Glencourse Cluster - Governing Documents

ARTICLES OF INCORPORATION
OF
GLENCOURSE CLUSTER ASSOCIATION

We hereby associate to form a non-stock corporation under the provisions of Chapter 2 of Title 13.1 of the Code of Virginia, and to that end set forth the following:

1. The name of the corporation is to be GLENCOURSE CLUSTER ASSOCIATION.

2. The purpose or purposes for which the corporation is organized are:

(a) To take title to, hold, maintain, improve, and beautify, without profit to itself, for the use in common of all the members thereof, their families, guests, and invitees, such parking areas, streets, open spaces, paths, and other facilities, as from time to time may be conveyed to it pursuant to a Deed of Resubdivision and Rededication to be recorded in the Clerk’s Office of Fairfax County, Virginia, or pursuant to any subsequent deed resubdividing the land dedicated as aforesaid; to enforce the covenants, restrictions, reservations, servitudes, profits, licenses, conditions, agreements, easements, and liens provided in the Deed of Resubdivision and Rededication or any subsequent deed to be enforced by the corporation; and to assess, collect, and disburse the charges created under said Deed or subsequent deed, all in the manner set forth in, and subject to the provisions of, the said Deed or subsequent deed.

(b) To do any and all lawful things and acts that the corporation may from time to time, in its discretion, deem to be for the benefit of the property shown within Blocks IC and ID, Section 44, on the plat attached to the Deed of Resubdivision and Rededication to be recorded among the land records of Fairfax County, Virginia, or on any subsequent plat filed pursuant to the provisions of said Deed (hereinafter referred to as the “Property”) and the owners and inhabitants thereof or advisable, proper, or convenient for the promotion of the peace, health, comfort, safety, or general welfare of the owners and inhabitants thereof.

3. Provisions for the regulations of the internal affairs of the corporation are:

(a) The corporation is not organized for pecuniary profit, nor shall it have any power to issue certificates of stock or pay dividends and no part of the net earnings or assets of the corporation shall be distributed, upon dissolution or otherwise, to any individual. The corporation may establish from funds collected by it funded reserves for replacement and for working capital, but no such sums may be assessed, collected, retained, or expended other than for the maintenance, repair, replacement, or improvement of the land and facilities of the corporation acquired as provided in Paragraph 2(a) above. The corporation may pay compensation in reasonable amounts to its members, directors, or officers, for service, including pensions.

(b) The following shall be members of the corporation:

The Yeonas Company (which, together with any successor to all or substantially all its business of developing Glencourse Cluster, is referred to herein as the “Developer”), and
All persons owning of record any dwelling unit on the Property (except a person taking title as security for payment of money or the performance of an obligation).

No person 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 Deed of Resubdivision and Rededication (including but not limited to, the failure to make any payment to the corporation when due and payable under the terms of said Deed) 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, agrees that he shall be personally responsible for the payment of the charges created under the Deed of Resubdivision and Rededication 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.

The qualifications set forth herein for membership in the corporation shall be the only qualifications for such membership.

(c) The members of the corporation shall have the right to vote for the election and removal of directors. Each member of the corporation shall have one vote, except that:

The Developer owning a multi-family dwelling and/or more than one dwelling unit shall have the number of votes equal to the number of such dwelling units (including any contained in such multi-family dwelling) owned.
When any dwelling unit on the Property is owned of record in joint tenancy or tenancy-in-common, or in any manner of joint or common ownership, such owners shall collectively be entitled to only that number of votes to which one person would be entitled were he the owner of such dwelling unit. 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.
Only a member of the corporation (other than the Developer) residing in the dwelling unit with respect to which he is entitled to vote, shall have the right to vote.

(d) 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 as they shall deem fit.

(e) The corporation may contract with the Developer or with any other person for the performance, as its agent, of any of the powers, duties, or functions of the corporation which may be lawfully delegated to it.

