Oak Spring Cluster Bylaws
Updated February 2019
AMENDED AND RESTATED BY-LAWS OF OAKSPRING CLUSTER ASSOCIATION
The principal office of the Association in the Commonwealth shall be located in the County of Fairfax. The Association may have such other offices, either within or without Commonwealth of Virginia, as the directors may from time to time determine.
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, identical with the principal office of the Association in the Commonwealth of Virginia.
Section 1. Membership in the Association.
The following shall be members of the Association, hereinafter identified as the Association:
(A) Reston Land Corporation or the successor in interest to Reston Land Corporation in the development and construction of dwelling units on any property within Block 4, Section 19, Reston (Hereinafter referred to as the “Developer”);
(B) All persons owning of record (Whether in fee simple or life estate) any residential building lot on the property shown on the present or any subsequently recorded Deed of Subdivision of land within Block 4, Section 19, Reston. Such lots together with the common area owned by the Association shall collectively be known as the “Property”. A person taking title to any such lot as security for the payment of money or the performance of an obligation shall not be a member of the Association.
No person or other entity including the Developer shall be a member of the Association after he/she or it ceases to be the owner of record of all such lots he/she or it owns.
The directors of the Association may, after affording the member an opportunity to be heard, suspend any person from membership in the Association during any period of time when there exists a violation of any of the provisions of the Deed of Subdivision (including, but not limited to, the failure to make any payment to the Association when due and payable under the terms of the Deed of Subdivision) with respect to the lot he/she owns or when he/she is in violation of any rule of regulation adopted by the Association with respect to the Property.
Each member of the Association, by becoming such, agrees that he/she shall be personally responsible for the payment of the charges created under the Deed of Subdivision with respect to the lot he/she owns and for compliance by himself, herself/ and any family, guests, and invitees, with the provisions of the said Deed and the rules and regulations.
The qualifications set forth herein for membership in the Association shall be the only qualifications for such membership.
Section 2. Voting Rights.
The members of the Association shall have the right to vote for the election of directors. Each member of the Association shall have one vote, except that:
(A) Any person owning more than one lot shall have the number of votes equal to the number of lots owned.
(B) When any lot is 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/she the owner of such lot. Such vote shall be exercised by the majority action or consent of the owners of record such lot who are entitled to vote with respect thereto.
(C) Proxies. A vote at a membership meeting may be cast by a proxy. A proxy must be appointed in writing by all of the Owners of the Lot. The proxy form must be filed with the Secretary of the Association before the appointed time of the meeting or at any time specified by resolution of the Board. Such proxy appointment shall be deemed revoked only upon actual receipt of notice of revocation by the person presiding over the meeting from any of the persons owning the Lot with respect to which the vote is cast. Except with respect to proxies in favor of a Mortgagee, or concerning any Governing Documents amendment, no proxy appointment shall be valid for a period in excess of eleven (11) months after the execution thereof and, in any event, any proxy (other than those in favor of a Mortgagee) shall terminate automatically upon the final adjournment of the first membership meeting held on or after the date of the proxy. The Board of Directors specifically reserves the power to establish rules and regulations concerning voting by proxy.
(D) Delinquency. No Owners may vote at any meeting of the Association or be elected to serve on the Board of Directors if payment by such Owner of any financial obligation to the Association is delinquent more than sixty (60) days and the amount necessary to bring the account current has not been paid at the time of such meeting or election.
MEETING OF MEMBERS
Section 1. Annual Meeting.
The first annual meeting of the members shall be held when fifty percent (50%) of the dwelling units erected on the Property have been sold and conveyed to parties other than the Developer and shall be held in the year in which such percentage of sales and conveyances is reached.
Subsequent annual meetings shall be held each year thereafter at a date and time established by the Board of Directors for the purpose of electing directors and for the transaction of such other business as may come before such meeting. If the date fixed for the annual meeting shall be a legal holiday in the place where the meeting is to be held, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for the annual meeting or at 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 Association holding no less than one/fifth of the votes.
Section 3. Place of Meetings.
The Board of Directors may designate any place within or without the State of Virginia as the place for annual or special meeting called by the Board of Directors and the President may designate any place within or without the State of Virginia as the place of meeting for any special meeting called by him. If no designation is made or if a special meeting be called by the members of the Association, the place of meeting shall be the principal office of the Association.
Section 4. Notice of Meetings.
