BY-LAWS OF
MAYFAIR OF McLEAN ASSOCIATION
7 December 2013
TABLE OF CONTENTS
ARTICLE I NAME AND DEFINITION
Section 1.1. Name.
Section 1.2. Definitions and Interpretations.
ARTICLE II OFFICES
Section 2.1. Principal Office.
Section 2.2. Registered Office.
ARTICLE III MEMBERS
Section 3.1 Membership and Voting Rights
Section 3.2 Annual Meetings.
Section 3.3 Special Meetings
Section 3.4 Place of Meeting
Section 3.5 Notice of Meetings.
Section 3.6 Quorum and Manner of Acting
Section 3.7 Proxy Voting.
Section 3.8 Conduct of Meetings
ARTICLE IV DIRECTORS
Section 4.1 Powers
Section 4.2. Number and Tenure
Section 4.3. Regular Meetings
Section 4.4. Special Meetings.
Section 4.5. Notice.
Section 4.6. Quorum.
Section 4.7. Manner of Action.
Section 4.8. Compensation.
Section 4.9. Informal Action by Directors.
Section 4.10. Participation by Telephone.
Section 4.11. Openness of Meetings.
Section 4.12. Conflict of Interest.
Section 4.13. Removal of Directors.
ARTICLE V OFFICERS
Section 5.1. Officers.
Section 5.2. Election, Term of Office and Vacancies.
Section 5.3. Powers and Duties.
ARTICLE VI COMMITTEES
Section 6.1. Design Review Committee.
Section 6.2. Committees of Directors.
Section 6.3. Committees.
Section 6.4. Rules.
ARTICLE VII ASSOCIATION RECORDS
Section 7.1 Place for maintenance of Association Records.
Section 7.2 Request for Association Books and Records.
Section 7.3 Production of Financial and other Association and Records.
Section 7.4 Documents and Records which may be Withheld.
Section 8.1. Seal.
ARTICLE VIIII AMENDMENTS
Section 9.1. Amendments.
BY-LAWS OF
MAYFAIR OF McLEAN ASSOCIATION
ARTICLE I
NAME AND DEFINITIONS
Section 1.1. Name. The name of the corporation is MAYFAIR OF McLEAN ASSOCIATION, and shall be referred to in these by-laws as the “Association”.
Section 1.2. Definitions and Interpretations. The words capitalized in these By-Laws shall be defined as in Article I of the Declaration of Covenants, Conditions and Restrictions relative to the Property (sometimes herein also referred to as “Mayfair of McLean”), recorded among the land records of Fairfax County, Virginia, in Deed Book 7164 at page 161, hereinafter referred to as the “Declaration,” and the rules of interpretation set forth in that Article shall also apply.
ARTICLE II
OFFICES
Section 2.1. Principal Office. The principal office of the Association in the Commonwealth shall be located in the County of Fairfax, and if not otherwise designated by resolution of the Board of Directors, shall be the residence of the president of the Association. The Association may have such other offices, either within or without the Commonwealth of Virginia, as the directors may from time to time determine.
Section 2.2. Registered Office. The Association shall have and continuously maintain in the Commonwealth of Virginia a registered office and a registered agent whose office is identical with such registered office, as required by the Virginia Non-Stock Corporation Act. The address of the registered office and the registered agent may be changed from time to time by the directors and the registered office may be, but need not be, the same as the principal office of the Association in the Commonwealth of Virginia.
ARTICLE III
MEMBERS
Section 3.1 Membership and Voting Rights.
Membership and voting rights shall be as set forth in the Association’s Articles of Incorporation as they may be amended from time to time.
Section 3.2 Annual Meetings.
The Association shall hold its annual meetings during the last sixty (60) days of the calendar year upon notice from the Board of Directors.
Section 3.3 Special Meetings.
Special meetings of the members may be called by the President, the Board of Directors, or members of the Association holding no less than one-fifth of the votes.
Section 3.4 Place of Meeting.
