KINGS PARK WEST COMMUNITY ASSOCIATION
NAME AND LOCATION. The name of the corporation is KINGS PARK WEST COMMUNITY ASSOCIATION hereinafter referred to as the "Association". The principal office of the corporation shall be located at Suite 270, 7010 Little River Turnpike, Annandale, VA 22003. The Association’s mailing address is Post Office Box 2324, Fairfax, VA 22031, but is subject to change and publication thereof as may be determined by the Board of Directors. Meetings of members and directors may be held at such places within the Commonwealth of Virginia as may be designated by the Board of Directors.
Section 1. "Association" shall mean and refer to Kings Park West Community Association, its successors and assigns.
Section 2. "Properties" shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions and Restrictions, and such additions thereto as may hereafter be 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, of equitable or beneficial title (or legal title if same has merged) of any Lot.
Section 6. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the properties recorded in the Office of Clerk of the Court, Fairfax County, Virginia.
Section 7. "Member" shall mean and refer to those persons entitled to membership as provided in the Declaration.
MEETING OF MEMBERS
Section 1. Annual Meetings. The first annual meeting of the members shall be held within one (1) year from the date of incorporation of the Association, or as set by the Board of Directors, and each subsequent regular annual meeting of the members shall be held in the same month of each year thereafter, at a date and time set by the Board of Directors.
Section 2. Special Meeting. 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 members who are entitled to vote one-fourth (1/4) of all the votes outstanding in 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 thereat, 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 cast, or of proxies entitled to cast, one-tenth (1/10) of the votes 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 thereat shall have 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.
BOARD OF DIRECTORS
Section 1. Number. The affairs of this Association shall be managed by a Board of Directors not to exceed nine (9) in number but not less than three (3) directors, who shall be members of the Association. 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 their 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 shalI 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 directors or officers of the Association may receive any compensation for rendering services as directors or officers of the Association. Directors and officers may be reimbursed for his 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 or electronic mail approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating 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 filled. Such nominations may be made from among members or non-members.
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 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.
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, 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.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
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 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 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, foreclose-the lien of the assessments and/or bring an action at law against the owner personally obligated for 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.
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Officers. The Officers of this Association shall be a president and vice-president, who shall at all times be members of the Board of Directors, a secretary and a treasurer, and such other officers as the Board of Directors may from time to time by resolution create.
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 of Directors 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 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:
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.
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.
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 addresses, and shall perform such other duties as required by the Board.
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 proper 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.
Section 9. Indemnification. The Association shall indemnify each individual director, officer, or employee of the Association against expenses and liabilities (including attorney's fees) actually and necessarily incurred by them, or imposed on them, in conjunction with any action, suit or proceeding in which they or any of them are made parties, or in which they become involved as a party, by reason of being or having been officers or an officer of the Association, or any settlement thereof, whether or not they are officers at the time such expenses are incurred, except in relation to matters as to which any such officer or former officer shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty. Any indemnification payments shall be specifically authorized by the Board of Directors or, at their discretion, by independent counsel. Any potential obligations under this Article may, at the discretion of the Board, be funded by insurance.
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.
BOOKS AND RECORDS
The books, records and papers of the Association shall at all time, 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 reasonable cost.
As more fully provided in the Declaration, 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. 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 six percent (6%) 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.
The Association shall have a seal in circular form having within its circumference the words: Kings Park West Community Association.
Section 1. These By-Laws may be amended, at a regular or special meeting of the members, by a vote of a majority or a quorum of members present in person or by proxy.
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.
The fiscal year of the Association shall begin on the first day of June and end on the 31st day of May.
IN WITNESS WHEREOF, we being all the Directors of Kings Park West
Community Association have hereunto set our hands this _23_ day of_June, 2004.
Dan Barney Tom Coldwell
Armand Fournier Joe Meyer
John Ostrom Bernie Shinal
PROPERTY OWNED BY
KINGS PARK WEST COMMUNITY ASSOCIATION
(1) Outlot B, Section 1, KINGS PARK WEST (26,213 square feet)
(2) Parcel J, Section 5, KINGS PARK WEST (1,715 square feet)
(3) Outlot W, Section 15, KINGS PARY WEST (33,323 square feet)
(4 ) Parcel A, Section 16, KINGS PARK WEST (158,601 square feet)
(5 ) Parcel B, Section 17, KINGS PARK WEST (21,048 square feet)
(6 ) Outlot Z, Section 17, KINGS PARK WEST (18,486 square feet)
(7 ) Parcel C, Section 18, KINGS PARK WEST (399,850 square feet)
(8 ) Parcel A, Section 21, KINGS PARK WEST (114,364 square feet)
(9 ) Parcel B, Section 21, KINGS PARK WEST (327,327 square feet)
(10 ) Parcel C, Section 22, KINGS PARK WEST (799,713 square feet)
(11 ) Parcel D, Section 22, KINGS PARK WEST (23,326 square feet)