(f) Subject to conditions and qualifications set forth in the Virginia Non-Stock Corporation Act, the corporation shall indemnify any director or officer, or former director or officer, or any person who may have served at its request as a director or officer of another corporation in which it owns shares or capital stock or of which it is or was a creditor, and the personal representative of any of the foregoing, against any and all expenses, including attorney’s fees, judgments, and amounts paid in settlement (before or after suit is commenced), actually and necessarily incurred by him in connection with the defense or settlement of any claim, action, suit, or proceeding in which he is made a party, or is a party, or which may be asserted against him by reason of his being or having been such a director or officer, or in connection with an appeal therein, unless he, or his testator, or intestate shall be finally adjudged, in such action, suit, or proceeding to be liable for negligence or misconduct in the performance or duty. Such indemnification shall be in addition to any other rights to which those indemnified maybe be entitled under any law, by-law, agreement, or otherwise.

4. The management of the affairs of the corporation shall be vested in the directors. Only members of the corporation, their spouses, and designees of The Yeonas Company shall be eligible to act as directors of the corporation. The length of the initial term of each of the directors constituting the initial Board of Directors is set forth in paragraph 6 below. The first election of directors by the members of the corporation shall be at the first annual meeting of the members. The directors elected by the members at the first election of directors and thereafter, 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 may be filled at any meeting of the Board of Directors 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.

5. The post office address of the initial registered office of the corporation is 1415 N. Courthouse Road, Arlington, Virginia. The name of the City or County in which the initial registered office is located is the County of Arlington, Virginia. The name of the corporation’s initial registered agent is Thomas G. Mays, who is a resident of the State of Virginia, a member of the Virginia State Bar and whose business office is the same as the registered office of the corporation.

6. The number of directors constituting the initial Board of Directors is five and the names, addresses, and length of the initial term of the persons who are to serve as the initial directors are:

Name	Address	Initial Term
Siemar Koller Carl W. May George C. Collett Alvin G. McKay Peter Pascucci	Rockville, Maryland Fairfax, Virginia Reston, Virginia Burke, Virginia Springfield, Virginia	1978 1978 1977 1977 1976

Dated August 21, 1974

Signed:
Margaret R. Hulit
Stephen R. Clineburg
Patricia M. Rountree
Incorporators

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BYLAWS OF
GLENCOURSE CLUSTER ASSOCIATION, INC.

Articles: I, II, III, IV, V, VI, VII, VIII, IX, X, CERTIFICATION.

ARTICLE I (top)

Name and Location
The name of the Association is Glencourse Cluster Association, Inc., and it is located in Fairfax County, Virginia.

ARTICLE II (top)

Definitions
SECTION 1. “The Association” shall mean and refer to Glencourse Cluster Association, Inc., and its successors and assigns.

SECTION 2. “Owner” shall mean and refer to the record owner, whether one or more persons or entities, of a fee simple title to any Lot which is a part of the subdivision, excluding entities that may have an interest therein to secure the performance of an obligation.

SECTION 3. “Common Area” shall mean all real property owned by the Association for the common use and enjoyment of the owners.

SECTION 4. “Lot” shall mean and refer to all those lots in Glencourse Cluster as shown on the recorded subdivision plats of Glencourse Cluster.

SECTION 5. “Governing Documents” shall mean and refer to the Governing Documents of Reston Association (The First Deed of Amendment to the Deed of Amendment to the Deeds of Dedication of Reston, the Restated Articles of Incorporation of Reston Association, and the Amended Bylaws of Reston Association) dated May 2, 2006, and containing the Covenants, Conditions, and Restrictions applicable to Reston and the Glencourse Cluster subdivision, and all amendments thereto, recorded in the office of the Clerk of the Circuit Court of Fairfax County, Virginia, and the Governing Documents of Glencourse Cluster Association (the Articles of Incorporation).

SECTION 6. “Member” shall mean and refer to those persons entitled to membership as provided in the Articles of Incorporation applicable to the Association, or any amendment thereto.