The Association 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. It shall be the duty of the Secretary to transmit a notice of each annual or special meeting not less than ten (10)or more than fifty (50) days before the date of the meeting, except as otherwise specified by law, either personally or by mailing by email to the email address provided by the Lot Owner or by using the most advanced technology available at the time if such use is a generally accepted business practice to include, but not limited to electronic transmission over the Internet for the community or other network, whether by direct connection, intranet, Internet, telecopier, or electronic mail, or delivered by hand to each Lot Owner of record at the address of the unit or to such other address as may be designated by said Lot or by mailing by regular United States mail. Electronic notice is the preferred notification method, but owners may opt-in to receive First Class Mail notice.
A member may, in a writing signed by him/her, waive notice of any meeting before or after the date of the meeting stated therein. Failure to mail or deliver any notice to any member shall not affect the validity of the published notice. Notwithstanding the foregoing provision, a waiver of notice in writing, signed by the Owner(s) entitled to such notice, whether before or after the holding of the meeting, shall be equivalent to the giving of such notice to such Owner(s). An Owner who attends a meeting shall be deemed to have had timely and proper notice of the meeting, unless he/she attends for the express purpose of objecting to the manner in which the Board called or convened the meeting. In addition, an Owner may waive the requirement of notice if he or she delivers to the Secretary for inclusion in the minutes of the meeting a written waiver of such notice either before or after the meeting.
Section 5. Informal Action by Members.
Any action required or permitted by law to be taken at a meeting of the members of the Association may be taken without a meeting, if a consent in writing setting forth the action so taken shall be signed by all of the members of the Association.
Section 6. Quorum and Manner of Acting
Members holding one-fifth of the votes shall constitute a quorum an any meeting. If 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 members, unless the act of a greater number is required by law, or by the Article of Incorporation of the Association, 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 Association, evidence of the right to vote, 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.
Section 1. General Powers.
The affairs of the Association shall be managed by its directors.
The Board of Directors shall have power to:
Adopt and publish rules and regulations governing the use of the Common Area and the Property, and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof, including the right to levy monetary charges and other penalties against Members;
Suspend (i) the voting rights, (ii) the right of any Owner to be elected to the Board, and (iii) the right of any Owner or Resident to use the Common Area and facilities or services (to the extent that access to the Owner’s Lot through the Common Areas is not precluded and provided that such suspension shall not endanger the health, safety, or property of the Owner or Resident) for so long as any Assessment for such Lot remains unpaid and overdue for more than sixty (60) days, pursuant to Section 55-513 of the Virginia Property Owners Association Act.
Adopt and set costs and charges related to services, upkeep, management and the Common Areas where the Common Area has restrictions on use or access, and to access costs and charges for limited purposes where a cost would be appropriate and related to the use intended.
It shall be the duty of the Board of Directors to:
Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members, or at any special meeting when such statement is requested in writing by twenty-five percent (25%) of the Members who are entitled to vote;
Supervise all Officers, agents and employees of the Association, and to see that their duties are properly performed;
as more fully provided in the Bylaw and/or Reston Declaration, to:
Fix the amount of the annual Assessments against each Lot at least thirty (30) days in advance of each annual Assessment period;
Send written notice of each Assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period;
And Bring an action at law against any Owner for his/her failure to pay required Assessments and other charges; such action may include foreclosing the applicable lien against such Owner’s property; any such action shall not be deemed an election of remedies, so to preclude any other act or actions.
Section 2. Number and Tenure.
The number of directors shall be five (5). The first election of directors by the members of the Association shall be held at the annual meeting of the members provided for in Section 1 of Article III herein. The directors elected by the members at the first election of directors and thereafter, shall be elected for a term of three (3) years, or for the unexpired term of any resigning director, and until their respective successor are elected. Any vacancy occurring in the Board of Directors, shall be filled by appointment of such replacement director 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, that vacancy in whose position he was elected to fill.
Section 3. Regular Meeting.
A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of members at such time and place, within or without the State of Virginia, as may be specified in the notice thereof. The Board of Directors may provide by resolution the time, and place, either within or without the State of Virginia, for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 4. Special Meetings.
Special meeting 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 or without the State of Virginia, 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 (2) days previous thereto by written notice delivered personally or sent by mail, email, text message or other electronic method to each director at his address as shown on the records of the Association. If mailed, emailed or sent by text message, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid and when transmitted by selecting an electronic send process. Any director may, in a writing signed by him/her, before or after 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 to 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.
