shall be fixed at a uniform rate for all Lots.

Section 6. Quorum for any Action Authorized Under Sections 3 and 4. At the first meeting called, as provided in Sections 3 and 4 herein, the presence at the meeting of Members or proxies entitled to cast sixty percent (60%) of all the votes of membership shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called subject to the notice requirements set forth in Sections 3 and 4, and the required quorum at any such subsequent meeting shall be one-half (1/2) of required quorum at the preceding meeting.  No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

Section 7. Date of Commencement of Annual Assessments Due Dates. The annual assessments provided for herein shall commence as to all Lots, in any section, no later than thirty (30) days following the conveyance of the Common Area pertaining to that section. The first annual assessment shall be adjusted according to the number of months remaining in the calendar year. The Board of Directors shall fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Owner subject thereto.  The due dates shall be established by the Board of Directors. The Association shall upon demand at any time furnish a certificate in writing signed by an officer of the Association setting forth whether the assessments on a specified Lot have been paid. A reasonable charge may be made by the Board for the issuance of these certificates. Such certificates shall be conclusive evidence of payment of any assessment therein stated to have been paid.

Section 8. Remedies of the Association in the Event of Default. If any assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of eight percent (8%) per annum. The Association in its discretion may:

     (a) Impose a penalty as previously established by rule;

     (b) Accelerate the required payment date of the entire remaining annual assessment; or

     (c) Bring an action at law against the Owner personally obligated to pay the same, and/or foreclose the lien against the property, and interest, costs and reasonable attorney's fees of any such action shall be added to the amount of such assessment.  No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Area or abandonment of his/her Lot.

Section 9.  Subordination of the Lien to Mortgages.  The lien of the assessments provided for herein shall be subordinate to the lien of any first trust or mortgage.  Sale or transfer of any Lot shall not affect the assessment lien.  However, the sale or transfer of any Lot pursuant to a foreclosure or any proceeding in lieu thereof shall extinguish the lien of such assessments as to payment thereof which became due prior to such sale or transfer. No sale or transfer shall relieve such Lot from liability for any assessments which thereafter become due or from the lien thereof.

Section 10.  Exempt Property. The following property subject to the Declaration shall be exempt from the assessments created herein:
     (a) all properties dedicated to and accepted by a local public authority;

     (b) the Common Area; and

     (c) all properties owned by charitable or other organizations exempt from taxation by the laws of the Commonwealth of Virginia.  However, no land or improvements devoted to dwelling use shall be exempt from said assessments.

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The books, records and papers of the Association shall at all times, during reasonable hours and with sufficient notice, be subject to inspection by any Member. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at reasonable cost.

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 The Association shall have a seal in circular form having within its circumference the words: FAIR OAKS ESTATES HOMEOWNERS ASSOCIATION, a Virginia non-stock corporation.

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These By-Laws may be amended, at a regular or special meeting of the Members, by a vote of the majority of a quorum of Members present in person or by proxy,

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Section 1. The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation, said dates fixing the fiscal year may be adjusted at the discretion of the Board.

Section 2. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.
 
 

IN WITNESS WHEREOF, we being all of the Directors of the FAIR OAKS ESTATES HOMEOWNERS ASSOCIATION, have hereunto set our hands this 15th day of November, 1999.  We further certify that this constitutes an accurate and complete copy of the By-Laws of said Association, as duly amended in accordance with Article XVII at a meeting of the membership, held on the 15th day of November, 1999.
 

_______________________________
/s/Alton Miilhouse, President and Director
 

_______________________________
/s/Neil Reilly, Vice-President and Director
 

_______________________________
/s/Arthur Treiber, Director

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