ARTICLE III (top)

Meetings of Members
SECTION 1. Annual Meetings. There shall be an annual meeting of members of the Association in March at such date, time, and place as the Board may select.

SECTION 2. Special Meetings. A special meeting of members may be held on an individual and personal basis at the call of the President or by a majority of the Board of Directors or by a petition signed by not less than 20% of the members entitled to vote. A call by the members shall reach the Secretary at least forty-five (45) days prior to the requested date of the meeting. The Association shall charge those members who call the meeting with the costs associated with the call and holding of the special meeting: a bond, cash deposit, or letter of credit from a financial institution acceptable to the Board of Directors, in the amount of $5,000 shall accompany the request for the call.

SECTION 3. Quorum. One tenth (1/10) of the members entitled to vote shall constitute a quorum for the transaction of Association business, including the election of the Directors. If a quorum is not present (in person or by proxy) at a members’ meeting, the members entitled to vote shall have the power to adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum is present or be represented.

SECTION 4. Notice of Meetings. Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than fourteen (14) days nor more than fifty (50) days prior to the meeting either personally or by mail to each member entitled to vote. If mailed, such notice shall be deemed to be deliverable when deposited in the United States Postal Service, addressed to the member at his/her lot and at such other address as it appears on the records of the Association. Notice of a members meeting to act on an amendment to the Articles of Incorporation shall be delivered not less than twenty-five (25) nor more than fifty (50) days before such meeting, and a copy of the proposed amendment shall be included with the notice. Members in good standing with the Association, who wish to have motions considered at the Annual Meeting, must submit the motions in writing five (5) business days prior to the meeting.

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 Association’s Secretary prior to the meetings. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his lot.

SECTION 6. Voting. Voting rights in the Association by members shall be subject to those restrictions provided in the Declaration, including without limitation the suspension of voting rights.

SECTION 7. Procedures. Meetings of the members shall be conducted in accordance with the most current edition of Robert’s Rules of Order.

ARTICLE IV (top)

Board of Directors
SECTION 1. Number. The affairs of the Association shall be managed by a Board of Directors consisting of five (5) Board members, all of whom are members of the Association.

SECTION 2. Term of Office and Qualifications. Election of directors and their terms shall be as follows:

(a) The Board of Directors in office at the time of the adoption of these Bylaws shall carry out the duties of the Board. The Directors in office at the time of the adoption of these bylaws shall complete their current three-year terms, with new Directors to be elected as such terms expire. Director terms shall all be three year terms, resulting a staggered terms whereby no more than two (2) director vacancies are ordinarily being filled at any given annual meeting of the members. All Director terms commence on the 1st day of April in the year elected and end on the 31st day of March of the third year after elected.

(b) The Association members may be elected to the Board of Directors by a plurality, and the recipients of the largest number of votes for the respective positions being filled shall be elected. In the event of a tie vote for a contested director position, a runoff vote between the tying parties will be held. Cumulative voting is not permitted. Term of office for Board members shall commence on April 1 of the year of election.

(c) Any candidate for director who is delinquent in the payment of assessments shall be ineligible for office. A delinquent account shall, among other things, constitute cause to remove a director from office.

(d) No member may be a candidate for director if a member of his or her family (either by blood, adoption, or marriage) is a director and is also living within the prospective candidate’s household.

SECTION 3. Removal. Any director may be removed from the Board, with cause, by a majority vote of a quorum of members at a meeting called for that purpose. When a director is removed by the members, the members shall elect another member to fill for the remainder of its term the vacancy created. In the event of death or resignation of a director, a temporary successor shall be selected by approval of a majority of the remaining members of the Board (whether a quorum or not), and shall serve until the next annual meeting when the members of the Association shall elect a new director to serve for the remainder of the term.

SECTION 4. Compensation. No director shall receive compensation for any service they may render to the Association. However, any director may be reimbursed for their pre-approved actual expense incurred in the performance of their duties, as directed by the Board.