Section 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. When less then a majority of the Directors are present and voting on a matter before the Board, adoption or consent must be unanimous.
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 Association, or by these By-Laws.
Section 8. Compensation.
Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any director from serving the Association in any other capacity and receiving compensation thereof.
Section 9. Informal Action by Director.
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, setting forth the action taken, shall be signed by all the directors.
Section 10. Other Powers.
In addition to the powers heretofore set forth in this Article IV the Board of Directors shall have all those powers and rights specifically set forth in Article VII, Section VII.1 (d) (2) of the Deed of Amendment to the Deeds of Dedication of Reston recorded in Deed Book 6072 at page 69, as amended at Deed Book 18419 at Page 1226, among the land records of Fairfax County which powers and rights are incorporated herein by reference as if specifically set forth in haec verba. To the extent the powers and rights contained in this Section 10 may be in conflict with any other powers and rights set forth in these By-Laws, the powers and rights of this Section 10 shall govern.
Section 11. Removal of Directors.
At any regular or special duly called meeting of the Association where the meeting notice states that the purpose (or one of the purposes) of the meeting is to vote on the removal of one or more Directors, such Director(s) may be removed, with or without cause, by a majority of the votes entitled to be cast by members, and a successor may then and there be elected by such membership classes to fill the vacancy thus created for the remainder of the term of the Board member so removed. A Director may also be removed by a vote of the Board of Directors if a Director misses two or more consecutive meetings of the Board of Directors, without member action.
Section 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 deem 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 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 until his successor shall have been duly elected. 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 3. Powers and Duties.
The officers of the Association shall, except as otherwise provided by law, by the Articles of Incorporation, by the By-Laws, or by Board of Directors, each have 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.
Section 1. 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 (2)or more directors, which committees, to 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 amendment to the Articles of Incorporation of the Association or a plan of merger or consolidation.
Section 2. Other 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 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.
CERTIFICATE OF MEMBERSHIP
Section 1. Certificate of Membership. The Board of Directors shall provide for the issuance of certificates evidencing membership in the Association, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or a Vice President and by the Secretary or the Assistant Secretary and shall be sealed with the seal of the Association. All certificates evidencing membership shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Association.
If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefor upon such terms and conditions as the Board of Directors may determine.
Section 1. 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 in Association, and the words “Corporate Seal-Virginia”
ADDITIONAL RIGHTS, DUTIES AND POWERS
Section 1. All those rights, duties, powers and obligations set forth in Article VII (Clusters) of the Deed of Amendment to the Deeds of Dedication of Reston recorded among the land records of Fairfax County in Deed Book 6072 at page 69, as amended at Deed Book 18419 at Page 1226, and not heretofore specifically set forth in these By-Laws are incorporated herein by reference as if specifically set forth in haec verba. To the extent such powers, duties, rights and obligations contained in this Article IX may be in conflict with any other powers, duties, rights and obligations set forth in these By-Laws, the powers, duties, rights and obligations of this Article IX shall govern.
Section 1. These By-Laws may be altered, amended, or replaced and new By-Laws may be adopted by the Board of Directors.
ARTICLE XI - INDEMNIFICATION
Section 1. Indemnification. Each director, officer and committee member acting under the direction and supervisor of the Board of Directors (his heirs, executors and administrators) shall be indemnified by the Association against reasonable costs and expenses incurred by him/her in connection with any action, suit or proceeding, or threatened action, suit or proceeding, to which he may be made a party by reason of his/her being or having been a director or officer of the Association, except in relation to any action, suits or proceedings in which he/she has been adjudged liable because of negligence or misconduct, which shall be deemed to include willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his/her office.
Section 2. In the absence of an adjudication which expressly absolves the director or officer of liability to the Association, or its members, for negligence and/or misconduct, or in the event of a settlement, each director and officer (and his/her heirs, executors and administrators) shall be indemnified by the Association against payments made or to be made, (including reasonable costs and expenses); provided that such indemnity shall be conditioned upon the prior determination by a resolution of two-thirds (2/3) of those members of the Board of Directors who are not involved in the action, suit or proceeding, that the director or officer has no liability by reason of negligence or misconduct within the meaning thereof as used herein; and provided further that if a majority of the members of the Board of Directors are involved in the action, suit or proceeding, such determination shall have been made by a written opinion of independent counsel. Amounts paid in settlement shall not exceed costs, fees and expenses which would have been reasonably incurred if the action, suit or proceeding had been litigated to a conclusion.
