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ARTICLES OF INCORPORATION OF DOGWOOD CLUSTER ASSOCIATION We hereby associate to form a non-stock corporation under the provisions of Chapter 2 of Title 13.1 of the Code of Virginia, and to that end set forth the following: 1. The name of the corporation is to e DOGWOOD CLUSTER ASSOCIATION. 2. The purpose or purposes for which the corporation is organized are: (a) To take title to, hold, maintain, improve, and beautify without profit to itself, for the use of all members and associate members thereof, their families, guests and invitees, such parking areas, streets, open spaces, paths and other facilities as from time to time may be conveyed to it pursuant to a Deed of Re-subdivision and Rededication to be recorded in the Clerk’s Office of Fairfax County, Virginia, or pursuant to any subsequent deed re-subdividing the land dedicated as aforesaid; to enforce the covenants, restrictions, reservations, servitudes, profits, licenses, conditions, agreements, easements, and liens provided in the Deed of Re-subdivision and Rededication or any subsequent deed to be enforced by the corporation; and to assess, collect, and disburse the charges created under said Deed or subsequent deed, all in the manner set forth in, and subject to the provisions of, the said Deed or subsequent deed. (b) To do any and all lawful things and acts that the corporation may from time to time, in its discretion, deem to be for the benefit of the property shown within Block 12, Section 38B on the plat attached to the Deed of Re-subdivision and Rededication to be recorded among the land records of Fairfax County, Virginia, or any subsequent plat filed pursuant to the provisions of said Deed (hereinafter referred to as the “Property”) and the owners and inhabitants thereof or advisable, proper, or convenient for the promotion of the peace, health, comfort, safety, or general welfare of the owners and inhabitants thereof. 3. Provisions for the regulation of the internal affairs of the corporation are: (a) The corporation is not organized for pecuniary profit, nor shall it have any power to issue certificates of stock or pay dividends, and no part of the net earnings or assets of the corporation shall be distributed, upon dissolution or otherwise, to any individual. The corporation may pay compensation in reasonable amounts to its members, directors, or officers, for services including pensions. (b) There shall be two classes of membership in the corporation: (1) members and (2) associates members (1) Subject to the provisions of paragraph (d) of this Article, members of the corporation shall include all persons owning of record and dwelling unit on the property, expect a person taking title as security for the payment of money or the performance of an obligation. (2) Subjection to the provisions of paragraph (d) of this Article, associate members of the corporation shall include all persons who, now owning of record any dwelling unit on the Property, occupy any dwelling unit as their residence pursuant to a valid lease with the owner of record. (c) The qualifications for members in the corporation set forth herein shall be the only qualifications for such membership. (e) No person shall be a member of the corporation after he ceases to be the owner of record of any dwelling unit on the Property. No person shall be an associate member of the corporation after he ceases to reside in any dwelling unit on the Property pursuant to a valid lease with the owner of record. (e) Each member of the corporation, by becoming such, agrees that he shall be personally responsible for the payment of the charges crated under the Deed of Re-subdivision and Rededication with respect to the dwelling unit he owns. Each member and associate member of the corporation, by becoming such, agrees that he shall be personally responsible for compliance by himself, his family, guests, and invitees, with the provisions of the said Deed and rules and regulations adopted by the corporation with respect to the Property. (f) The directors of the corporation, by unanimous vote, may, after affording the member of associate member concerned an opportunity to be heard, suspend the membership rights, including voting rights, and privileges of any member or associate member of the corporation during any period of time when there exists a violation of any of the provisions of the Deed of Re-subdivision and Rededication (which payment to the corporation when due and payable under the terms of the said Deed) which respect to the dwelling he owners or the dwelling unit in which he rides; or when he is in violation of any rule or regulation adopted by the corporation with respect to the Property. No director shall be eligible to vote with regard to the suspension of his own membership rights. In addition, the corporation is empowered to take whatever legal action it deems necessary to remedy effectively any such violations, including the power to sue, defend, or compromise any disputes or claims. (g) Each member actually residing in the dwelling unit with respect to which he is entitled to vote, and each associate member of the corporation shall have the right to vote for the election and removal of directors and on such other matters as a vote of members and/or associate members is required under these Articles. Each member of the corporation actually residing in the dwelling unit with respect to which he is entitled to vote (but not associate members) shall also have the right to vote on the approval of the annual budget of the corporation, on any proposal to adjust the amount of assessment