By-Laws of West Park Community Association
Article I
Name and Location
The name of the corporation is West Park Community Association, hereinafter referred to as the "Association."
Article II
Definitions
Section 1. "Association" shall mean and refer to West Park Community Association, its successors and assigns.
Section 2. "Property" 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 members of the Association.
Section 4. "Lot" shall mean and refer to any parcel of land shown upon any recorded subdivision map of the Property 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 a fee simple title to any Lot which is part of the Property including contract sellers (record owners who have contracted to sell their Lot, but who have not yet conveyed title to their Lot to a purchaser), but excluding those having such an interest in any Lot mererly [sic] as security for the performance of an obligation.
Section 6. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Property recorded among the land records of Fairfax County, VA.
Section 7. "Member" shall mean and refer to those persons entitled to membership as provided in the Declaration.
Article III
Meeting of Members
Section 1. Annual Meeting. The purpose of the annual meeting shall be to elect members of the Officers/Board of Directors, which includes the president, vice-president, secretary, treasurer, and one Board member at-large, and approve the annual budget.
Section 2. Special Meetings. A special meeting of the members may be called at any time by the president or by the Officers/Board of Directors, or upon written request of the members who are entitled to vote one-fourth (1/4) of all the votes (20 households).
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 but no more that 60 days before such meeting to each member entitled to vote thereat, addressed to the member's last address 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, one-tenth (1/10) of the votes 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 the power to adjourn and reconvene 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.
Article IV
Officers/Board of Directors: Selection: Term of Office
Section 1. Number. The affairs of the Association shall be managed by a Board not to exceed five (5) in number, but not less than three (3) in number, who shall be members of the Association. The five members of the Board will be the president, vice-president, secretary, treasurer, and one Board member at-large of the Association.
Section 2. Term of Office. The Officers/Board of Directors shall serve for one (1) year, unless he shall sooner resign, or shall be removed, or shall be otherwise disqualified to serve. No decrease in the aggregate number of Directors shall shorten the term of any incumbent Director.
Section 3. Resignation or Removal. Any Officer/Director may be removed from the Board, with or without cause, by a majority vote of the members of the Association or by majority vote of the Board. In the event of death, resignation or removal of an Officer/Director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor. Any Officer/Director 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 4. Special Appointments. The Board may appoint 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. 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/director he replaces.
Section 6. 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 above.
Section 7. Compensation. No Officer/Director shall receive compensation for any service he may render to the Association. However, any Officer/Director may be reimbursed for his actual reasonable expenses incurred in the performance of his duties.
Section 8. Action Taken Without a Meeting. The Officers/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 the Officers/Directors. Any action so approved shall have the same effect as though taken at a meeting of the Officers/Directors.
Article V
Nomination and Election of Officers/Directors
Section 1. Nomination. Nomination for election of Officers/Board of Directors shall 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 prevent any member desiring to be a candidate or desiring to submit the name of a candidate from so doing.
Section 2. Election. Election of Officers/Board of Directors shall be by secret written ballot. The election of Officers/Board of Directors shall take place at the annual meeting of the members, this also includes the election of the one (1) Board member at-large.
Article VI
Meeting of Officers/Directors
Section 1. Regular Meetings. Regular meetings of the Officers/Board of Directors shall be held at the discretion of the president, but at least once annually prior to the annual membership meeting to develop the budget plan to submit to members.
Section 2. Special Meetings. Special meetings of the Officers/Board of Directors shall be held when called by the president of the Association, or by any two Officers/Directors, after not less than three (3) days' notice to each Officer/Director. A special meeting of the Officers/Board of Directors may be held with less than three (3) days' notice provided that a majority of the Officers/Directors sign a written waiver of notice.
Section 3. Quorum. A majority of the number of Officers/Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Officers/Directors at a duly held meeting at which a quorum is present shall be regarded as an act of the Board.