Section 3. Such a determination by the Board of Directors or by independent counsel, and the payments of amounts by the Association on the basis thereof, shall not prevent a Member from challenging such indemnification by appropriate legal proceedings on the grounds that the person indemnified was liable to the Association or its security holders by reason of negligence or misconduct, within the meaning there of as used herein.
Section 4. The foregoing rights and indemnification shall not be exclusive of any other rights to which the officers and directors may be entitled according to law.
Section 5. No officer of the Association or member of the Board of Directors shall be personally liable for the performance of any contract or agreement entered into by an officer or by the Board of Directors on behalf of the Association.
ARTICLE XII - USE OF TECHNOLOGY.
Section 1. Due to the development of new technologies and corresponding changes in business practices, to the extent permitted by law now or in the future: (1) any notice required to be sent or received; (2) any signature, vote, consent or approval required to be obtained; or (3) any payment required to be made, under Deed of Dedication and these By-Laws or these By-Laws, as amended may be accomplished using the most advanced technology available at the time if such use is a generally accepted business practice. This section shall govern the use of technology in implementing the provisions of the Deed of Dedication and these By-Laws and these By-Laws and dealing with notices, payments, signatures, votes, consents or approvals.
Section 2. Electronic transmission and other equivalent methods. The Association, the Owners, and other persons entitled to occupy a Lot may perform any obligation or exercise any right under the Deed of Dedication and these By-Laws or these By-Laws by any technological means providing sufficient security, reliability, identification, and verifiability. "Acceptable technological means" shall include without limitation electronic transmission over the Internet or the community or other network, whether by direct connection, intranet, telecopier, or electronic mail.
Section 3. Signature Requirements. Subject to the requirements of Federal and Virginia law, an electronic or digital signature meeting the requirements of applicable law shall satisfy any requirement for a signature under the Deed of Dedication and these By-Laws.
Section 4. Voting rights. Voting, consent to and approval of any matter under the Deed of Dedication and these By-Laws, applicable provisions of the Virginia Code, as amended, may be accomplished by electronic transmission or other equivalent technological means provided that a record is created as evidence thereof and maintained as long as such record would be required to be maintained in non-electronic form.
Nontechnology alternatives. If any person does not have the capability or desire to conduct business using electronic transmission or other equivalent technological means, the Association shall make reasonable accommodation, at its expense, for such person to conduct business with the Association without use of such electronic or other means.
Section 5. Gender, Etc. The use of the masculine gender in these By-Laws shall be deemed to include the feminine and neuter genders and the use of the singular shall be deemed to include the plural, and vice versa, whenever the context so requires.
Section 6. Construction. These By-Laws are intended to comply with applicable laws and shall be so interpreted and applied. In the event of conflict between the Deed of Dedication and these By-Laws or the Articles and these By-Laws, the Deed of Dedication and then these By-Laws shall control.
ARTICLE XIII - ASSESSMENTS
Section 1. Creation of the Lien and Personal Obligation of Assessments. By the Deed of Dedication and these By-Laws each member is deemed to covenant and agree to pay to the Association:
(a) annual assessments or charges, and
(b) special assessments for capital improvements, such assessments to be fixed, established, and collected from time to time as hereinafter provided.
Section 2. The annual and special assessments, together with such interest thereon and costs of collection thereof, as hereinafter provided, shall be a charge on the land and shall be a continuing lien upon, the property against which each such assessment is made.
Section 3. Each such assessment, together with such interest, costs and reasonable attorney's fees shall also be the joint and several personal obligations of the person (or persons) who is the Owner of such property at the time when the assessment falls due. This personal obligation shall not pass to his/her successors in title unless expressly assumed by them.
Section 4. Purpose of Assessments. The assessments levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety and welfare of the residents in the properties and in particular for the improvement and maintenance of the Common Areas, services and facilities devoted to this purpose and related to the use and enjoyment of the Common Area, and those expenses mentioned under Article IV.
Section 5. Special Assessments for Capital Improvements. In addition to the annual assessments authorized above, the Association may levy in any assessment year, a special assessment applicable to that year only, for the purpose of defraying, in whole -or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement upon the Common Area, including the necessary fixtures and personal property related thereto, provided that any such assessment shall have the assent of fifty-one percent (51%) of the votes of the members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all members not less than Ten (10) days, nor more than Fifty (50) days in advance of the meeting setting forth the purpose of the meeting.