The person or persons calling the meeting may designate any place within five miles of Mayfair of McLean, as the place for any annual or special meeting. If no designation is made, the place of meeting shall be the principal office of the Association.
Section 3.5 Notice of Meetings.
The Association shall give notice of any annual or special meeting of members to all members entitled to vote thereat. Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting the purpose or purposes for which the meeting is called, shall be mailed or delivered or sent by electronic mail not less than ten or more than sixty days before the date of the meeting, except as otherwise specified for certain corporate actions by the Virginia Non-Stock Corporation Act, either personally, or by mail, or electronic mail with read receipt requested by or at the direction of the President or the Secretary or the person calling the meeting, to each member of the Association at his address (postal or electronic) as shown on the records of the Association. A member may, in a writing signed by him, waive notice of any meeting before or after the date of meeting stated therein.
Section 3.6 Quorum and Manner of Acting.
Members holding one-fifth of the total votes eligible to be cast, in person or by proxy, shall constitute a quorum at any meeting, except as otherwise provided in Article IV, Section 5, of the Declaration. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice. The act of a majority of the members present at 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 Articles of Incorporation of the Association, or by these By-Laws.
Section 3.7 Proxy Voting.
Proxy voting is permitted in accordance with the Virginia Non-Stock Corporation Act. All proxies must be in writing and signed by the member appointing the proxy, or by electronic mail sent to the designated proxy voter. A proxy appointment for any meeting shall continue in full force for any adjournment of that meeting.
Section 3.8 Conduct of Meetings.
The directors may make such regulations as they deem advisable for any meeting of members in regard to proof of membership in the Association, evidence of the right to vote, the appointment and duties of inspectors of votes, and such other matters concerning the conduct of the meeting as they shall deem fit. Such regulations shall be binding upon the Association and its members.
ARTICLE IV
DIRECTORS
Section 4.1 Powers.
The affairs of the Association shall be managed by its directors. Whenever action or approval is required of the Association, such action or approval shall be by the directors on behalf of the Association, unless action or approval by the members of the Association is specifically required.
In addition to the general powers conferred by law or set forth in the Declaration, the directors shall have the following powers, which shall be exercised by resolution of the Board:
(i) To establish procedures for the collection of annual assessments, including, in its discretion the allowance of reasonable discounts for early or lump-sum payments; the imposition of late payment fees (not to exceed $100.00 per billing period, with no more than one late payment charge imposed per billing period), interest and costs of collecting delinquent accounts (including the full amount of actual attorney fees not to exceed one-third of the balance due, regardless of amounts that may be awarded by a court); the acceleration of the balance of the annual assessment in the event of default in the payment of any installment thereof; and such other reasonable assessment collection procedures as the Board may deem appropriate.
(ii) To establish procedures for collecting special assessments that have been approved by the members eligible to vote thereon, including, in its discretion, the allowance of reasonable discounts for early or lump-sum payments; the acceleration of all or part of the balance due in the event of default in the payment of any installment; the acceleration of the balance due with respect to a Lot which is conveyed to a new Owner; and such other reasonable procedures as the Board may deem appropriate.
(iii) To provide for the filing of a notice of lien among the land records of Fairfax County with respect to any annual assessment which is delinquent or any special assessment on which a balance is outstanding, and the costs of filing and releasing such lien shall be the responsibility of the Owner of the Lot with respect to which the lien is filed.
(iv) To provide for the filing of a Notice of claimed violation of Article V, Article VII or Article VIII of the Declaration among the land records of Fairfax County with respect to any Lot as to which a violation of any of such Articles is, in the good faith opinion of the Board of Directors, deemed to exist.
(v) To establish and enforce rules and regulations for the use of the Common Area, including parking rules. Parking rules may include, without being limited to, provision for guest parking, storage of vehicles, parking of commercial vehicles, and parking of boats, trailers and recreational vehicles. The Board may enforce Common Area rules by any means appropriate, including the towing or booting of vehicles, but shall not impose any fines without first offering the offender an opportunity to be heard.
