TABLE OF CONTENTS
ARTICLE II† MEMBERSHIP
Section 1.† Membershipin the Association
Section 2.† Definitionof Membership.................
Section 3.† VotingRights........
Section 4.† ProxyRights.................
ARTICLE III† MEETING OFMEMBERS..
Section 1.† AnnualMeeting.....
Section 2.† Election ofOfficers.....
Section 3.† Quorum
Section 4.† SpecialMeetings...
Section 5.† ExclusionFrom Voting:† Dues
Section 6.† ExclusionFrom Voting:† Policy
ARTICLE IV† DIRECTORS
Section 1.† Definitionof Directors...
Section 2.† Election ofDirectors...
Section 3.† Removal ofDirectors...
Section 4.† FillingVacancies on Board...
Section 5.† DirectorsíCompensation...............
Section 6.† Duties ofthe Board.......
Section 7.† BoardCommittees
ARTIICLE V† .BOARD OFDIRECTORSí MEETINGS.
Section 1.† RequiredBoard Meetings...
Section 2.† Other BoardMeetings...
Section 3.† Quorums ofthe Board..
ARTICLE VI† AMENDMENTSTO THE BY LAWS....
By Laws of the
SOUTH BAY CLUSTER ASSOCIATION
The Association shall have and continuously maintain in theCommonwealth of Virginia a registered office and a registered agent whoseoffice is identical with such registered office, as required by the VirginiaNon-Stock-Corporation Act.† The addressof the registered office and the registered agent may be changed from time totime by the Directors and the registered office may be, but need not be,identical with the principal office of the corporation in the Commonwealth ofVirginia.
All persons owning of record any dwelling unit or lot on theproperty shown on the present or any subsequently recorded Deed of Dedicationof land within Block 2, Section 70, Reston, for which cluster common area isconveyed to the Cluster Association (the said land shown on any such Deed ofDedication being hereinafter referred to as the "Property").
No person shall be a member of the Association after heceases to be the owner of record of any dwelling unit or lot on the Property.
The Directors of the Association may, after affording themember an opportunity to be heard, suspend any person from membership in theAssociation during any period of time when there exists a violation of any ofthe provisions of the Deed of Dedication (including, but not limited to, thefailure to make any payment to the corporation when due and payable under theterms of the Deed of Dedication) with respect to the unit or lot he owns orwhen he is in violation of any rule or regulation adopted by the Associationwith respect to the Property.
Each member of the Association, by becoming such, agreesthat he shall be personally responsible for the payment of the charges createdunder the Deed of Dedication with respect to the dwelling unit or lot he ownsand for compliance by himself, his family, guest and invitees, with theprovisions of the said Deed and the rules; and regulations adopted by theAssociation with respect to the Property.
The qualifications set forth herein for membership in theAssociation shall be the only qualifications for such membership.
The owner or owners of record of any dwelling unit withinthe Cluster are members of the association.
Only members of the Association are eligible to vote InAssociation elections and only one vote per dwelling unit is permitted,regardless of the number of owners for that unit.
Proxy voting is allowed only for a non-resident owner of adwelling unit.
There shall be an Annual Meeting of the membership withinNovember.† The date, time, and place ofthe meeting will be selected by the Board Of Directors.
If necessary, the Annual Meeting will serve as an electionvehicle for new officers (Voting shall be by secret, written ballot.); toreview, approve and modify a proposed budget for the following calendaryear(s); and review reports of any items of past or planned activities of theAssociation.
A quorum shall consist of seven voters.
Special Meetings may be called by the President, by amajority of the Board of Directors, or by members of the Associationrepresenting not less than twenty percent of the votes.
Members who have not fully paid Association dues endassessments, due at the time of the Annual Meeting or a Special Meeting, maynot vote at such meeting(s).
Members who are in violation of any adopted Associationpolicy may not vote at such meeting(s).
The affairs of the Association shall be managed by its BoardOf Directors.† Among such Directors, thePresident, Vice President, Secretary and Treasurer shall also be known as theOfficers of the Corporation.
The Officers/Directors of the Association are elected by themembership at the Annual Meeting held in November. Commencing with November1989 elections, the term shall be as follows: President, 2 years; VicePresident, 1 year; Secretary, 1 year; Treasurer, 2 years; Member At Large, 1year. All terms on subsequent elections shall be for 2 years.
Terms will commence January 1st of the year followingelection.† Directors may serve no morethan two consecutive terms.† Having beenappointed to fill a vacancy, an Officer/Director may serve two electedterms.† After leaving the Board ofDirectors for any reason, at least one year must lapse before that person canserve again on the Board, either by election or by appointment.
Any Officer/Director may be removed by a majority vote ofthe Board, or a majority vote of the entire association, whenever it is judgedto be in the best interests of the Corporation.
Vacancies on the Board may be filled by a vote of themajority of the remaining Board members, or by a sole remaining Boardmember.† Persons appointed to vacant officeswill serve to the end of the normal term of that office.
Officers/Directors will receive no pay or othercompensation.
The Board of Directors is empowered to initiate any actionwhich is not prohibited by these By Laws.†Responsibilities include, but are not limited to, policy formulation,securing and continuing maintenance of commonly owned property, budgetformulation, and the submission of required local, state, and federal documents.
The Board of Directors may designate committees to servespecial interests of the association.†Committees do not have the authority of the Board of Directors and shallwork in concert with the Board to reach its goals.† No committee member may financially commit the Association.
The Board of Directors shall meet at least once per quarterand not later than fourteen days after the Annual Meeting of the Corporation,to implement any acts required by the membership and to transact such otherbusiness as required.† A meeting willtake place not later than fourteen days after a Special Meeting called for thesame purposes.
Other meetings of the Board may be held at the call of thePresident or a majority of Officers/Directors.
A quorum of the Board consists of threeOfficers/Directors.† A majority of thesepresent is required to approve any action.
These By Laws may be altered, amended, or replaced and newBy Laws formulated and voted on by the Association.
I certify that I am the elected Secretary of the South BayCluster Association and that these By Laws have been adopted at a GeneralMeeting of the Membership of the South Bay Cluster association on November 27,1989.
Name:† Shirley R.Walker
SOUTH BAY CLUSTER ASSOCIATION
Note:† Original ofthe By Laws is held by the Associationís registered agent.