Name and Location
- The name of the corporation is Hunters Valley Association, Inc., hereinafter referred to as the “Corporation” The Principal registered office of the Corporation is R.F.D. No. Box 3025, Oakton, Virginia, 22124. Meetings of members and Directors may be held at such places as may be designated by the Board of Directors.
- “Corporation” shall mean and refer to Hunters Valley Association, Inc., a non-stock, non-profit Virginia corporation, its successors and assigns.
- “Resident Member” shall mean and refer to the record owner, whether one or more persons or entities of the fee simple title to any Property which is a part of the Hunters Valley Association Area.
- “Member” shall mean and refer to those person entitled to membership as provided in paragraph 8.a and 8.b. of the Restatement of Articles of Incorporation dated January 14, 1991.
- “HuntersValley Association Area” shall include the properties bounded by Hunter Mill Road on the East, Vale Road on the south, Difficult Run on the west and Lawyers Road to the North. It shall also Include properties along East Hunter Valley Road and those properties fronting on the roads forming the boundary,
- Classes of Members. There shall be two classes of members, the qualification and rights of which are set forth in Paragraphs 8.a, b, c, d, e and f of the Restatement of Articles of Incorporation dated January 14, 1991.
- Resignation, Suspension, and Termination of Membership. Any member of the Corporation may voluntarily terminate his or its membership at any time by filing his or its written resignation with the President or Secretary of the Corporation. The Board of Directors, In Its discretion, may, at any time, suspend or terminate the membership of any Individual person or family unit, and notice of suspension or termination will be mailed to the last known address of the member within ten (10) days of such action by the Board:
- For failure to pay, when due, any dues owed by such member; or
- For violation of the written rules and regulations of the Corporation by such member, or by any member of such family unit. In the event of a violation of the rules and regulations of the Corporation by a member of a family unit, such suspension or termination may, in the discretion of the Board of Directors, be made applicable to all members of such family unit. Rules and regulations of the various Clubs and Organizations shall not be considered rules of the Corporation unless adopted by the Board of Directors and included with the written rules and regulations of the Corporation. Rules of the Corporation must be posted in a conspicuous location, and/or mailed to each member upon receipt of annual dues from such member.
- All of the rights and Privileges of membership shall cease upon termination of the membership, whether by voluntary resignation or by action of the Board of Directors, but such member shall not be relieved of obligations accrued prior to such termination.
- Limitation on Member Legal Rights: Members of the HVA are barred from filing a law suit or taking any legal action against any HVA officer of director unless there has been willful misconduct or a knowing violation of criminal law.
Meetings of Members
- Annual Meeting. An annual meeting of the members of the Corporation shall be held during each calendar year, at such day and hour and at such place located In Fairfax County, Virginia, as shall be designated in the notice thereof, which (except as provided in Paragraph 3) shall be mailed to each member of the Corporation at his last known address, not less than ten nor more than fifty days before the date of such annual meeting.
- Special Meetings. Special meetings of the members of the Corporation may be called at any time by the President or the Board of Directors, or upon written request of the Resident Members who are entitled to twenty (20%) percent of all the votes, at such day and hour, and at such place located in Fairfax County, Virginia, as shall be designated in the notice thereof, which shall state the purpose (5) for which the meeting Is called, and (except as provided In Paragraph 3) shall be mailed to each member of the Corporation at his last known address not less than ten days nor more than fifty days before the date of such special meeting.
- Notice of Meetings. Written notice of each meeting of the Resident Members of the Corporation to act on an amendment of the Restatement of Articles of Incorporation dated January 14, 1991 on a plan of merger or consolidation, shall be given in the form required by statute, not less than twenty-five nor more than fifty days before the date of such meeting,
- Voting. At all annual and special meetings of the members, each Resident Member, whether it be by an individual person or by a family unit, shall be entitled to one, but only one vote which shall be cast in person or by written proxy if the Resident Member is residing outside the Hunters Valley Association Area. The vote of any Resident Member may be cast. by any adult. member of the family unit. Invitational Members shall have no vote in the Hunters Valley Association in annual or special meetings.
- Proxies. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Resident Member of his lot, or upon resignation, suspension or termination of his membership. No proxy shall be valid after eleven (11) months from its date, unless otherwise provided in the proxy. Only limited or directed proxies may be used for the election of Resident members to be officers and to the Board of Directors. A limited or directed proxy indicates on the face thereof the manner in which the proxy holder shall vote (i.e., the name(s) of the person(s) for whom the vote(s) such proxy represents shall be cast for Officers and Directors of the Corporation, Non-directed or non-limited proxies shall be counted toward a quorum and may be used for any business to come before a meeting of the members of the Corporation other than the election of Officers and Directors.
