The name of the corporation
is CABELL’S MILL COMMUNITY
ASSOCIATION hereinafter referred
to as the “Association.” The
Principal office of the
corporation shall be located at
9401 Lee Highway, Suite 403
,
Fairfax
,
Virginia
22031
but meetings of members and
directors may be held at such
places within the State of
Virginia
as may be designated by the Board
of Directors.
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Section 1. “Association”
shall mean and refer to Cabell’s
Mill Community Association, its
successors and assigns.
Section 2. “Properties”
shall mean and refer to the
certain real property described in
the Declaration of Covenants,
Conditions and Restrictions, and
such additions thereto as may
hereafter by brought within the
jurisdiction of the Association.
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 any
plot of land shown upon any
recorded subdivision map of the
Properties with the exception of
the Common Area.
Section 5. “Owner”
shall mean and refer to the record
owner, whether one or more persons
or entities, or equitable or
beneficial title (or legal if same
has merged) of any
Lot
.
The foregoing does not
include persons or entities who
hold an interest in any
Lot
merely as security for the
performances of an obligation. The
term “Owner” shall not include
a Developer, who for this
Declaration shall be defined as a
builder, contractor, investor or
other person or entity who
purchases a
Lot
in Cabell’s Mill for the
purposes of resale thereof to a
Public Purchaser, or for the
purposes of construction
improvements thereon for resale to
a Public Purchaser.
Section 6. “Declarant”
shall mean and refer to Richmarr
Construction Corporation, a
Delaware
corporation, its successors and
assigns, if such successors or
assigns should acquire more than
one undeveloped
Lot
from the Declarant for the purpose
of development.
Section 7. “Declaration”
shall mean and refer to the
Declaration of Covenants,
Conditions and Restrictions
applicable to the properties
recorded in the Office of Clerk of
Court,
Fairfax County
,
Virginia
.
Section 8. “Member”
shall mean and refer to those
persons entitled to membership a
provided in the Declaration.
Section 9. “Public
Purchaser” shall mean any person
or other legal entity who becomes
an Owner of any
Lot
within Cabell’s Mill.
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Section 1. Annual
Meetings. The
first annual meeting of the
members shall be held within one
year from the date of
incorporation of the Association,
and each subsequent regular annual
meeting of the members shall be
held on the same day of the same
month of each year thereafter, at
the hour of
8:00 o’clock P.M.
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
meeting of the members may be
called at any time by the
president or by the Board of
Directors, or upon written request
of the non Declarant members who
are entitled to vote on one-fourth
(1/4) of all the votes outstanding
in each class of non-Declarant
memberships.
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 each
notice, postage prepaid, at least
fifteen (15) days before such
meeting to each member entitled to
vote there, 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 vote or of proxies
entitled to vote, one-tenth (1/10)
of the votes each class 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 there 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
Lots.
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Section 1. Number. The
affairs of this Association shall
be managed by a Board of not to
exceed nine (9) in number but not
less than three (3) directors, who
shall be members of the
Association, except for the
members of the Board of Directors
appointed by the Declarant. The
directors elected shall be of the
classes and terms of office
specified in Section 2 of this
Article IV, and the number of
directors elected to each class
shall be so apportioned among the
classes so as to make all classes
as nearly equal in number as may
be possible. The
Board shall determine the initial
number of Board members, however,
upon cessation of the
Declarant’s class of membership
as more fully defined in the
Declaration, the Members of the
Association shall determine the
number of Board members.
Section 2. Term
of Office. The
Board of Directors shall be
divided into three (3) classes of
membership as near equal in number
as possible, with the term of
office of one class expiring each
year. At
the first annual meeting of
members, directors of the first
class shall be elected for three
(3) years, the members of the
second class shall be elected for
two (2) years and the members of
the third class shall be elected
for one (1) year. Thereafter,
at each annual meeting of the
members, the successors to the
class of Directors whose terms
shall then expire shall be elected
for a term of three (3) years. When
the aggregate number of directors
is changed, any increase or
decrease shall be so apportioned
among the classes so as to make
all classes as nearly equal in
number as may be possible. No
decrease in the aggregate number
of directors shall shorten the
term of any incumbent director.
Section 3. Removal. Any
director 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
successor shall be selected by the
remaining members of the Board and
shall serve for the unexpired term
of his predecessor.
Section 4. Compensation. No
director shall receive
compensation for any service he
may render to the Association. However,
any director may be reimbursed for
this actual expenses incurred in
the performance of his duties.
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.
