ARTICLES OF INCORPORATION
OF
HOMEOWNERS ASSOCIATION, INC.
We hereby associate to form a non‑stock corporation under and by
virtue of Chapter 10, Title 13.1 of the 1950 Code of
1. Name
The name of the corporation
(which hereinafter is called the "Association") is SHEFFIELD HOMEOWNERS ASSOCIATION, INC.
2. Purposes and Powers.
The Association shall have the
general powers specified in §13.1‑826 of the 1950 Code of Virginia, as amended, to conduct its affairs as a tax
exempt organization pursuant to the guidelines of § 501(c)(6) and other
applicable provisions of the Internal Revenue Code, including the
following: this Association does not
contemplate pecuniary gain or profit to the members thereof, and the specific
purposes for which it is formed are to provide for maintenance, preservation
and architectural control of the residence Lots and Common Areas within that
certain tract of property located in the County of Fairfax, Virginia, and
described as:
Beginning at a point on the
Southerly R/W line of Richmond, Fredericksburg and Potomac Railroad, said point
marking the Northeasterly corner of
Evelyn Rachel Abel thence with the Southerly R/W line of the said railroad and
continuing with the Southerly boundary of Pohick Associates N 64° 23' 51" E, 1041.06 feet to a point; thence
departing Pohick Associates and running through the property of
Sheffield Development Limited Partnership the following courses: S 46° 34' 32" E, 75.27 feet; with a curve to the left whose radius is 245.00 feet
(and whose chord is S 86° 01' 25" E, 311.33 feet) an arc distance of 337.36 feet S 35+ 28+ 18+
E, 332.18 feet and S 64+ 23+ 55" W,
1441.65W, feet to a point on the Easterly boundary of Robert J. Rasmussen; thence
with the Easterly boundary of Robert and continuing with the Easterly boundaries
of Clarence, A. Heppe, Russell L. Heflin and the aforementioned Evelyn Rachel
Abel N 20° 50'
14" W, 553.13 feet to the point of beginning, containing 16.23702 Acres of
land;
Beginning at a point on the
Southerly boundary of Pohick Associates, said point marking the
Northwesterly corner of
and to promote the health,
safety and welfare of the residents within the above described property and any
additional thereto as may hereafter be brought within the jurisdiction of this
Association by annexation, and for this purpose to:
a. exercise all of the powers
and privileges and to perform all of the duties and obligations of the
Association as set forth in that certain Declaration of Covenants, Conditions
and Restrictions recorded in Deed Book 5227 at page 73, Deed Book 5518 at page
1264, Deed Book 5553 at page 1174, Deed Book 5422 at page 1145 and Deed Book
5450 at page 627 of the land records of Fairfax County, hereinafter called the
"Declaration", applicable to the property and recorded in the Office
of the Clerk of the Circuit Court of Fairfax County, Virginia, and as the same
have been amended from time to time as therein provided, said Declaration being
incorporated herein as if set forth at length;
b. fix, levy, collect and
endorse payment by any lawful means, all charges or assessments pursuant to the
terms of the Declaration, to pay all expenses in connection therewith and all
office and other expenses incident to the conduct of the business of the
Association, including all licenses, taxes or governmental charges levied or
imposed against the property of the Association:
c. acquire (by gift, purchase or otherwise), own, hold, improve,
build upon, operate, maintain, convey, sell, lease, transfer, dedicate for
public use or otherwise dispose of real or personal property in connection with
the affairs of the Association;
d. borrow money and with the assent of more than two‑thirds
(2/3) of the members to mortgage, pledge, deed in trust, or hypothecate any or all of its real
or personal property as security for money borrowed or debts incurred; and
e. have and to exercise any and all powers; rights and
privileges which a corporation organized under the Non‑Profit
Corporation Law of the Commonwealth of Virginia by law may now or hereafter
have or exercise.
f. to do all manner of things
incident to its business and purposes;
g. the Association shall also have the same power as an
individual to do all and everything necessary, convenient, suitable and proper to carry out its business and affairs or
for the accomplishment of any of the purposes or attainment of any of the
objects or the furtherance of any of the powers hereinbefore mentioned, either
alone or in association with‑or in partnership with any other
corporation, firms or individuals, and to do every other act or acts, thing or
things, incidental or appurtenant to or growing out of or connected with the
aforesaid business or powers or any part or parts thereof, provided the same be
not inconsistent with the laws under this Association is organized.
3. Membership.
Every person or entity who is
a record owner of a fee or undivided fee interest in any townhouse lot
which is subject by covenants of record to assessment by the Association,
including contract sellers, shall be a member of the Association, it being the
intention to include all these persons who art currently members of Sheffield
Homeowners Association, an unincorporated entity. The foregoing is not intended to include
persons or entities who hold an interest merely as security for the performance
of an obligation. No owner shall have more than one membership. Membership
shall be appurtenant to and may not be separated from ownership of any
townhouse lot which is subject to assessment by the Association.
Ownership of such townhouse lot shall be the sole qualification for membership.