Section 6. Uniform Rate of Assessment. Both annual and special assessments may be fixed at a uniform rate for all lots regardless of size, value of improvements constructed thereon and number of persons occupying the same and may be collected on a quarterly basis.
Section 7. Date of Commencement of Annual Assessments. Due Dates. Such annual assessment shall commence, as to all lots in each group of lots subjected to the Deed of Dedication and these By-Laws, on the first day of the month following the first conveyance to an Owner of a lot in each such group of lots. The first annual assessment shall be adjusted according to the number of months remaining in the calendar year. The Board of Directors shall fix the amount of such annual assessment at least thirty (30) days in advance of such annual assessment period. Written notice of the annual assessment shall be sent to every Owner subject thereto. The due dates shall be established by the Board of Directors.
Section 8. The Association shall upon demand at any time furnish a certificate in writing signed by an officer of the Association setting forth whether the assessments on a specified lot have been paid. A reasonable charge may be made by the Board for the issuance of these certificates. Such certificate shall be conclusive evidence of payment of any assessment therein stated to have been paid.
Section 9. Effect of Nonpayment of Assessments. Remedies of the Association. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment may bear interest from the date of delinquency at the rate of eighteen percent (18%) per annum, or one and one.-half (1&1/2 %) per month and the Association may bring an action at law against the property; and interest, costs, and any and all attorneys’ fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Area or abandonment of his Lot. The annual assessment will be divided into equal quarterly assessments, payable upon notice. Any member in arrears in the sum of $100.00, shall have a lien placed on his property where an account has been referred for collections by Association legal counsel.
Section 10. Establishment and Payment of Assessments. Assessments shall be established and levied by the Board of Directors as set forth herein and in the Deed of Dedication and these By-Laws. Each Owner liable therefor shall pay the assessments established by the Deed of Dedication and these By-Laws and these By-Laws. No Owner shall be liable for the payment of any part of the assessment against his/her Lot that may be due subsequent to the date of recordation of a conveyance by him/her in fee of such Lot to a successor Owner (except a conveyance as security for the performance of an obligation). Each such assessment, together with the interest, late charges and costs of collection, including any and all attorneys’ fees, shall be the personal obligation of the Owner at the time the assessment becomes due.
Section 11. Collection of Assessments. Subject to and in accordance with the Deed of Dedication and these By-Laws, the Board of Directors may take action to collect any assessments due from any Owner. Each defaulting Owner shall be responsible to pay all costs of collection incurred by the Association, including without limitation, reasonable attorney’s fees, filing and other related costs, interest, late charges and any other administrative charges established by the Board through a policy resolution.
Section 12. Right of Acceleration. The payment and collection of the assessments made pursuant to this Article shall be in accordance with the terms providing for the payment and collection of assessments in these Deed of Dedication and these By-Laws, including without limitation the right reserved to the Board of Directors to accelerate payment of assessments and the right to recover attorney’s fees and costs.
Section 13. Late Charges. Any assessment levied pursuant to the Deed of Dedication and these By-Laws, or any installment thereof, which is not paid within fifteen (15) days after it is due, may at the option of the Board of Directors be subject to a late charge of not less than ten percent (10%) per quarter of the balance due from each quarterly assessment in arrears, or such other amounts as the Board of Directors may fix, and in addition, the Board of Directors may declare the installments which would otherwise be due during the remaining fiscal year immediately due and payable and may take those actions to collect such accelerated amounts as are provided in these By-Laws for the collection of assessments.
Section 14. Individual Assessments. The Board of Directors shall have the power to assess an Owner of a Lot, individually: (i) for the amount of any costs or expenses incurred by the Association as provided for in the Deed of Dedication or By-Laws ; (ii) for any charges imposed by the Association as provided for in the Deed of Dedication or By-Laws; (iii) for any other costs incurred by the Association due to any act or omission for which such Owner is responsible under the Deed of Dedication or By-Laws; and Individual Assessments for special services paid by each Lot Owner which must be paid in advance prior to special services for a particular lot or lot owner.
Section 15. Statement of Assessments. Upon written request, the Association shall promptly provide any Owner, contract purchaser, or Mortgagee with a written statement of the amount of the regular and any special assessment levied against a Lot and all unpaid assessments due from such Owner.
