BY-LAWS
OF
ARTICLE
I
NAME AND LOCATION
The name of the corporation is Sheffield Homeowners
Association hereinafter referred to as the “Association”. The principal
office of the corporation shall be located at
ARTICLE
II.
DEFINITIONS
Section 1.
Association shall mean and refer to Sheffield Homeowners 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.
Section 3.
Common Area shall mean all real property owned by the Association for
the common uses and enjoyment of the members of the Association.
Section 4.
Section 5.
Member shall mean and refer to every person or entity who
holds a membership in the Association.
Section 6.
Owner shall mean and refer to the record owner, whether one or more
persons or entities, of the fee simple title to any Lot which is a part of the
Properties, including contract sellers, but excluding those having such
interest merely as security for the performance of an obligation.
Section 7.
Declarant shall mean and refer to SHEFFIELD DEVELOPMENT LIMITED
PARTNERSHIP, its successors and assigns, if such successors and assigns should
acquire more than one undeveloped
ARTICLE
III
MEMBERSHIP
Section 1.
Membership. Every
person or entity who is a record owner of a fee or undivided fee interest in
any townhouse
Section 2.
Suspension of Membership. During any
period in which a member shall be in default in payment of an annual or special
assessment levied by the Association, the voting rights of
such member in the Association may be suspended by the Board of Directors
until such assessment has been paid. Such rights of a member may also be
suspended, after notice and hearing, for a period not to exceed thirty (30)
days, for violation of any rules and regulations established by the Board of
Directors governing the use of the Common Area and Facilities.
ARTICLE
IV
PROPERTY RIGHTS: RIGHT OF ENJOYMENT
Each member shall be entitled to the use and enjoyment
of the Common Area and facilities as provided in the Declaration. Any
member may delegate his right of enjoyment of the Common Area and facilities to
members of his family, his tenants or contract purchasers, who reside on the
property. Such member shall notify the secretary, ion writing, of the
name of any such delegee. The rights and privileges of such delegee are
subject to suspension to the same extent as those of the member.
ARTICLE
V
BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE
Section 1.
Number. The affairs of
this Association shall be managed by a Board of five (5) directors, who need
not be members of the Association.
Section 2.
At the first annual meeting the members shall elect two (2)
directors for a term of one (1) year, two (2) directors for a term of two (2)
years and one (1) director for a term of three (3) years; and thereafter all
directors shall be elected for a term of three (3) years.
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 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 approval of all directors. Any action so approved shall have the
same effect as though taken at a meeting of the directors.
ARTICLE
VI.
MEETINGS OF DIRECTORS
Section 1.
Regular Meetings. Regular meetings of the
Board of Directors shall be held monthly without
notice, as 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.
ARTICLE
VII.
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. The Nominating Committee shall consist of a Chairman, who
shall be a member of the Board of Directors and tow 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.
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.
ARTICLE
VIII.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1.
Powers. The Board of Directors shall have
power to:
Adopt and publish rules and regulations governing the use of Common Area and
facilities, and the personal conduct of the members and their
guests thereon, and to establish penalties for the infraction thereof;
Exercise for the
Association all powers, duties and authority vested in or delegated to this
Association and not reserved to eh membership by other provisions of these
By-Laws, the Articles of Incorporation, or the Declaration.
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
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:
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;
Supervise all officers, agents and employees of this Association, and to see
that their duties are properly performed;
As more fully provided herein, and in the Declaration, to:
prepare the annual budget;
fix the amount of the annual assessment against each
send written notice of each assessment to every Owner
subject thereto at least thirty (30) days in advance of each annual assessment
period.
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 for the issuance of
these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence
of such payment;
procure and maintain adequate liability and hazard
insurance on the property owned by the Association
cause all officers or employees having fiscal
responsibilities to be
bonded, as it may deem appropriate; and
cause the Common Area to be maintained.
ARTICLE
IX COMMITTEES
Section 1.
The Association shall appoint an Architectural
Control committee, as provided in the Declaration, and 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 purposes,
such as:
a Maintenance Committee which shall advise the
Board of Directors on all matters pertaining to maintenance, repair or
improvement of the Properties, and shall perform such other functions as the
Board, in its discretion, determines;
a Publicity Committee which shall inform the members of all activities
and functions of the Association, and shall, after consulting with the Board of
Directors, make such public releases and announcements as are in the best
interests of the Association; and
an Audit Committee which shall supervise the annual
audit of the Association’s books and approve the annual budget and statement of
income and expenditures to be presented to the membership at its regular annual
meeting. The Treasurer shall be an exofficio member of the
Committee.
Section 2.
