BY-LAWS

OF

TAMARACK COMMUNITY ASSOCIATION, INC.

 

ARTICLE I

 

OFFICES

 

            The Corporation shall have and continuously maintain in the Commonwealth of Virginia a registered office and a registered agent 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.

 

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ARTICLE II

 

MEMBERS

 

            Section 1.  Membership in the Corporation.  The following shall be members of the Corporation:

 

                        All persons owning of record any dwelling unit or residential building lot in Tamarack (except a person taking title as security for payment of money or the performance of an obligation).

 

                        No person shall be a member of the Corporation after he ceases to be the owner of the record of any dwelling unit or residential building lot in Tamarack.

 

                        The Directors of the Corporation may, after affording the member an opportunity to be heard, suspend any person from membership in the Corporation during any period of time when there exists a violation of any of the provisions of the By-Laws (including, but not limited to, the failure to make any payment to the Corporation when due and payable under the terms of these By-Laws or as set by the Board of Directors) with respect to the dwelling unit or residential building lot he owns or when he is in violation of any rule or regulation adopted by the Corporation with respect to the real property hereafter acquired by the Corporation (“the property”).

 

                        Each member of the Corporation, by becoming such, agrees that he shall be personally responsible for the payment of the charges provided by these By-Laws with respect to the dwelling unit he owns and for compliance by himself, his family, guests, and invitees, with the provisions of the said By-Laws and the rules and regulations adopted by the Corporation with respect to the Property.

 

                        The qualification set forth herein for membership in the Corporation shall be the only qualification for such membership.

 

            Section 2.  Voting Rights.  The members of the Corporation shall have the right to vote for election of Directors.  Each member of the Corporation shall have one vote, except that:

 

1. When any dwelling unit or residential building lot owned of record in joint tenancy or tenancy-in-common, or in any other manner of joint or common ownership, such owners shall collectively be entitled to only that number of votes to which one person would be entitled were he the owner of such dwelling unit or residential building lot.  Such vote shall be exercised only by the unanimous action or consent of the owners of record of such dwelling unit or residential building lot who are entitled to vote with respect thereto.

2. Only a member of the Corporation residing in the dwelling unit with respect to which he is entitled to vote, shall have the right to vote.

3. Voting by proxy is expressly prohibited.

 

Section 3.  Dues.  Each dwelling unit and residential building lot in Tamarack shall be subject to annual charge per lot or per apartment dwelling unit in such fair and equitable sum as the Board of Directors may establish from year to year.  The charges collected shall be sufficient to maintain and operate in neat and good order and to pay all taxes and expenses payable with respect to the maintenance and operation of such facilities as may hereafter be owned or operated and maintained by the Association.

 

Section 4.  Powers Reserved to Members.  The following powers are reserved to the members:

 

1. Removal of a Director.

2. Amendment, repeal, or replacement of these By-Laws or the Articles of Incorporation of the Corporation.

3. Disposition, sale, or lease for longer than one year of Association property.

4. Approval of any contract, or other agreement, for which the period of performance or Association obligation shall exceed one year.

 

The exercise of these powers requires that for each proposed action, there be at least thirty days notice to the members.

 

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ARTICLE III

 

ACTIONS OF MEMBERS

 

            Section 1.  Annual Meeting.  The annual meeting of the members shall be held in the first four months of the Calendar Year for the purpose of electing directors and/or for the transaction of such other business as may come before the meeting.  If the election of directors shall not be held at the annual meeting or any adjournment thereof, or pursuant to Section 5 hereof, the Board of Directors shall cause the election to be held at a special meeting of the members held as soon thereafter as conveniently may be.

 

            Section 2.  Special Meetings.  Special meetings of the members may be called by the President, the Board of Directors, or members of the Corporation holding not less than one-fifth of the votes.

 

            Section 3.  Place of Meeting.  The board of Directors may designate any place within the County of Fairfax as the place for any annual or special meeting called by the Board of Directors and the President may designate any place within the County of Fairfax as the place of meeting for any special meeting called by him.  If a special meeting be called by the members of the Corporation, the place of meeting shall be within the County of Fairfax.