Article VII
Powers and Duties of the Officers/Board of Directors
Section 1. Powers. The Officers/Board of Directors shall have the power to:
(a) adopt and publish rules and regulations governing the use of the Common Area and facilities of the Association;
(b) exerecise [sic] for the Association all powers, duties and authority vested in or delegated to the Association and not reserved to the membership by provisions of these By-laws, the Articles of Incorporation, or the Declaration;
(c) declare the office of a member of the Officers/Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive meetings of the Officers/Board of Directors;
(d) employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties; and
(e) may spend up to $200 [see amendment] for a non-budgeted item with majority of Board members approval. Expenditure for non-budgeted items shall not exceed $500 [see amendment] for the year. Expenditures in excess of $500 [see amendment] for the year requires convening a special meeting of the Association members and approval by 2/3d's of those attending.
Section 2. Duties. It shall be the duty of the Officers/Board of Directors to:
(a) cause to be kept a complete record of all of 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 agents and employees of the Association, and see that their duties are properly performed;
(c) as more fully provided in the Declaration, to:
(1) fix the amount of the annual assessment, not to exceed ten (10) percent of previous assessment amount per year, against each Lot at least (30) days in advance of each annual assessment period;
(2) send written notice of each assessment to every owner and subject thereto at least thirty (30) days in advance of each annual assessment period;
(3) at the discretion of the Officers/Board of Directors, to foreclose the lien against any property for which assessments are not paid within six months after due date or bring an action at law against the owner personally obligated to pay the same;
(d) issue or 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 Officers/Board of Directors for the issuance of these certificates. If a certificate states that an assessment has been paid, such certification 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 responsibility to be bonded, as it may deem appropriate;
(g) cause the Common Area to be maintained;
(h) develop and submit an annual budget for approval at the annual membership meeting.
Article VIII
Officers and Their Duties
Section 1. Duties. The duties of the officers are as follows:
PRESIDENT - the president shall preside at all meetings of the Officers/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 approved by the Officers/Board of Directors and shall sign all promissory notes and checks from such accounts as the Board may from time to time determine. He shall make appointments of Committee Chairmen of all Standing Committees.
VICE-PRESIDENT - 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.
SECRETARY - the secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; shall keep the corporate seal of the Association affix it on all papers requiring said seal; shall 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.
TREASURER - 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 Officers/Board of Directors; shall prepare a statement of income and expenditures to be presented to the membership at its regular annual meeting; and shall file annual corporation tax forms.
Article IX
Committees
The Officers/Board of Directors shall appoint committees as deemed appropriate in carrying out its purpose.
Article X
Books and Records
The books, records and papers of the Association shall at all times, during reasonable hours and with reasonable notification, be subject to inspection by any member in accordance with the Homeowner' Association Act of Virginia.
Article XI
Assessments
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 assessments levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety, and welfare of the residents of the Property and in particular for the payment of taxes and improvements and maintenance of services and facilities devoted to this purpose and related to the use and enjoyment of the Common Area.
Article XII
Amendments
Section 1. These By-laws may be amended at a regular or special meeting of members by a vote of a majority of a quorum of members present in person.
Section 2. In the case of any conflict between the Articles of Incorporation and these By-laws, the Articles of Incorporation shall control; and in the case of any conflict between the Declaration and these By-laws, the Declaration shall control.
Article XIII
Miscellaneous
The fiscal year of the Association shall begin on the 1st day of January and end on the 31st day of December of every year.
Parliamentary authority for the organization shall be Robert's Rules of Order, newly revised.
Amendment to the By-Laws of West Park Community Association, 24 October 2004
The By-Laws of West Park Community Association are changed as follows:
Article VII, POWERS AND DUTIES OF THE OFFICERS/BOARD OF DIRECTORS
Page 4, Section 1, paragraph (e):
Currently reads: (e) may spend up to $200 for a non-budgeted item with majority of Board members approval. Expenditure for non-budgeted items shall not exceed $500 for the year. Expenditures in excess of $500 for the year requires convening a special meeting of the Association members and approval by 2/3d's of those attending.
Changed to read: (e) may spend up to $400 for a non-budgeted item with majority of Board members approval. Expenditure for non-budgeted items shall not exceed $1,000 for the year. Expenditures in excess of $1,000 for the year requires convening a special meeting of the Association members and approval by 2/3d's of those attending.