Section 16. Disclosure Packets. In addition to providing a statement of assessments, the Association shall provide to the Owner of a Lot the Association Disclosure Packet, who has contracted to sell the same, within the time parameters established in the Virginia Code. The Association may charge a fee for the preparation and issuance of each disclosure packet subject to the requirements of Virginia law.
Section 17. Subordination of the Lien to Mortgages. The lien of the assessment provided for herein shall be subordinate to the lien of any mortgage (or mortgages) or deed (or deeds) of trust. Sale or transfer of any lot pursuant to the foreclosure under such mortgage or deed of trust or pursuant to any proceeding in lieu of foreclosure shall extinguish the lien of such assessments as to payment thereof which became due prior to such sale or transfer. No such sale or transfer shall relieve such lot or the purchasers thereof from the lien of any assessments thereafter becoming due, nor the purchasers thereof from liability for the payment thereof.
Section 18. Exempt Property. The following properties subject to the Deed of Dedication and these By-Laws shall be exempt from the assessments created herein:
(a) all properties dedicated to and accepted by a local public authority;
(b) the Common Area; and
(c) all properties owned by a charitable or nonprofit organization exempt from taxation by the laws of the State of Virginia. However, no land or improvements devoted to dwelling use shall be exempt from said assessments.
ARTICLE XIV - OPERATION OF THE PROPERTY
Section 1. Fiscal Year. The fiscal year of the Association shall consist of the twelve (12) month period commencing January thru December or such other on date as may be determined by the Board of Directors.
Section 2. Preparation and Approval of Budget. The Board of Directors shall adopt a budget for each fiscal year. In adopting a budget, the Board of Directors shall establish a reserve fund to cover the cost of replacing Common Area items at the end of their useful life and a reserve contingency fund for unanticipated cost overruns or events. The failure or delay of the Board of Directors to prepare or adopt a budget for any fiscal year after the initial budget is adopted shall not constitute a waiver or release in any manner of an Owner’s obligation to pay his/her assessment as herein provided whenever the same shall be determined and, in the absence of any annual budget or adjusted budget, each Owner liable therefor shall continue to pay each periodic installment at the rate established for the previous fiscal year until notice of the periodic payment which is due more than ten days after such new annual or adjusted budget shall have been delivered.
Section 3. Restrictions. All restrictions concerning the property shall be located in the Rules and Regulations as adopted from time to time by the Board of Directors, as if incorporated herein, and are subject to modification and amendment pursuant to Article XI.
Section 4. Definitions. Capitalized terms used in these By-Laws, which are not defined shall have the meanings specified for such terms in the Deed of Dedication, or if not defined therein, meaning specified for such terms in the Virginia Property Owners’ Association Act, or as defined herein:
1. “Building or building”: means, at any given time, any structure created on the Property.
2. “Cost of Collection”: any costs or charge , expense or payment to others incurred by the Association in the collection and/ or enforcement of the assessment obligation, rule enforcement, enforcement of restrictive covenants’, to include any costs, court costs, sanctions, penalties, or any other charges incurred by the Association, whether from management, its vendors or legal counsel to be assessment against a Unit Owner as part of the charges and fees due the Association, and as may be further defined by any Rule or Regulations adopted by the Board of Directors.
3. “Property or property”: means, at any given time, the land designated as such in the plat attached to the Deed of Resubdivision, together with all improvements and appurtenances thereto now or hereafter existing.
4. “Acceleration”. Acceleration shall mean the automatic acceleration of all assessment payments due through the end of a fiscal year when any account is turned over for collection of delinquent assessments and charges.
5. “Governing Documents” refers to all Deed of Dedication, Deed of Resubdivision and Rededication and Easement Agreement, the First Amendment to the Deed of Amendment to The Deeds Of Dedication Of Reston (The Reston Declaration) Articles of Incorporation and By-Laws and any rules or policies currently in effect.
6. “Management” and/or “Management Agent” means at any given time the duly hired professional management team to manage the Association. In addition, management can mean the act of the Board in taking acts, actions, or decisions as permitted by these By-Laws.
7. “Good standing” shall mean and refer to any member who is not more than sixty days delinquent in meeting any financial obligations to the Association or whose lot is not otherwise in violation of the Oak Springs Cluster By-Laws, rules and regulations and or the Reston Documents.
8. “Upkeep” shall mean and refer to inspection, maintenance, repair, repainting, remodeling, restoration, improvement, renovation, alteration, replacement, and reconstruction.
ARTICLE XV - BOOKS AND RECORDS
Section 1. The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Deed of Dedication and these By-Laws, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.