It shall be the duty of each committee to receive complaints from members on
any matter involving the Association functions, duties, and activities within
its field of responsibility. It shall dispose of such complaints
as it deems appropriate or refer them to such other committee, director or
officer of the Association as is further concerned with the matter
presented.
ARTICLE
X.
MEETINGS OF MEMBERS
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
Section 2.
Special Meetings. Special
meetings 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 of the votes of the entire membership of who are
entitled to vote one-fourth (1/4) of the votes of the Class A membership.
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 such 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, in person or by proxy entitled to cast one-tenth (1/10) of the
votes of 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 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
ARTICLE
XI.
OFFICERS AND THEIR DUTIES
Section 1.
Enumeration of Offices. The officers of
this association shall be 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 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 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, for 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 by 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 in the manner prescribed for regular
election. The officer elected to such vacancy shall serve for the
remainder of the term of the officer he replaces.
Section 7.
Multiple Officers. The offices
of secretary and treasurer may be held by the same person. No
person shall simultaneously hold more than one of any 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
checks and promissory notes.
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 to the
Board and to 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 disburse such funds as directed by resolution of the
Board of Directors; shall sign all checks and promissory notes of the
Association; 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.
ARTICLE XII
COVENANT FOR MAINTENANCE ASSESSMENTS FOR THE HOMEOWNERS ASSOCIATION
Section 1.
Creation of the Lien and personal Obligation of
Assessments. The Declarant, for each
townhouse lot owned within the Properties, after the construction of
improvements (townhouses) has been completed, hereby covenants, and each Owner
of any townhouse lot by acceptance of a deed therefore, whether or not it shall
be so expressed in any such deed or other conveyance, is deemed to covenant and
agree to pay to the Association: (1) annual assessments or charges, and (2)
special assessments for capital improvements, such assessments to be fixed,
established and collected from time to time as hereinafter provided.
During the period of construction of improvements
(townhouses), the Declarant for each townhouse lot owned within the Properties,
thereby covenants and agrees to pay to the Association, Fifty Percent (50%) of
the annual assessments or charges and special assessments for capital
improvements as provided immediately hereinabove, on those townhouse lots owned
by the Declarant which are vacant or superimposed by an unsold or unoccupied
home as long as there is a Class B membership. The annual
assessments and special assessments, together with such interest thereon and
costs of collection thereof, as hereinafter provided, shall be a charge on the
land and shall be a continuing lien upon the property against which each such
assessment is made. Each such assessment
together with such interest costs and reasonable attorney’s fee shall also be
the personal obligation of the person who was the Owner of such property at the
time when the assessment fell due. The personal obligation shall not pass
to his successors in title unless expressly assumed by them.
Section 2.
Purpose of Assessments. The assessments levied by the Association shall be used exclusively
for the purpose of promoting the recreation, health, safety and welfare of the
townhouse residents in the Properties and in particular for the improvement and
maintenance of the Properties, services and facilities devoted to this purpose
and related to the use and enjoyment of the Common Area, and of the homes
situated upon the townhouse lots in the Properties, including trash service,
snow removal and maintenance of all properties not dedicated.
Section 3.
Determination of Association Expenses and Assessments Against
Lot Owners.
Fiscal Year. The fiscal year of the
Association shall consist of the twelve month period
commencing on January 1st of each year and terminating on December
31st of the same year, or as the same may be changed hereafter by
the Board of Directors of the Association.
Preparation and Approval of Budget. Each year, on or before the first day of the fiscal year of the
Association, the Board of Directors shall adopt a budget for the Association,
containing an estimate of the total amount which it considers necessary to pay
the cost of maintaining the common greens the parking areas and the private
roads; the real estate taxes levied against the Association; the cost of wages,
materials, insurance premiums, services, supplies and other expenses which will
be incurred during the ensuing fiscal year for the administration, operation,
maintenance and repair of the Common Area. The budget may also
include:
Any amount necessary to discharge any lien or encumbrance levied against the
Association property, or any portion thereof; and
Such reasonable amounts as the Board of Directors considers necessary to
provide working funds for the Association, a general operating reserve and reserves
for contingencies and replacements.
Assessment and Payment of Association Expenses.
The total amount of the estimated funds required for the operation of the Common
Area set forth in the budget for the fiscal year adopted by the Board of
Directors shall be assessed against each townhouse Lot
owner equally after the completion of construction of improvements (residential
dwellings). During the period of construction of improvements
(residential dwellings), townhouse Lots owned by the Declarant shall be
assessed at a rate equal to fifty percent (50%) of the assessment levied
against Lot owners other than the Declarant.
Effect of Failure to Prepare or Adopt Budget.
