ARTICLES OF INCORPORATION
OF
FOXLEE COMMUNITY CORPORATION
In compliance with the requirements of Virginia Nonstock Corporation Act, title 13.1, Chapter 2, Code of Virginia, 1950, as amended, the undersigned, all of whom are residents of Virginia and all of whom are of full age, have this day voluntarily associated themselves together for the purposes of forming a corporation not for profit and do hereby certify:
ARTICLE I
The name of the corporation is Foxlee Community Corporation, hereafter called the “Association.”
ARTICLE II
The principle office of the Association is located at 7777 Leesburg Pike, Falls Church, Virginia 22043.
ARTICLE III
Charles A. Brown Jr., a resident of Virginia, whose business office address is 7777 Leesburg Pike, Falls Church, Virginia 22043, is hereby appointed the initial registered agent of this Association.
ARTICLE IV
PURPOSE AND POWERS OF THE ASSICIATION
This Association does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is formed are to provide for maintenance, preservation and architectural control, by any lawful means, of the residence Lots and Common Area within that certain tract of property described as:
All that certain tract of land described and subdivided in that Certain Deed of Dedication and Declaration of Covenants, Conditions and Restrictions for Foxlee Subdivision made by Growth-Land Inc., dated February 5, 1971, as shown on the plat attached to said Deed of Dedication, recorded among the land records of Loudoun County, Virginia, at Deed Book 540, page 448, and
to promote the health, safety and welfare of the residents within the above-described property and any additions thereto as may hereafter be brought within the jurisdiction of this Association for this purpose to:
(a) exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain Declaration of Covenants, Conditions and restrictions, hereinafter called the “Declaration”, applicable to the property and recorded or to be among the land records of Loudoun County, Virginia, in Deed Book 540, at Page 448, and as the same may be amended from time to time as therein provided, said Declaration being incorporated herein as if set forth at length:
(b) fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association;
(c) acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association;
(d) borrow money, and with assent of more than two-thirds (2/3) of each class of members mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred;
(e) dedicate, sell or transfer all or any part of the Common Area to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless approval by the vote of more than two-thirds (2/3) of each class of members. The Association shall maintain in its files and, upon request, furnish to the Federal Housing Administration or the Veterans Administration and instrument signed by the said more than two-thirds (2/3) of each class of members acknowledging that they did affirmatively vote for such dedication, sale or transfer;
(f) participate in mergers and consolidations with other nonprofit corporations organized for the same purposes or annex additional residential property and Common Area, provided that any such merger, consolidation or annexation shall have the assent of more than two-thirds (2/3) of each class of members;
(g) have and to exercise any and all powers, rights and privileges which a corporation organized under the Non-Profit Corporation Act of the State of Virginia by law may now or hereafter have or exercise.
Article V
a. “Association” shall mean and refer to Foxlee Community Corporation and its successors and assigns.
b. “Properties” shall mean and refer to that certain real property hereinabove described, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.
c. “Common Area” shall mean all real property owned by the Association for the common use and enjoyment of the members of the Association. The Common Area to be owned by the Association at the time of the conveyance of the first lot is described as “Parcels A, B, and C of the Foxlee Subdivision.”
d. “Lot” shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties with the exception of the Common Area.
e. “Member” shall mean and refer to every person or entity who holds membership in the Association.
f. “Owner” shall men and refer to the record owner, whether one or more persons of entities, of a fee simple title to any Lot which is part of the Properties, including contract sellers, but excluding those having such interest merely as a security for the performance of an obligation.
g. “Declarant” shall mean and refer to Growth-Land, Inc., its successors and assigns, if such successors or assigns should acquire more than one undeveloped Lot from the Declarant for the purpose of development.
ARTICLE VI
MEMBERSHIP
Every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject by covenants of record to assessment by the Association, including contract sellers, shall be a member of the Association. The foregoing is not intended to include persons or entities who hold an interest merely as a security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment by the Association.
ARTICLE VII
VOTING RIGHTS
The Association shall have two classes of voting membership:
Class A. Class A members shall be all Owners as defined in Article V, with the exception of the Declarant, and shall be entitled to one vote for each Lot owned. When more than one person holds an interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any Lot.
Class B. The Class B member(s) shall be the Declarant, as defined in Article V, and shall be entitled to three (3) votes for each Lot owned. The Class B membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier:
(a) when the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership; or
(b) on January 1, 1975.
ARTICLE VIII
BOARD OF DIRECTORS
The affairs of this Association shall be managed by a Board of Directors, who need not be members of the Association. There shall be three (3) initial Directors, but at the conclusion of the Directors’ initial organizational meeting the number of Directors shall be increased to nine (9), the additional Directors to be appointed by the three (3) initial Directors pending the first meeting of the Members. Thereafter, the number of Directors may be changed by amendment of the By-Laws of the Association. The names and addresses of the persons who are to act in the capacity of initial Directors and until the selection of their successors are:
Name ADDRESS
Charles A Brown, Jr. 1937 Martha’s Road
Alexandria, VA 22307
James F. Quirk 2142 Military Road
Arlington, VA 20007
Patricia A. Anderson 4552 Conwell Drive
Annandale, VA 22003
At the first annual meeting the members shall elect three directors for a term of one year, three directors for a term of two years and three directors for a term of three years; and at each annual meeting thereafter the members shall elect three directors for a term of three years.
ARTICLE IX
DISSOLUTION
The Association may be voluntarily dissolved only if approved by the vote of more than two-thirds (2/3) of each class of members. The Association shall maintain in its files and, upon request, furnish to the Federal Housing Administration or the Veterans Administration an instrument signed by the said more than two-thirds (2/3) of each class of members acknowledging that they did affirmatively vote for said voluntary dissolution. Subject to the provisions of Section 13.1-249, Code of Virginia, 1950, as amended, upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization to be devoted to such similar purposes.
ARTICLE X
DURATION
The Corporation shall exist perpetually.
ARTICLE XI
AMMENDMENTS
Amendment of these Articles shall require the assent of not less than seventy-five percent (75%) of the entire membership, but shall otherwise meet the requirements of Section 13.1-236 & 237, Code of Virginia, 1950, as amended.
ARTICLE XII
ANNEXATION OF ADDITIONAL PROPERTIES
a. The Association may, at any time, annex additional residential properties and common areas to the Properties described in Article IV, and so add to its membership under the provisions of Article VI, provided that any necessary amendment of these Articles of Incorporation has been approved in the manner prescribed by Section 13.1-235, Code of Virginia, 1950, as amended, and, additionally, any such annexation has the assent of more than two-thirds (2/3) of the members of each class of membership then existing.
b. If, within five (5) years of the date of incorporation of this Association, the Declarant should develop additional lands adjacent to and contiguous with that tract of land described in Article VI, such additional lands ,ay be annexed to said Properties without the assent of the Class A members, provided, however, that the development of the additional lands shall be in accordance with the ordinances and regulations of the County in which the property is situated, and, further, provided such annexation is in accordance with the general plan approved by FHA or VA.
ARTICLE XIII
FHA/VA APPROVAL
As long as there is a Class B membership, the following actions will require the prior approval of the Federal housing Administration or the Veterans Administration: annexation of additional properties, mergers and consolidations, mortgaging of Common Areas, dedication of Common Area, dissolution and amendment of these Articles.
IN WITNESS WHEREOF, for the purpose of forming this corporation under laws of the State of Virginia, we, the undersigned, constituting the incorporators of this Association, have executed these Articles of Incorpora this 24th day of October, 1974.
_______________________
CHARLES A. BROWN, JR.
_______________________
JAMES F. QUIRK
_______________________
PATRICIA A. ANDERSON