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Section 1. Nomination. Nomination
for election to the Board of
Directors shall be made by a
Nomination Committee. Nominations
may also be made from the floor at
the annual meeting subject to
procedural rules adopted by the
Board. Such
rules shall not be established so
as to exclude any member desiring
to be a candidate or desiring to
submit the name of a candidate
from so doing. The
Nominating Committee shall consist
of
a Chairman, who shall be a
member of the Board of Directors,
and two or more members of the
Association. The
Nominating Committee shall be
appointed by the Board of
Directors prior to each annual
meeting of the members, to serve
from the close of such annual
meeting until the close of the
next annual meeting and such
appointment shall be announced at
each 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.
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 cast
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. Regular
Meetings. Regular
meetings of the Board of Directors
shall be held monthly without
notices, 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. Powers. The
Board of Directors shall have
power to:
(a) 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) suspend
the voting rights and right to 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) exercise
for the Association all powers,
duties and authority vested in or
delegated to this Association all
powers, duties and authority
vested in or delegated to this
Association and not reserved to
the membership by other provisions
of these By-Laws, the Articles of
Incorporation, or the Declaration;
(d)
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) 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 to:
(a) 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 the Class A
Members who are entitled to vote;
(b)
supervise all officers agents and
employees of this Association, and
to see that their duties are
properly performed;
(c)
as more fully provided in the
Declaration, to:
(1) fix
the amount of the annual
assessment against each
Lot
at least thirty (30) days in
advance of each annual assessment
period;
(2) send
written notice of each assessment
to every Owner subject thereto at
least thirty (30) days after due
date or to bring an action at law
against the owner personally
obligated to pay the same.
(d) issue,
or to cause an appropriate officer
to issue, upon demand by any
person, a certificate setting
forth whether or not any
assessment has been paid. A
reasonable charge may be made by
the Board of Directors for the
issuance of these certificates. If
a certificate states an assessment
has been paid, such certificate
shall be conclusive evidence of
such payment.
(e) procure
and maintain adequate liability
and hazard insurance on property
owned by the Association;
(f) cause
all officers or employees having
fiscal responsibilities to be
bonded, as it may deem
appropriate;
(g)
cause the Common
Area to be maintained;
(h)
approve an annual
budget.
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Section
1. Enumeration
of Officers. The
officers of this Association shall
be a president, vice-president,
secretary and treasurer. The
President and Vice President shall
at all times be members of the
Board of Directors.
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 shall sooner
resign, or shall be removed, or
otherwise 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
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 by appointment by the
Board. The
officer appointed to such vacancy
shall serve for the remainder of
the term of the officer he
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:
President
(a) 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
leases, mortgages, deeds and other
written instruments and shall
co-sign all promissory notes, and
checks from such accounts as the
Board may from time to time
determine. He
shall make appointments of
Committee Chairman of all Standing
Committees.
Vice-President
(b) the
vice-president shall act in the
place and stead of the president
in the event of his absence,
inability or refusal to act, and
shall exercise and discharge such
other duties as may be required of
him by the Board.
Secretary
(c) 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 address, and
shall perform such other duties as
required by the Board.
Treasurer
(d) the
treasurer shall receive and
deposit in appropriate bank
accounts all monies of the
Association and shall cause the
disbursement of such funds as
directed by resolution of the
Board of Directors; shall co-sign
all promissory notes and checks
from such accounts as the Board
may from time to time determine;
keep roper 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 be the
chief officer responsible for the
preparation of an annual budget
and a statement of income and
expenditures to be represented to
the membership at its regular
annual meeting, and deliver a copy
of each to the members.
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The
Association shall appoint a
Nominating Committee, as provided
in these By-Laws. In
addition, the Board of Directors
shall appoint other committees as
deemed appropriate in carrying out
its purpose.
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The
books, records and papers of the
Association shall at all times,
during reasonable business hours,
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 a reasonable cost.
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As more
fully provided in the Declaration,
each member is obligated to pay to
the Association annual and special
assessments which are secure by a
continuing lien upon the property
against which the assessment is
made. Any
assessments which are not paid
when due shall be delinquent. If
the 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, 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, 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
nonuse of the Common Area or
abandonment of his
Lot
.
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The
Association shall have a seal in
circular form having within its
circumference the words:
CABELL’S MILL COMMUNITY
ASSOCIATION.
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Section
1. These
By-Laws may be amended, at a
regular or special meeting of the
members, by a vote of a majority
of a quorum of the members present
in person or by proxy, provided,
however, that in the event VA
and/or FHA are involved, such
amendment shall require the
approval of such agency.
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.
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The
fiscal year of the Association
shall being on the first day of
January and end on the 31st
day of December of each year,
except that the first fiscal year
shall begin on the date of
incorporation.
IN
WITNESS WHEREOF, we being all the
Directors of Cabell’s Mill
Community Association have
hereunto set our hands this ____
day of ________, 1981.
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