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 unanimous written approval of all directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.

ARTICLE V (top)

Nomination and Election of Directors
SECTION 1. Nomination. Nomination for election to the Board of Directors may be made by a nominating committee or from the floor at the annual meetings. The Board of Directors shall select the nominating committee members each year prior to the annual meeting. The nominating committee shall nominate at least enough members to fill all seats that will be vacated at the end of the then-existing term of the Board.

SECTION 2. Election. Election to the Board of Directors shall be by secret written ballot unless waived by vote at the annual meeting of the members. Persons receiving the largest number of votes shall be elected, and election by a plurality is permitted. Cumulative voting in not permitted.

ARTICLE VI (top)

Meetings of the Board of Directors
SECTION 1. Regular meetings. The Board of Directors shall meet as necessary, but not less than four (4) times per year. The first meeting of the Board of Directors shall be held within thirty (30) days of the annual meeting of the members. The date, time, and place will be established by the Board and published where it is reasonable calculated to be available to a majority of members and shall be sent by first-class mail or email to any member requesting such notice. Board meetings, except executive sessions, shall be open to the Association members. The Board shall have the right to meet in person or by telephone to carry out its duties. The Board may, if necessary, cancel the meeting or change the meeting date, time, or location.

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 three (3) days notice to each director. Notice, reasonable under the circumstances, of special or emergency meetings of the Board of Directors shall be given contemporaneously to the Owners with the notice provided the directors.

SECTION 3. Quorum. A majority of the number of Directors specified in these Bylaws shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of a quorum at a meeting with a quorum of directors shall be regarded as an act of the Board.

ARTICLE VII (top)

Powers and Duties of the Board of Directors
SECTION 1. Powers. The Board of Directors shall have the power to:

(a) Adopt and publish rules and regulations governing the use of the common areas and facilities, and the personal conduct of the members and their guests thereon; and to establish remedies for violations of the rules and regulations.

(b) Suspend the voting rights and right of a member to use of the Association’s facilities or common property during any period in which such member shall be in default in the payment of any assessment levied by the Association; or, following notice and a hearing, for infraction of published rules and regulations.

(c) Exercise for the Association all powers, duties, and authority vested in or delegated to the Association and not reserved to the membership by other provisions of these Bylaws, the Declaration, or Articles of Incorporation, including without limitation determining annual budgets and assessment amounts.

(d) Employ a manager, legal counsel, or other independent contractors to carry out the functions required by the Association and to specify their duties.

(e) Appoint members to all committees appropriate to carrying out the business of the Association.

(f) Order repairs, restoration, and maintenance (to the exterior) of any property to the extent permitted by law.

(g) Sue in the Association’s name, and cause defense of suits against the Association.

(h) Exercise those powers afforded at law or by statute unless otherwise restricted or reserved by the Association’s Declaration and/or Articles of Incorporation.

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

(a) Keep the minutes of its meetings, including all votes taken and decisions reached.

(b) Maintain the books and records of the Association which shall be available for inspection by any member, pursuant to controlling law, when requested in writing.

(c) Cause to be prepared an annual fiscal report for review by the membership at its annual meeting. The report shall list, without limitation, the current year’s budget, the actual expenses for each line item to date, the budget for next fiscal year with the assessments for each class of members, the expenses to be charged to membership, the status of all funds either in reserve or in actual active accounts.

(d) Use all legal and/or equitable means to collect assessments due to the Association when an Owner fails to pay within 30 days of the due date of each assessment.

(e) Cause notification to members when their (exterior) maintenance is not in compliance with applicable covenants or Rules and Regulations.

(f) Monitor the actions taken by the manager, legal counsel, or other independent contractors selected by the Board and carrying out the duties assigned to them by the Board.

(g) Provide for the maintenance and upkeep of the Common areas.