Section 4.2. Number and Tenure.
The number of directors shall be five. The directors’ terms shall be staggered so that no more than two directors’ terms shall expire each year. Every director shall be elected for a term of three years or for the unexpired portion of any term in which a vacancy has occurred. Ties in any election shall be resolved by lot. A director’s term shall include any period beyond his normal term until his successor is elected.
Any vacancy occurring in the Board of Directors may be filled at any meeting of the Board of Directors by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, or by a sole remaining director, and if not previously so filled, shall be filled at the next succeeding meeting of the members of the Association. Any director elected to fill a vacancy shall serve as such until the expiration of the term of the director, the vacancy in whose position he was elected to fill.
Section 4.3. Regular Meetings.
A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of members at such time and place, as may be specified in the notice of the members’ meeting. The Board of Directors may provide by resolution the time and place, in Mayfair of McLean, or within 5 miles thereof, for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 4.4. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board may fix any place, in Mayfair of McLean, or within 5 miles thereof, as the place for holding any special meeting of the Board called by them.
Section 4.5. Notice.
Notice of any meeting of the Board of Directors, or any committee thereof for the holding of which notice is required, shall be given at least two days previous thereto by written notice delivered personally, by mail or electronic mail with read receipt requested to each director at his address as shown on the records of the Association with contemporaneous notice to the members given in such a manner so as to be reasonably available to a majority of the members. If mailed, such notice shall be deemed to be delivered two days after having been deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If such notice be given by electronic mail, such notice shall be deemed delivered when the electronic mail is sent. Any director may, in a writing signed by him, or by electronic mail, before or after the time of meeting stated therein, waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law, by the Articles of Incorporation of the Association or by these By-Laws. No notice shall be required to be given to members where the meeting of the Board of Directors will be fully in Executive Session as defined in Virginia Code Section 55-510.1 C.
Section 4.6. Quorum.
Except as otherwise provided by law or by the Articles of Incorporation of the Association, or by these By-Laws, a majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 4.7. Manner of Action.
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, or by the Articles of Incorporation of the Association, or by these By-Laws.
Section 4.8. Compensation.
Directors as such shall not receive any stated salaries for their services, but the Board of Directors, by resolution, may reimburse out-of-pocket expenses incurred by a director on behalf of the Association. Nothing herein contained shall be construed to preclude any director from serving the Association in any other capacity and receiving compensation therefor.
Section 4.9. Informal Action by Directors.
Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, by mail, facsimile or electronic mail setting forth the action so taken, shall be signed by all the directors.
Section 4.10. Participation by Telephone.
Members of the Board of Directors (or of any committee designated thereby) may participate in a meeting of such Board or committee by means of a conference telephone, video or similar communication equipment by means of which all persons participating in the meeting can hear each other, provided at least two Members of the Board are present at the meeting place designated for the meeting, and participation by such means shall constitute presence in person at such meeting.
Section 4.11. Openness of Meetings.
All meetings of the Board of Directors shall be open to members of the Association, except that the Board may convene in executive session to consider legal and personnel matters.
Section 4.12. Conflict of Interest.
On any matter on which a director may have a conflict of interest with the interests of the Association, because he, members of his immediate family or his employer may have a material personal or economic interest in the matter under consideration, such director shall declare such possible conflict and may abstain from voting on the matter. Such director, however, may participate in the discussion on the material and shall be counted toward the quorum for the meeting.
Section 4.13. Removal of Directors.
The members of the Association may, by a two-thirds vote at a special meeting called for that purpose, remove any director at any time with or without cause. The vacancy created thereby shall be filled by majority vote of the members of the Association for the unexpired portion of the term of the removed director.
ARTICLE V
OFFICERS
Section 5.1. Officers.
The officers of the Association shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary and a Treasurer. The Board of Directors may elect such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deems desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person, excepting the offices of the President and Secretary. The President shall be a director of the Association. Other officers may be, but need not be, directors of the Association.