Members shall be entitled to
one vote for each townhouse lot in which they hold the interest required for
membership under this Article. When more than one person hold such interest
in any townhouse lot, all such persons shall be members. The vote for such townhouse lot shall be
exercised as they among themselves determine, but in no event shall more than
one vote be cast with respect to any townhouse lot.
4. Board of Directors.
The affairs of this
Association shall be managed by a board of not less than five (5) Directors,
who need not be members of the Association. The number of Directors may be
changed by amendment of the By‑Laws of the Association. The names and
addresses of the persons who are to act in the capacity of Directors until the
selection of their successors are:
1. Kim Adamson 4. Beverly Hansbrough
2. Diane Sekou 5. Dan Packa
3. Alberto Maxwell 6. Martin Millner
7. Terri BrillianLorton
7674
The Directors shall be elected
for staggered terms of three years
and shall be elected by a majority of voting members of the Association.
5. Principal and
Registered Office and Registered Agent.
The address of the initial
registered office of the‑ Association is 7653 Leesburg Pike, Falls
Church, Virginia 22043, which is in
the County of Fairfax, and its initial registered agent is Stephen J. Annino
who is a member of the Virginia Bar, and whose business office is the same as
that of the registered office of the Association, and who is a resident of Virginia The principal
office. of. the Corporation, where the offices of the Association are
located shall be P. 0.
6. Duration of Corporation
The Association shall have perpetual duration and succession in its
corporate name.
7. Liabilities.
The highest amount of
indebtedness or liability, direct or contingent, to which this Association may
be subject at any one time shall not exceed 150 percent of its income for the
previous fiscal year, provided ‑that additional amounts may be
authorized by the assent of more than two‑thirds (213) of the membership.
8. Increase in Membership
by Annexation of Additional Properties.
a. The Association may, at any time, increase its
membership by annexation of additional townhouse properties and common areas to
the Properties described in Article 2
and consequently add to its membership under the provisions of Article 3 provided
that any such increase in membership by such annexation of additional
properties shall have the assent of more than two‑thirds (2/3) of the
membership.
b. If within five (5) years of the date of the original
incorporation of this Association, the Declarant developed additional townhouse
lands, and the membership of this Homeowners Association was increased by
annexation of such additional townhouse lands without the assent of the
original members, the membership shall also include those owners added by
annexation, provided howeve r, that the development of the additional
townhouse lands shall be in accordance with a general plan submitted to the
Federal Housing Administration and .the Veterans
Administration with the processing papers for the first section. Detailed
plans for the development of additional townhouse lands must be submitted to
the Federal Housing Administration and the Veterans Administration prior to
such development. If either the Federal Housing Administration or the Veterans
Administration determines that such detailed plans are not in accordance with
the general plan on file and either agency so advises the Association and the
Declarant, the increase in membership in this Homeowners Association by
annexation of such additional townhouse lands to be developed, must have the
assent of the membership authorized to vote more than two‑thirds (213) of
the total authorized votes of the members 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 ten (10) days
nor more than fifty (50) days in advance of the meeting setting forth the
purpose of the meeting.
At this meeting the presence
of members or of proxies entitled to cast sixty percent (60 %) of all of the
votes 'of the membership shall constitute a quorum. If the required quorum is
not forthcoming at any meeting, another meeting may be called, subject to the notice requirement set forth above. and the required quorum at any
such subsequent meeting shall be one‑half (112) of the required quorum at
the preceding meeting. No such subsequent meeting shall be held more than sixty
(60) days following the preceding meeting.
9. Mergers and Consolidations.
To the extent permitted law,
the Association may participate in mergers and consolidations with other
nonprofit organizations and corporations organized for the same purposes
10. Authority to Mortgage.
Any mortgage by the
Association of the Common Area defined in the Declaration shall .have the
assent of more than two‑thirds (213) of the entire membership.
11. Authority to
Dedicate.
The Association shall have
power to dedicate, sell or transfer all or any part of the Common Area to any
public agency, authority, or utility for such
purposes and subject to such conditions
as may be agreed to by the members. No such dedication or transfer shall be
effective unless an instrument has been signed by members entitled to cast more
than two‑thirds (213) of the votes of the entire membership agreeing to
such dedication, sale or transfer.
12. Dissolution.
The Association may be
dissolved at a duly held meeting as
provided in § 13.1‑248 of the Code
of
13. Meetings for Actions
Governed by Articles 4 Through 12.
In order to take action under
Articles 4 through 12, them must be a duly held meeting. Written notice,
setting forth the purpose of the meeting, shall be given to all members not
less than twenty‑five (25) days nor more than fifty (50) days in advance
of the meeting. The presence of members or of proxies entitled to cast sixty
percent (60%) of the votes of the membership shall constitute a quorum.
14. Amendment
Amendment of these Articles
shall require the vote of seventy‑five percent (75 %) of the total votes
authorized under Article 3 of these Articles of Incorporation.
IN WITNESS WHEREOF, for the
purposes of forming this corporation under the laws of the
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