- Quorum. At all annual and special meetings of the members, twenty (20%) percent of the total number of Resident Members in good standing (each individual person and each family unit holding a Resident Membership to he counted as one Resident Member) shall constitute a quorum for the transaction of business, but the Resident. Members present. at any meeting, even though less than a quorum, may adjourn the meeting from time to time, and such meeting may he held on a subsequent. date without further notice, provided a quorum be present at such later meeting. A quorum being present at any annual or special meeting of the members, all questions (except. those questions which by design are especially regulated by statute or these Bylaws) shall be determined by a simple majority of those voting.
- Order of Business. The following order of business shall be observed at all annual and special meetings of the members so far as practicable:
- Calling of the roll
- Reading, correction and approval of minutes of the last meeting
- Reports of Officers
- Reports of Committees
- Election of Officers and Directors
- Unfinished business
- New business
Officers and Board of Directors
- In General
- The affairs of the Corporation shall be managed by a Board of Directors consisting of not less than seven (7) Resident Members of the Corporation.
- Each Club and Organization formed pursuant to paragraph 7 of the Restatement of Article of Incorporation dated January 14, 1991, shall select a representative, who must be a Resident Member, to be included among the persons who constitute the Board of Directors of the Corporation.
- The Corporation shall have a President, a Secretary, a Treasurer, any may have one or more Vice-Presidents, assistant Secretaries and assistant Treasurers. All Officers shall he members of the Board of Directors.
- Officers and Directors of the Corporation must be Resident Members of the Corporation.
- The offices of Vice-President and Secretary or Vice- President and Treasurer may be held by the same person, but the offices of Vice-President, Secretary, and Treasurer, or of President and Secretary, shall not be held by the same person.
- Vacancies in any office shall be filled by the Board of Directors.
- Any Officer may be removed from his office at any time by the Board of Directors whenever in its judgment the best interests of the Corporation will be served by removing him from office.
- President. The President shall be the Chief Executive Officer of the Corporation and shall preside, if present, at all meetings of the Board of Directors and of the members. He shall have general supervision, direction, and active management of the business and affairs of the Corporation, and shall execute all of the orders and resolutions of the Board of Directors. He shall execute all contracts, deeds, bonds, and other instruments authorized by the Board of Directors, and shall have general powers of supervision and management usually vested In the office of the President of a Corporation of this kind under the laws of Virginia.
- Vice-President. The Vice-President, or, if there be more than one, the First Vice-President, shall during the absence or disability of the President perform all of the functions of the President. Each Vice—President shall have such powers and duties as may be assigned to him from time to time by the Board of Directors, under the supervision of the President.
- The Secretary. The Secretary shall keep the records of the Corporation, including the permanent records of all minutes of the Directors and members and the permanent records of membership. He shall have charge of all such additional books and papers as the President or the Board of Directors may require, and shall in general perform all such duties as are incidental to the office of Secretary of a Corporation of this kind under the laws of Virginia.
- The Treasurer. The Treasurer shall be the primary fiscal officer of the Corporation. He shall take such steps as may be necessary to collect money becoming due to the Corporation and all checks, notes or other obligations payable to the Corporation and coming into his possession, and shall deposit the funds arising therefrom, together with all other funds of the Corporation coming into his possession, in such banks as may be designated by the Board of Directors as the depositaries of the Corporation, or properly care for and disburse them in such manner as the Board of Directors, or the President, may direct. Whenever required by the Board of Directors or by the President to do so, but at least annually, he shall exhibit a complete and true statement of his cash account and of the securities and other property in his possession, custody and control, including a financial audit of the various Clubs and Organizations within the Corporation. He shall enter regularly in the books belonging to the Corporation an accounting of all payments made on behalf of the Corporation, together with all other business transactions. He shall perform all duties which are incident to the office of Treasurer of a Corporation of this kind under the laws of Virginia, subject, however, at all times to the direction and control of the Board of Directors and the President. The Board of Directors may require the Treasurer, and such other officers, agents, and employees of the Corporation as the Board may deem advisable, to give bond for the faithful discharge of their duties, In such sum and with such surety or sureties as the Board of Directors may from time to time prescribe, the expense of which shall be borne by the Corporation. The various Clubs and Organizations as may be formed pursuant to paragraph 7 of the Restatement of Articles of Incorporation dated January 14, 1991, subject to approval of the Corporation’s Board of Directors, may in their discretion, transfer to the Treasurer of the Corporation the responsibility for managing the financial affairs of these Clubs and Organizations, including the collection of dues and assessments, the paying of bills, the maintaining of separate bank accounts, and any and all other functions which may be necessary or convenient to the handling of the financial affairs of these Clubs and Organizations.