(h) Have all the Association officers with fiscal responsibilities bonded as deemed appropriate.

(i) Procure and maintain adequate liability and hazard insurance on property owned by the Association.

(j) Issue, upon demand by any person, a certificate that states whether or not any assessment has been paid by the members. Collect a fee for issuance of the certificate in an amount deemed appropriate by the Board.

ARTICLE VIII (top)

Officers and Their Duties
SECTION 1. Enumeration of officers. The officers of the Association shall be president, vice-president, treasurer, and secretary, all of whom shall be elected by the members. The secretary and the treasurer may be the same person.

SECTION 2. Election of Officers. The Board of Directors shall elect the officers of the Association at the first regular meeting of the Board of Directors following the Annual Meeting of the members.

SECTION 3. Special Appointments. The Board may appoint such other officers (e.g., assistant secretary) 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. Multiple Offices. No officer positions shall be held simultaneously by one person except (1) the Secretary and Treasurer positions; and (2) special officer positions created under authority of Section 3 of this Article.

SECTION 6. Duties. The duties of each elected officer shall be 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; shall sign all legal documents affecting the Association; and shall sign promissory notes.

(b) Vice-President. The vice-president shall act in the place and stead of the president in the event of the president’s absence, inability, or refusal to carry out his duties as president. The vice-president shall carry out such other duties as are required 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; serve notice of meetings of the Board and of the members; and keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other appropriate duties as are required by the Board. As approved by the Board of Directors, the secretary may be assisted by the property managers or management agents in performing the duties of secretary.

(d) Treasurer. The treasurer, or the treasurer’s designated agent as approved by the Board, 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 of the Association; keep proper books of accounts; 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 the annual fiscal report to be made available to the Association members. As approved by the Board of Directors, the treasurer may be assisted by property managers or management or other appropriate agents in performing the duties of treasurer, including without limitation, signature authority when deemed appropriate.

SECTION 7. Resignation; Removal. An officer may resign at any time by delivering written notice to the Association’s Board of Directors. A resignation shall be effective when delivered to the Association’s Board of Directors unless a later date is specified. The Board of Directors, by a majority vote of a quorum of the Board, may remove any officer at any time with cause.

SECTION 8. Vacancies. A vacancy in any office may be filled by a vote of the Board of Directors. The officer appointed to fill a vacancy shall serve for the remainder of the term of the officer that was replaced.

ARTICLE IX (top)

Assessments
As more fully provided in the Governing Documents, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. The Board of Directors may declare the entire balance of any assessments payable in installments immediately due and payable upon delinquency in the payment of any such installment. If an assessment is not paid within thirty days after the due date, the assessment shall bear interest from the date of delinquency at the legal rate prescribed in the Code of Virginia, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property. The Association may avail itself of any and all remedies, said remedies being cumulative and not exclusive. Late charges, interest, all costs of collection, and reasonable attorney’s fees of any such action shall be added to any other assessments due on the assessment account, and shall be recoverable by the Association. No Owner may waive or otherwise escape liability for the assessments and other charges provided for herein by non-use of the Common Area or other abandonment of his Lot.

ARTICLE X (top)

Miscellaneous
SECTION 1. Amendments. These Bylaws may be amended, following notice to the members, at a meeting of the Association’s Board of Directors, by a vote of a majority of a quorum of the Board of Directors. Such amendment must subsequently be approved at a meeting of the members at which a quorum is present, in person or by proxy, by a majority of members at the meeting. All amendments by members must be approved by the Board prior to approval by the members.

SECTION 2. Fiscal Calendar. The fiscal calendar of the Association shall begin on the 1st day of April and end on the 31st day of March of every year.

SECTION 3. Conflict. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles of Incorporation shall control; and in the case of any conflict between the Governing Documents and these Bylaws, the Governing Documents shall control.

CERTIFICATION (top)
These Bylaws were approved by the Board of Directors of Glencourse Association, Inc. on the 20th day of February, 2007.

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