ARTICLE IIMEMBERSHIP...................

Section 1.Membershipin the Association

Section 2.Definitionof Membership.................

Section 3.VotingRights........

Section 4.ProxyRights.................


Section 1.AnnualMeeting.....

Section 2.Election ofOfficers.....

Section 3.Quorum....

Section 4.SpecialMeetings...

Section 5.ExclusionFrom Voting:Dues.........

Section 6.ExclusionFrom Voting:Policy........


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


Section 1.RequiredBoard Meetings...

Section 2.Other BoardMeetings...

Section 3.Quorums ofthe Board..




By Laws of the



1.      TheSouth Bay Cluster Association, herein referred to as "theAssociation", is a non-stock, non-profit Corporation organized under theprovisions of Chapter 2, Title 13.1, of the Code of Virginia.

2.      TheAssociation exists to take title to, hold, maintain, improve and beautify theland and facilities held in common by the homeowners within Block 2, Section70, Reston, Virginia, known as South Bay Cluster (the "Cluster"); andto provide certain services for homeowners.,

3.      Theaffairs of the Association are governed by the following by-laws.


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.


Section 1.Membership in the Association

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").† A person taking title to any lot as securityfor the payment of money or the performance of an obligation shall not be amember of the Association.

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.

Section 2.Definition of Membership

The owner or owners of record of any dwelling unit withinthe Cluster are members of the association.

Section 3.Voting Rights

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.

Section 4.Proxy Rights

Proxy voting is allowed only for a non-resident owner of adwelling unit.


Section 1.Annual Meeting

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.† Each homeowner will be notified in writingof the date, time, and place and of the proposed budget no less than ten daysbefore the meeting and no more than forty-five days.The place of the meeting shall be within ten road miles of theProperty.

Section 2.Election of Officers

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.

Section 3.Quorum

A quorum shall consist of seven voters.† The act of a majority of the members presentat 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 Article ofIncorporation of the Association, or by these By Laws.

Section 4.Special Meetings

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.† Place of meetings and notificationrequirements are the same as for an Annual Meeting.

Section 5.Exclusion From Voting:Dues

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).

Section 6.Exclusion From Voting:Policy

Members who are in violation of any adopted Associationpolicy may not vote at such meeting(s).


Section 1.Definition of Directors

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.

Section 2.Election of Directors

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.† The Directors vacating posts will act as atransition team for the new Board.Thenumber of Directors shall be five: President, Vice President, Secretary,Treasurer, and Member at Large.

Section 3.Removal of Directors

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.

Section 4.Filling Vacancies on Board

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.

Section 5.Directorsí Compensation

Officers/Directors will receive no pay or othercompensation.

Section 6.Duties of the Board

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.

Section 7.Board Committees

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.


Section 1.Required Board Meetings

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.

Section 2.Other Board Meetings

Other meetings of the Board may be held at the call of thePresident or a majority of Officers/Directors.

Section 3.Quorums of the Board

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




Note:Original ofthe By Laws is held by the Associationís registered agent.