The failure or delay of the Board of Directors to prepare or adopt the annual
budget for any fiscal year shall not constitute a waiver or release in any
manner of a Lot owner’s obligation to pay his allocable share of the
Association expenses as herein provided. Whenever the same shall be
determined, and in the absence of an annual budget or adjusted budget, each
townhouse Lot owner shall continue to pay the monthly charge at the then
existing monthly rate established for the previous fiscal period until the new
annual or adjusted budget shall have been mailed or delivered.
Section 4.
Special Assessments for Capital
Improvements. In addition to the annual
assessments authorized above, the Association may levy in any assessment year a
special assessment applicable to that year only for the purpose of defraying in
whole or in part, the cost of any construction or reconstruction, unexpected
repair or replacement of a capital improvement upon the Common Area, including
the necessary fixtures and personal property related thereto, provided that any
such assessment shall have the assent of more than two-thirds (2/3) of the
votes of each class of members who are voting in person or by proxy at a
meeting duly called for this purpose, written notice of which shall be sent to
all members not less than thirty (30) days nor more than sixty (60) days in
advance of the meeting setting forth the purpose of the meeting.
Section 5.
Uniform Rate of Assessment. Except as it
otherwise provided for herein in regard to townhouse Lots owned by the
Declarant during the period of construction of improvements (residential
dwellings), both annual and special assessments must be fixed at a uniform rate
for all townhouse lots, and may be collected on a quarterly basis or any other
basis established by the Board of Directors.
Section 6.
Date of Commencement of Annual Assessments: Due
Dates. The annual assessments provided for herein shall
commence as to all townhouse lots on the first day of the month following the
conveyance of this Common Area for SUMMERHILL, REGIME ONE.
The first annual assessment shall be adjusted
according to the number of months remaining in the calendar year. The
Board of Directors shall fix the amount of the annual assessment against each
townhouse lot at least thirty (30) days in advance of
each annual assessment period. Written notice of the annual assessment shall be sent to each Owner subject thereto. The due dates shall be established by the Board of Directors.
The Association shall upon demand, at any time, furnish
a certificate in writing signed by an officer of the Association setting forth
whether the assessments on a specified townhouse lot have been paid. A reasonable charge may be made by the Board for the issuance of
such certificates. Such certificate shall be conclusive evidence
of payment of any assessment therein stated to have been paid.
Section 7.
Effect of Non-Payment of Assessments: Remedies
of the Association. 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 highest
lawful rate permitted, and the Association may bring an action at law against
the Owner personally obligated to pay the same. In such action at law,
the Association shall be entitled to interest, costs and reasonable attorney’s
fees in addition to the delinquent assessment. No Owner may waive or
otherwise escape liability for the assessments provided for herein by non-use
of the Common Area or abandonment of his townhouse Lot.
Section 8.
Subordination of the Lien to Mortgages or Deeds of Trust.
The lien of the assessments provided for herein shall be subordinate to the
lien of any first mortgage or deed of trust. Sale or transfer of any townhouse
Lot shall not affect the assessment lien. However, the
sale or transfer of any townhouse lot which is subject to any first mortgage or
deed of trust, pursuant to a decree of foreclosure under such mortgage or deed
of trust, or any proceeding in lieu of foreclosure thereof, shall extinguish
the lien of such assessments as to payments thereof which became due prior to
such sale or transfer. No sale or transfer shall relieve such
townhouse lot from liability for any assessments thereafter becoming due or
from the lien thereof.
Section 9.
Exempt Property. The following property subject to this
Declaration shall be exempt from the assessments created herein: (a) the Common
Area; (b) all the properties dedicated to and accepted by a local public
authority.
ARTICLE
XIII BOOKS AND
RECORDS
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 reasonable cost.
ARTICLE
XIV CORPORATE SEAL
The Association shall have a seal in curcular form having within its
circumference the words: SHEFFIELD HOMEOWNERS ASSOCIATION, VIRGINIA and
the word “Seal”.
ARTICLE
XV
AMENDMENTS
Section 1.
These By-Laws may be amended, at a regular or special
meeting of the members, by a vote of seventy five percent (75%) of the total
votes authorized under Article VI of the Articles of Incorporation of this
Association.
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.
IN WITNESS WHEREOF, WE, being all of the directors
of Sheffield Homeowners Association, have hereunto sat our hands this 24th day of
May , 1979.
//s//
AMENDMENT
#1
TO
THE
BY-LAWS
OF
ARTICLE
XVI ANIMAL CONTROL
Section 1.
The Fairfax County Animal Control officers are permitted
to enter the properties and common area of the Association in order to enforce
County laws regarding the licensing and owning of animals. Members of the
Association may call the County to bring to the attention of Animal Control
officers incidents of animal behavior contrary to County regulations.
IN WITNESS WHEREOF, WE,
being all the Directors of Sheffield Homeowners Association, have hereunto set
our hands this 2nd day
of October , 1989.
//s//