ARTILE XVI - ENFORCEMENT AND DUE PROCESS
Section 1. Enforcement - Legal Proceedings. The Association, or any Owner, shall have the right to enforce, by a proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens and charges now or hereafter imposed by the provisions of this Deed of Dedication and By-Laws Failure by the Association or by any Owner to enforce any right, provision, covenant or condition which may be granted by this Deed of Dedication, By-Laws shall not constitute a waiver of the right of the Association or an Owner to enforce such right, provision, covenant or condition in the future. All rights, remedies and privileges granted to the Association or any Owner pursuant to any term, provision, Covenant or condition of this Deed of Dedication, By-Laws shall be deemed to be cumulative, and the exercise of any one or more thereof shall not be deemed to constitute an election of remedies, or shall it preclude the party exercising the same from exercising such privileges as may be granted to such party by this Deed of Dedication, By-Laws, or at law or in equity.
Section 2. Attorney’s Fees and Costs. In any legal or administrative proceeding arising out of any alleged default by an Owner, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, including costs of collection, as it has expended in any legal or administrative action.
Section 3. Enforcement - Charges and Suspension of Rights. In addition to the other rights set forth in this Deed of Dedication, By-Laws, the Board of Directors has the power to impose monetary charges and to suspend the right to vote in the Association and the right to use the Common Area or other rights in the case of an Owner found to be responsible for a violation of the Deed of Dedication, By-Laws or rules and regulations of the Association; provided, however, that the Board of Directors may not deny an Owner the use of the Common Area for ingress and egress to such Owner’s Lot or utility services. The amount of any charges so assessed shall not be limited to the expense or damage to the Association caused by the violation but shall not exceed the statutory amounts as permitted under Virginia law. Charges assessed shall be treated as an assessment against the Owner’s Lot. The Board may suspend the right of the Owner or other occupant, and the right of such Owner’s household, tenants, guests, invitees, employees and licensees to use the Common Area for a reasonable period not to exceed thirty (30) days, for any violation of any provision of the Deed of Dedication, By-Laws or Association rules and regulations, or for any period of during which an assessment payment, including installment payments, which are more than sixty (60) days past due, remains unpaid.
Section 4. Enforcement - Abating and Enjoining Violations. The provisions of the rules and regulations adopted by the Board of Directors or any breach of this Deed of Dedication or By-Laws shall give the Board, on behalf of the Association, the right, in addition to the other rights set forth in this Deed of Dedication, By-Laws: (i) to enter the portion of the Lot (excluding any dwelling on the Lot) on which, or as to which, such violation or breach exists and summarily to abate and remove, at the expense of the defaulting Owner, which shall be treated as Individual Assessment, any structure, thing or condition that may exist therein contrary to the intent or meaning of this Deed of Dedication, By-Laws or the Association rules and regulations, and the Board of Directors shall not be deemed guilty of trespass; (ii) to use self-help to remove or cure any violation of this Deed of Dedication, By-Laws or the rules and regulations on the Properties (including the towing of motor vehicles) and to charge the associated expenses and costs back to the Owner(s) of the affected Lot(s) as an Individual Assessment; or (iii) to enjoin, abate or remedy by appropriate administrative or legal proceeding, either at law or in equity, the continuance of such breach; provided, however, that before any construction may be altered or demolished (except in emergencies) judicial proceedings shall be initiated.
(a) Cost of Collection and Enforcement: Each Owner of a Lot shall be liable to the Association for any costs incurred by the Association and the expense of all upkeep rendered necessary by such Owners act or omission to act, or the act or omission to act of such Owner’s tenant, and such Owners and /or Tenant household members, guests, employees, agents or invitees, regardless of neglect or culpability, to the extent such expense is not covered by the proceeds of insurance carried by the Association. Any costs, including without limitation any and all legal fees, management fees, costs and charges incurred as a result of a failure to comply with the Association Documents and Rule and Regulations by any Owner, tenant, guests, may be assessed against such Lot Owners Account upon the direction of the Board of Directors to so charge all costs of collection and enforcement actions to the Lot Owner.
Section 5. Due Process. The Board of Directors, before imposing any change or before taking any action affecting one or more specific Lot Owner, shall afford such person the following basic due process rights.
