The
principal office of the Corporation in the
The
Corporation shall have and continuously maintain in the
Article II. Members:
Section 1. Membership In the Corporation: The following shall be members of the
Corporation:
No person
(other than the Developer of Reston) shall be a member of the corporation after
he ceases to be the owner of record of any dwelling unit on the property.
The
directors of the Corporation may, after affording the member an opportunity to be
heard, suspend any person from membership in the corporation during any period
of time when there exists a violation of any of the provisions of the said Deeds
(including, but not limited to, the failure to make any payment to the corporation
when due and payable under the terms of the said Deeds) with respect to the
dwelling unit he owns or when he is in violation of any rule or regulation
adopted by the corporation with respect to the Property.
Each
member of the Corporation, by becoming such, (except Brookshire Cluster
Associates, a general partnership, together with any successor to all or
substantially all of its business of two houses on the Property, after it has
sold and conveyed of record a majority of the dwelling units on the property) agrees that he shall be personally responsible
for the payment of the charges created under the said Deeds with respect to the
dwelling unit he owns and for compliance by himself, his family, guests, and
invitees, with the provisions of the said Deed and the rules and regulations
adopted by the Corporation with respect to the Property.
Furthermore, notwithstanding any
provisions of these By-laws
relating to suspension of members of the Corporation, each member of the
Corporation also agrees that he shall be personally liable for any and all
costs incurred by himself and by the Corporation, including attorneys' fees, as
the result of any action, suit or claim brought against any resident, guest,
invitee or tenant of his dwelling by the Corporation for failure to meet the
responsibilities and obligations to the corporation as set forth in the Deed of
Dedication and the rules and regulations adopted by the Corporation with
respect to his property.[1]
The
qualifications set forth herein for membership in the Corporation shall be the only
qualifications for such membership.
Section 2. Voting Rights:
The
members of the Corporation shall have the right to vote on all matters properly
placed before the membership of the Corporation for a vote in accordance with
the provisions of these By-laws, including the right to vote for the election and
removal of directors. Each member of the
Corporation, provided that he resides in
the dwelling unit with respect to which he is entitled to vote, shall have one
vote, except that:
A)
Any
person owning a multi-family dwelling and/or more than one dwelling unit shall
have the number of votes equal to the number of dwelling units (including any
contained in such a multi-family dwelling) owned.
B)
Any
dwelling unit on the property is owned of record in joint tenancy or
tenancy-in-common, or in any other manner of joint or common ownership, such
owners shall collectively be entitled also to only one vote. Such vote shall be
exercised only by the unanimous action or consent of the owners of record of
such dwelling unit who are entitled to vote with respect thereto.
C)
Only
a member of the corporation (other than the Developer of Reston) residing on
the dwelling unit with respect to which he is entitled to vote, shall have the
right to vote.
D)
Voting
by proxy is expressly prohibited.
Article III. Meeting of Members:
Section 1. Annual Meeting:
The first
annual meeting of the members shall be held in 1967 and shall be held in that
year and thereafter on the third Tuesday in December at the hour of
The annual budget of the
Corporation shall be placed before the membership at the annual meeting, or at
any special meeting called for that purpose, for its consideration and
approval. The membership shall, at such meetings, have the right to alter,
amend, increase or reduce the annual budget. Should the Directors recommend a change in the annual budget or
annual dues during a budget year, the membership shall approve, amend, or
reject such recommendation at a special meeting of the membership called by the
President or the Directors as soon as practically possible after the
recommendation is made.[2]
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 or without the State of
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, or by email. 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 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 Member:
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 one-fifth 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.
Section 7. Conduct of Meetings:
The
Directors may make such regulations as they deem advisable for any meeting of
members, in regard to proof of membership in the Corporation, evidence of the right
to vote, the appointment and duties of inspectors of votes, and such other matters
concerning the conduct of the meeting an they shall deem fit. Such regulations
shall be binding upon the Corporation and its members.