- Election of Officers and Directors. The Officers and Directors of the Corporation shall be selected in the following manner: At least thirty days prior to the date of the annual meeting of the Corporation, the Board of Directors shall appoint at least five Resident Members to constitute a nominating committee. It shall be the duty of this Committee to present in writing to the members of the Corporation, at least ten days prior to the date of the annual meeting a list of at least seven (7) candidates for the Board of Directors, which will include the offices of President, Vice-President, Secretary and Treasurer. Additional nominations may be made from the floor at the annual meeting. The voting shall be by preferential written ballot at the annual meeting of the members.
- Duties and Powers. The duties and powers of the Officers and Board of Directors shall include, but not be limited to the following:
- Acting upon applications for membership. The Board of Directors may, in its discretion, delegate to the governing bodies of the various Clubs and Organizations the responsibility for acting upon applications for membership in the various Clubs and Organizations. Membership In the Clubs and Organizations shall be construed as membership in the Corporation.
- Establishing and regulating the amounts of all initial, special and annual fees, assessments and dues that may be necessary for the successful operation of the various endeavors and activities of the Corporation, the times and terms of payment. thereof, and the conditions under which refunds thereof may be made and the amounts thereof.
- Establishing rules and regulations for the use of all or any of the facilities or property of the Corporations including rules and regulations designed for safety, for the protection of health and property, and for the proper care and maintenance of the facilities of the Corporation, together with the fixing of penalties for violations of such rules and regulations, including suspension and termination of membership. The Board of Directors may, in its discretion, delegate to the governing bodies of the various Clubs and Organizations the responsibility for establishing rules and regulations concerning their respective facilities, provided that such rules and regulations are not in conflict with the rules and regulations of the Corporation.
- Deciding upon special activities and projects that may he worthwhile and beneficial to the interests of the Corporation and its members.
- The duties and powers of the Board of Directors, as hereinabove stated, shall be expressly restricted, however, in that all matters having to do with the expenditure of funds for the various Clubs and Organizations shall be voted upon, and approved by a majority vote of the then existing membership of the individual Clubs and Organizations at any special or annual meeting of the members of that Club or Organization.
- The Board of Directors shall at least once each year review the policies and operations of its constituent Clubs and Organizations arid report to the membership concerning its activities.
- In addition to the above duties and powers, the Board of Directors shall have the right, power, and authority to exercise all such powers and do all such acts and things as may he exercised by a Corporation of this kind organized under the laws of Virginia, subject to provisions of the Restatement of Articles of Incorporation dated January 14, 1991, and these By laws.
- Meetings of Directors. The Board of Directors shall hold a regular meeting no later than thirty days after the date of the annual meeting of the members. This first meeting of the new Directors will he called by the outgoing President for the purpose of briefing the new Board on past, current and future business of the Corporation. The new Board will assume office immediately upon its election. Special meetings of the Board of Directors may be called from time to time by the President, or at the request of any two Directors. Notice of all regular and special meetings shall be given to each Director at least five days in advance of the date of the meeting, and may be given by mail or by telephone or telegraph. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any regular or special meeting, but the Directors present at any such meeting, even though less than a quorum, may adjourn the meeting from time to time; and such meeting may be held on a subsequent date without further notice, provided a quorum be present. at such meeting. All actions of the Board of Directors shall be by majority vote of those Directors present at any such meeting, provided that those present constitute a quorum. Any action required by the statutes of Virginia to be taker at. a meeting of the Directors of the Corporation, or any action which may be taken at a meeting of the Directors, or of a Committee of Directors, may be taken without a meeting provided a consent in writing, setting forth the action so taken, shall be signed by all of the Directors, or all of the members of the Committee of Directors, as the case may be.
- Vacancies. Any vacancy in the Board of Directors, whether caused by death, by resignation, or by any other reason, may he filled for the unexpired term by the remaining Directors at any regular or special meeting of the Board of Directors, provided a quorum of the Board of Directors is present at such meeting.
Clubs and Organizations
- The Board of Directors of the Corporation may from time to time establish or recognize within the Corporation various Clubs and Organizations to carry on and engage in the activities of the Corporation.
- Members are entitled to all of the privileges, benefits, and responsibilities arising out of membership in the Corporation; except that Invitational Members shall have no vote in the Hunters Valley Association, Inc. annual or special meetings, but shall have a vote in the annual and special meetings of the various clubs arid organizations of which they are members.