 

            Section 4.  Notice of Meetings.  The Corporation shall publish notice of any annual or special meeting of members in the manner provided by law.  Written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall also be mailed or delivered not less than ten or more than fifty days before the date of the meeting, except as otherwise specified by law, either personally or by mail, by or at the direction of the President or the Secretary or the person calling the meeting, to each member of the Corporation at his address as shown on the records of the Corporation.  A member may, in a writing signed by him, waive notice of any meeting before or after the date of meeting stated therein.  Failure to mail or deliver any notice to any member shall not affect the validity of the published notice.

 

            Section 5.  Action by Members Without Meeting.  Any action required or permitted by law to be taken at a meeting of the members of the Corporation may be taken without a meeting, if a consent in writing setting forth the action so taken shall be signed by two-thirds of the members of the Corporation.

 

            Section 6.  Quorum and Manner of Acting.  Members holding one-fifth of the total votes shall constitute a quorum at any meeting.  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, except exercise of the powers reserved to the members in Article II, Section 4, shall require concurrence by at least two-thirds of those voting, unless the act of a greater number is required by law, or by the Articles of Incorporation of the Corporation, or by these By-Laws.

 

            Section 7.  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 Corporation, 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 Corporation and its members.

 

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ARTICLE IV

 

DIRECTORS

 

            Section 1.  General Powers.  The affairs of the Corporation shall be managed by its directors between meetings of the Association.

 

            Section 2.  Number and Tenure.  The number of directors shall be five.  The length of the initial term of each of the directors constituting the initial Board of Directors shall be as set forth in paragraph 6 of the Articles of Incorporation.  The first election of directors by the members of the Corporation at the first election of directors and thereafter, shall be held at the annual meeting of the members in 1970. The directors elected by the members shall be elected for a term of three years, and until their respective successors are 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 Corporation.  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.  The Board may appoint non-voting associate directors to participate in the proceedings and functions of the Board.

 

            Section 3.  Regular Meetings.  A regular annual meeting of the board of Directors shall be held within 30 days following the annual meeting of members at such time and place, within the County of Fairfax, as may be specified in the notice thereof.  The board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board without other notice than such resolution.

 

            Section 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, within County of Fairfax, as the place for holding any special meeting of the Board called by them.

 

            Section 5.  Notice.  Notice of any meeting of the Board of Directors for the holding of which notice is required shall be given at least two days previous thereto by notice to each director.

 

            Section 6.  Quorum.  Except as otherwise provided by law or by the Articles of Incorporation of the Corporation, or by these By-Laws, a majority of the Board of Directors shall constitute a quorum for the transactions 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.

 

            Section 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 Corporation, or by these By-Laws.

 

            Section 8.  Compensation.  Directors as such shall not receive any stated salaries for their services.  Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.

 

            Section 9.  Informal Action by Directors.  The directors may act without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors.

 

 

ARTICLE V

 

OFFICERS

 

            Section 1.  Officers.  The officers of the Corporation shall be a President, a Vice President, 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 deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors.  No two offices may be held by the same person.  The President and Vice President shall be directors of the Corporation.  Other officers may be, but need not be, directors of the Corporation.

 

            Section 2.  Election, Term of Office and Vacancies.  The officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the board of Directors.  Each officer shall hold office until his successor shall have been duly elected.  A vacancy in any office arising because of death, resignation, removal, or otherwise, may be filled by the Board of Directors for the unexpired portion of term.

 

            Section 3.  Removal.  Any officer may be removed by the board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby.

 

            Section 4.  Power and Duties.  The officers of the Corporation shall, except as otherwise provided by law, by the Articles of Incorporation of the Corporation, 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 Corporation.  The Vice President may act for the President in the absence of the President.

 

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ARTICLE VI

 

COMMITTEES

 

            Section 1.  Architectural Control Committee.  The Board of Directors shall be the Architectural Control Committee and will perform the Committee functions specified in the Restrictive Covenants.

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            Section 2.  Other Committees.  Other Committees 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 3.  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.

 

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ARTICLE VII

 

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 Corporation, the year of its incorporation, and the words “Corporate Seal – Virginia.”

 

 

 

Changes Approved by the members of the Tamarack Community Association Annual Meeting, 22 March 2007.

 

 

Charles Riegel

President

Tamarack Community Association