Article IV. Directors: Section 1. General
Powers:
Section 1. General Powers:
The
affairs of the Corporation shall be managed by its Directors in accordance with
the
provisions of the By-laws.
The Directors or officers of the
Corporation shall not except as otherwise provided by law, by the Articles of
Incorporation or by these By-laws, take action to significantly alter or change
common grounds without obtaining approval of the general membership. (At a meeting for which the notice thereof specifies the proposed
significant alteration or change. The quorum at such meeting shall be 40
percent of the then qualified membership. If a 40 percent quorum is not
achieved, then notice may be given of a second meeting on the proposed change
or alteration to be held not less than 7 days subsequent to the meeting which
shall have failed for lack of a quorum. The notice of said meeting shall
reference the prior meeting, the lack of a quorum, and the prior notice. At this
subsequent meeting, a 20 percent quorum shall be sufficient to act on the proposed
change or alteration. The provisions of the foregoing shall also apply to any
proposal to borrow more than $1,000.00 to be repaid in less than 11 months.)[3]
Section 2. Number and Tenures:
The
number of Directors shall be three. The length of the initial term of each of
the Directors constituting the initial Board of Directors shall be as set forth
in the Articles of Incorporation. The first election of Directors by the members
of the Corporation shall be held at the annual meeting of the members in 1967.
The Directors elected by the members after the initial election of Directors shall
be elected for a term of three years, and until their respective successors are
elected. Any vacancy occurring in the initial or any subsequent Board of
Directors shall be filled at a special meeting of annual meeting of the
membership by the affirmative vote of a majority of the remaining Directors,
though less than a quorum of the Board of Directors, or by a sole remaining
Director and if not previously so filled, shall be filled at the next
succeeding meeting of the members of the Corporation. 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. Regular Meetings:
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 or without the State
of
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 or without the State of
Section 5. Notice:
Notice of
any meeting of the Board of Directors for the holding of which notice is required
shall be given at least two days previous thereto by written notice delivered
personally or sent by mail, by email
or telegram to each Director at his address as shown on the records of the
Corporation. If mailed, such notice shall be deemed to be delivered when
deposited in the
Section 6. 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; but if less than a
majority of the Directors are present at said meeting, a majority of the Directors
present may adjourn the meeting from time to time without further notice.
Section 7. Manner of Action:
The act
of a majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, 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.
Section 8. Compensation:
Directors
as such shall not receive any stated salaries for their services, but by
resolution of the Board of Directors a fixed sum and expenses of attendance, if
any, may be allowed for attendance at each regular or special meeting of the
board; but nothing herein contained shall be construed to preclude any Director
from serving the corporation in any other capacity and receiving compensation
therefore.
Section 9. Informal Action by Directors:
Any
action required by law to be taken at a meeting of Directors, or any action which
may be taken at a meeting of Directors may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by all the Directors.
Article V. Officers:
Section 1. Officers:
The
officers of the Corporation shall be President, one or more Vice
Presidents (the number thereof to be determined by the Board of Directors), a
Secretary, and a Treasurer. The Board of Directors may elect such other
officers, including one or more Assistant Secretaries and one or more Assistant
Treasurers, as it shall deem desirable, such officers to have the authority and
perform the duties prescribed from time to time by the Board of Directors. Any
two or more offices maybe held by the same person, excepting the offices of
President and Secretary. The President shall 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. The President shall be the Chief Executive
Officer of the Corporation.
Article VI. Committees:
Section 1. Committees of Directors:
The Board
of Directors, by resolution adopted by a majority of the Directors in office,
may designate one or more committees, each of which shall consist of two or more
Directors, which committees, to the extent provided in the resolution, shall have
and exercise the authority of the Board of Directors in the management of the affairs
of the Corporation, provided, however, that no such committee shall have the
authority of the Board of Directors to approve an amendment to the Articles of Incorporation
of the Corporation or a plan of merger or consolidation.
Section 2. Other Committees:
Other
committees not having and exercising the authority of the Board of Directors in
the management of the affairs of the Corporation may be designated by a resolution
adopted by the Board of Directors, to perform such duties and to have such
powers as may be provided in the resolution.