- Each Club and Organization will maintain its own governing body and elect its own officers, and, subject to such policies and limitations as may he imposed upon it by the Board of Directors of the Corporation as set forth in Article V, paragraph 7, may establish and enforce its own rules and regulations concerning the admission of members, the acquisition and disposition of assets, the keeping of records, the management of its fiscal and financial affairs, and such other matters as may be necessary or convenient for the successful and efficient operation of the Club or Organization. However, no Resident Member will be unreasonably refused membership in the Club or Organization, except for disciplinary reasons, or for failure to pay, when due, any dues or assessments owed by such Resident Member.
- It is the intention of the Corporation to give to the various Clubs and Organizations as may from time to time be established, substantial control over the management of their internal operations, and in general to allow these Clubs and Organizations to do any and all things that the governing bodies of the said Clubs and Organizations may deem to be in furtherance of the objectives of the said Clubs and the internal management of the Clubs arid Organizations in any situation where it may be reasonably concluded by the Board of Directors that proposed actions or activities of any Club or Organization are injurious or detrimental to the interests and well being of the Corporation as a whole whereupon the Board of Directors may, by majority vote, suspend its recognition of such Club or Organization.
- The Hunters Valley Riding Club, which has heretofore been organized and established, is a basic and fundamental organization operating and functioning within the Corporation, and its members are entitled to all of the privileges, benefits, and responsibilities arising out of membership in the Corporation. The Riding Club may maintain its own governing body and elect its own officers and, subject to such policies and limitations as may be imposed upon it by the Board of Directors of the Corporation as set forth in Article V, paragraph 7, may establish and enforce its own rules and regulations concerning the admission of member, the acquisition and disposition of assets, the keeping of records, the management of its fiscal and financial affairs, and such other matters as may be necessary or convenient for the successful and efficient operation of the Club.
- Any person may be paid such compensation for services rendered the Corporation in his or her capacity as member, Director, Officer, employee, or otherwise, as the Board of Directors shall from time to time deem reasonable; and any person may be reimbursed for any expenses, disbursement, or liabilities made or incurred by such person for or on account of the Corporation or in connection with the management and conduct of the affairs of the Corporation. The provisions in this article shall not be deemed to exclude any right of any member, officer, director, or employee to indemnification as granted by the laws of Virginia, or as provided in these Bylaws.
- Every person who is or shall be or shall have been a director or officer of the Corporation or of one of Its various Clubs or Organizations, and his personal representatives shall be indemnified by the Corporation against all costs and expenses reasonably incurred by or imposed upon him in connection with or resulting from any action, suit or proceeding to which he may be made a party by reason of his being or having been a Director or Officer of the Corporation or of one of its various Clubs or Organizations, except in relation to such matters as to which he shall finally be adjudicated in such action, suit or proceeding to have acted in bad faith and to have liable by reason of willful misconduct in the performance of his duty as such Director or Officer. “Costs and expenses” shall include, but without limiting the generality therof, attorney’s fees, damages and reasonable amounts paid in settlement.
- A waiver of any notice in writing, signed by a member or Director, whether before or after the time stated In said waiver for holding a meeting, shall be deemed equivalent to a notice required to be given to any such member or Director.
- The fiscal and business year of the Corporation shall commence on the first day of January in each year unless otherwise determined by resolution of the Board of Directors.
- These Bylaws may be altered, amended or repealed only by affirmative vote of a majority of the Resident Members of the Corporation present at a duly constituted regular or special meeting who are then entitled to vote and provided the procedure hereinafter prescribed shall have been observed.
- All proposals to alter, amend or repeal these Bylaws shall be submitted to the Resident Members by or through the Board of Directors and with the recommendation of the Board of Directors with respect to such proposal. The Board of Directors may initiate any such proposal and shall, at the request of any Resident Members, promptly consider any such proposal and submit it to the members with its recommendation. Proposals to alter, amend or repeal these Bylaws shall be acted upon by the Resident Members only at a regular or special meeting of the members, the notice of which contains the exact language of the change proposed and the recommendation of the Board of Directors with respect thereto.
Certificates of Membership
- The interest of each member of the Corporation shall be evidenced by a certificate of membership In such form as the Board of Directors may from time to time prescribe.
- The certificate of membership shall be signed by the President or a Vice-President and attested by the Secretary or an assistant Secretary.
- The Corporation shall keep at such office In the State of Virginia as the Board of Directors may from time to time designate the books in which membership shall be registered, which shall be open to an examination by any member.
Whenever in these Bylaws the context so requires, the singular number shall include the plural and the converse, and the use of any gender shall be deemed to include all genders.
The Bylaws were adopted this 14 day of January, 1991, at the meeting of the Hunters Valley Association, Inc.
HUNTERS VALLEY ASSOCIATION, INC.
BY: President & Secretary