Section 5.2. Election, Term of Office and Vacancies.
The officers of the Association shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. Each officer shall hold office at the pleasure of the Board, and may be removed by the Board at any time. A vacancy in any office arising because of death, resignation, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 5.3. Powers and Duties.
The officers of the Association shall, except as otherwise provided by law, by the Articles of Incorporation, by these By-Laws, or by the Board of Directors, each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Association.
ARTICLE VI
COMMITTEES
Section 6.1. Design Review Committee.
The Board of Directors shall appoint a Design Review Committee consisting of three or more persons, who shall be members of the Association which shall carry out the review functions and development of guidelines set forth in Article VII of the Declaration. The term of each such member shall be for three years. The Board of Directors shall have the power to remove any member of the Design Review Committee with or without cause. The Board of Directors shall fill any vacancy on the Design Review Committee for the remainder of the term of any person whose membership position on the committee has become vacant.
Section 6.2. Committees of Directors.
The Board of Directors, by resolution adopted by a majority of all of the directors in office, may designate one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in the resolution, shall have and exercise the authority of the Board of Directors in the management of the Association, provided, however, that no such committee shall have the authority of the Board of Directors to approve an amendment to the Articles of Incorporation of the Association or a plan of merger.
Section 6.3. Committees.
Other committees not having and exercising the authority of the Board of Directors in the management of the affairs of the Association may be designated by a resolution adopted by the Board of Directors, to perform such duties and to have such powers as may be provided in the resolution.
Section 6.4. Rules.
Each committee may adopt rules for its own government not inconsistent with the terms of the resolution of the Board of Directors designating the committee or with rules adopted by the Board of Directors.
ARTICLE VII
ASSOCIATION RECORDS
Section 7.1. Manner of and Place for Maintenance of Association Records. Association records may be kept in paper or electronic form. The President of the Association shall keep those records which he receives from his predecessor and those which he or she receives during his term of office at his or her home or in such other custody and at such other location(s) which he President may designate, provided, that such records shall be reasonably accessible to him or her. Upon the elections of the successor to the President those records shall be turned over to such successor.
Section 7.2. Requests for Association Books and Records.
Requests for production of Association records for the purpose of inspection and copying shall be in writing, addressed to the President of the Association setting forth with reasonable specificity those records which the requester wishes to view. Such notice shall state the purpose for which the records are requested and a statement that such information is not to be used for purposes of pecuniary gain or commercial solicitation. Such notice shall be effective upon personal or electronic delivery to the President with return receipt requested.
Section 7.3. Production of Financial and Other Association Records.
Except as provided in Section 7.4 of this Article, upon a minimum of five (5) days notice from any member of the Association, the Board of Directors and/or the Officers of the Association will, after determining that the records are requested for a proper purpose related to the requester’s membership in the association, provide originals or duplicate originals of records of receipts and expenditures affecting the operation and administration of the Association and corporate books and records including membership names and addresses for inspection and copying. To the extent such records are maintained in electronic media, such provision may be by electronic means. The Association shall be entitled to reimbursement for reasonable costs of copying any documents provided to the requesting member hereunder.
Section 7.4. Documents and Records that may be withheld.
Notwithstanding the provisions of Sections 7.2 and 7.3 above, no confidential records of the Association (as defined in the provisions of Virginia Code Section 55-510 C.) shall be required to be produced upon request of a member.
ARTICLE VIII
SEAL
Section 8.1. Seal.
The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Association, the year of its incorporation, and the words “Corporate Seal-Virginia.”
ARTICLE IX
AMENDMENTS
Section 9.1. Amendments.
Provided the proposed amendment(s) has been approved by a majority vote of the Board of Directors, these By-Laws may be amended by a majority vote of the members of the Association. Any procedural challenge to an amendment must be made within one year of the adoption of the amendment by the membership. Amendments shall become effective upon adoption.