for association dues and on any amendment to the corporations Articles of Incorporation and /or Bylaws. Only a member or associate member residing in the dwelling unit with respect to which he is entitled to vote, shall have the right to vote on any matter. (h) The number of votes which any member of associate member shall be entitled to cast in any meeting where he is entitled to vote shall be established as follows: (1) Each member of the corporation shall have one vote, except that when any dwelling unit on the Property is owned of record in joint tenancy or tenancy-in-common, or in any manner of joint or common ownership, such owners shall collectively be entitled to any that number of votes to which one person would be entitled as the sole owner of such dwelling unit. Such vote shall be exercised only by the unanimous action or consent of the owners of record of such dwelling unit who are entitled to vote with respect thereto. (2) Each associate member of the corporation shall have one vote, expect that when any dwelling unit on the Property is leased by more than one person, such lessees shall collectively be entitled to only that number of votes to which on person would be entitled were he the sole lessee of such dwelling unit. Such vote shall be exercised only by the unanimous action or consent of the lessees of such dwelling unit who are entitled to vote with respect thereto. (i) The Board of Directors may make such regulations as it deems advisable for the conduct of any meeting of members or associate members including requirements as to proof of membership, evidence of the right to vote, appointment and supervision of inspects of votes, and any other matters. Such regulations shall be binding upo9n the corporation and upon its members and associate members. (j) The corporation may contract with any person for the performance, as its agent, of any of the powers, duties, or functions of the corporation which may be lawfully delegated to it. (k) Subject to the conditions and qualifications set forth in the Virginia Non-stock Corporations Act, Chapter 2 of Title 13.1 of the Code of Virginia, the corporation shall indemnify any director of officer, or former director or officer, or any person who may have served at its request as a director or officer of another corporation in which it owns or owned shares of capital stock or of which it is or was creditor, or personal representatives of any of the foregoing, against any and all expenses, including attorneys’ fees, judgments, and amounts paid in settlement (before or after suit is commenced), actually or necessarily incurred by him in connection with the defense or settlement of any claim, action, suit, or proceeding in which he is made a party, or is a party, or which may be asserted against him by reason of his being or having be4en such a director or officer, or in connection with an appeal therein, unless she, or his testator, or intestate shall be finally adjudged, in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any law, by-law, agreement, vote of members and associate member, or otherwise. (l) The corporation shall exist perpetually. 4. The management of the affairs of the corporation shall be vested in the directors. (a) Only members and associate members of the corporation shall be eligible to serve as directors of the corporation, provided that the number of associate members serving as directors at any given time shall never exceed one-half of the total number of directors. All directors shall serve for the term of two years, provided that approximately half of the total numbers of directors shall be elected annually. (b) All directors shall be elected by a majority vote of members and associate members who are present and eligible to vote at the annual meeting of members and associate members. All elections shall be by secret ballot. (c) Any vacancy occurring in the number of directors shall be filled in the following manner: (1) If the vacancy occurs within three months prior to the annual meeting of members and associate members, the directors of the corporation may fill the vacancy in accordance with the procedures set forth in subparagraph (2) of this paragraph, or may defer filling the vacancy until the annual meeting of members and associate members, at which time it shall be filled in accordance with the procedures set forth in paragraph (b) of this Article. (2) If the vacancy occurs more than three months prior to the annual meeting of members and associate members, the directors of the corporation shall promptly direct the nominating committee established in the Bylaws to prepare and deliver to each member and associate member of the corporation eligible to vote for directors a secret ballot containing a slate of nominees. The vacancy shall e filled by the nominee receiving the largest number of votes, proceed that ballots are returned by at least one-fifth of the members and associate members of the corporation eligible to vote, and provided further that the nominee receives a majority of the total votes cast. In the event no nominee receives the required majority, a run-ff election shall be conducted in the same manner between the two nominees receiving the largest number of votes. (3) Any director elected to fill a vacancy shall serve as a director until the expiration of the term of the director whose position he was elected to fill. (d) A director may be removed from office only at a special meeting of members and associate members called expressly for that purpose, with or without, by such vote as would suffice for his election under paragraph (b) of this Article.