Section 3. 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.
Article VII. Certificates of Membership:
Section 1. 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 or a Vice President and by
the Secretary or an Assistant Secretary and shall be sealed with the Seal of the
Corporation. All certificates evidencing membership shall be consecutively numbered.
The name and address of each member and the date of issuance of the certificate
shall be entered on the records of the Corporation. If any certificate shall become
lost, mutilated, or destroyed, a new certificate may be issued therefor upon such terms and conditions as the Board of
Directors may determine.
Article VIII. 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".
Article IX. Amendments:
These By-laws may
be altered, amended, or repealed and new By-laws may be
adopted
by the Board of Directors.
Article
X. Animal Control:[4]
In accordance with the
Article
XI. Vehicle Parking:
Section 1. Prohibited Vehicles:
The following types of vehicles
are prohibited from parking on Cluster property.
(A) Vehicles failing to display any of the following: current
(B) Vehicles which are not operable, or are leaking gasoline, oil, or
other fluids.
(C) Commercial or other oversized vehicles such as tractor trailers, dump
trucks, and construction equipment.
(D) Recreational vehicles (RV’s), except those used daily, and do not
require more than one auto-sized parking space.
(E) Trailers (e.g., u-haul, camping, horse, boat), boats, mobile homes and
campers except on a single-night basis before or after a trip on which it is
used.
(F) Any vehicle of 10,000 pounds, or more, Gross Vehicle Weight (GVW) as
stated in the vehicle manufacturer’s information material or the NADA used car
and truck guide and pricing book.
(G) Any vehicle that does not qualify for a
(H) Any vehicle not registered to the occupants of a cluster dwelling unit. Parking is
limited to two (2) vehicles per dwelling unit when the dwelling unit is
occupied by persons other than the owner or his or her relatives.
By unanimous vote, the Board of
Directors can authorize a single-case exception to the provisions of this
Section.
Section 2. Location:
Vehicles must be parked in paved
areas designated for parking, and cannot be parked on the sidewalks or on
unpaved areas of the common ground. In those areas where the curbs are marked,
vehicles must be parked perpendicular to the curb and evenly as possible
between two adjacent curb markers.
Section 3. Enforcement:
A vehicle in violation of this
Article shall be subject to being towed. The Board shall give written notice,
posted on the vehicle, that if said vehicle is not brought into compliance or
removed from the Cluster
within six (6) days of the posting of the notice, the vehicle will be towed
from the Cluster
at the owner’s expense. Exception to this section may be made for short-term
guests or overnight emergencies, subject to approval of the Board of Directors
|
AMENDMENT
1: |
Article
IV Section 2 shall be as present except wherein modified by the
following: “The number of the Directors shall be five. They shall
be elected to a term of one year and until their respective successors are
elected.” This
amendment was adopted by consent ofall members of
the Corporation entitled to vote at the general cluster meeting of |
|
AMENDMENT
2: |
“The name of the corporation be
changed from Lakeview Mall cluster Association to Brookshire
Cluster Association.” This
amendment was adopted by consent of all members of the Corporation entitled
to vote at the general cluster meeting of |
|
AMENDMENT
3: |
Article
III, Section I shall be as present except wherein modified by the following: “The Annual meeting shall be held during the
month of November.” This
amendment was adopted by consent of all members of the Corporation entitled
to vote at the Annual meeting of |
|
AMENDMENT
4: |
Article
III, Section I shall be as present except wherein modified by the following: “The Annual meeting shall be held on the first
Tuesday in February.” This
amendment was adopted by consent of all members of the Corporation entitled
to vote at the Annual meeting of |
[1] Additional by-law adopted from
other by-laws of similar clusters in
[2] Additional by-law adopted from
other by-laws of similar clusters in
[3] Additional by-law adopted from
other by-laws of similar clusters in
[4] Additional by-law adopted from
other by-laws of similar clusters in