(a) Notice. The member shall be afforded prior written notice of any action pursuant to which the member shall be given reasonable opportunity under the circumstances to sure the alleged violation, prior to the imposition of any sanction. The notice shall also state that the respondent is entitled to a hearing. Notice of any hearing shall be mailed by registered or certified mail, return receipt requested, to the Owner at such Owner’s address of record with the Association at least fourteen days prior to such hearing. All notices shall conform to the current requirements of Virginia law.
(b) Hearing. If the alleged violation remains uncorrected the Member shall be given an opportunity to be heard at a hearing at which the Board of Directors, as appropriate, discusses such charge or action. Each person so appearing shall have the right to be represented by such person’s counsel, at such person’s own expense.
(c) Fairness. The Board of Directors shall treat all persons equitably, based upon decision-making procedures, standards and guidelines which shall be applied to all persons consistently.
Section 6. Severability. Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect.
ARTICLE XVII – RENTAL AND LEASING RESTRICTIONS
Section 1. No unit shall be used or occupied for transient or hotel purposes or in any event for an initial period of less than six months; no portion of any residential unit other than the entire unit, shall be lease for any period; provided, however, that a reasonable number of roommates is permitted.
Section 2. Limitation on Leasing/Rental of Units. The purpose of this provision is to set forth the limitations and restrictions about lease or rental of residential units. The primary purpose of the limits and restrictions is to protect and preserve property values, to protect to the extent possible the ability of owners and prospective purchasers to obtain loans to refinance or purchase units and to preserve the residential nature and quality of the Communitycondominium by placing a limit on the number of units that may be leased or rented to third parties.
“Lease” or “Rental” means any agreement between owner and a third party whereby the third party receives the use and possession of the owner’s unit (without the owner in residence) and the owner receives monetary or other compensation in return for those rights.
“Third Party” for purposes of this section means any party without an ownership interest in the unit, but does not include a spouse, life partner, parent, child or sibling of an owner.
Quota” for purposes of this section means the proportionate number of units that may be leased/rented [12 units] under this section, in relation to the total number of units [58 units], or twenty percent (20%) of the total number of units.
“Unit” “Residential Unit “or “Subject Unit” refers to a OakSpring Cluster residential unit, defined as the Lot to be leased/rented.
Rights of Owners: Any owner shall be entitled to rent/lease his/her unit in any case where one or more of the following circumstances exist:
No residential unit may be rented for less than six months, and no temporary (48 hours or less), overnight (12 hours or less) or extended stay rentals (seven days or less) are permitted.
The Board of Directors has formally approved, in writing, the owner’s written request to lease/rent the subject unit.
The owner has requested and received Board approval for a “one year” temporary right to lease upon a showing of special circumstances or an economic hardship.
Request for Approval of Board: All owners must seek approval prior to entering into a lease. The Board of Directors has the power to approve or disapprove requests to rent/lease units, as set forth below.
Before the lease of any Residential Unit may be approved, the owner must provide the Board of Directors with all of the following documents:
A written request to lease/rent the Residential Unit, identifying the subject unit and stating the proposed lease term and tenant (if known).
A signed statement that the lease agreement includes the following:
The tenant shall be subject to all of the provisions of the governing documents as are the owners; and
Failure to comply with the provisions of the governing documents will constitute a default and/or breach under the rental/lease agreement; and
“Statement of Hardship” or “Request for Temporary ‘One Year’ Grace Period” and “Request for Board Hearing” if the owner wishes to qualify for approval under (D) 4 or 5, below.
A written requests and supporting documents must be mailed or hand-delivered personally to the Association’s Property Manager.
The Board of Directors has a maximum of forty-five (45) days to approve or disapprove any request properly made in writing, from the date the Board receives the complete application. If the Board fails to respond within that period of time, its right to disapprove the request is waived, except in special cases under (D) 4 or 5.
Any Residential Unit approved for lease/rent may not be vacant for more than ninety (90) consecutive days at any time. If any unit approved for lease/rent is vacant over ninety (90) days, the owner must reapply for approval from the Board and the Residential Unit will be placed at the end of the waiting list if one then exists.
Criteria for Approval:
Required Approval of Lease Application: The Board of Directors shall approve any request to lease a Residential Unit so long as the following conditions exist:
The quota of 12 rented/leased residential units has not yet been reached; and
The applying owner owns no other leased residential unit in the Association; or
At the time of application, the Residential Unit remains subject to a lease which was in effect at the time this Amendment was recorded.
The Board has discretion to deny applications if the conditions of Section II (B) and (C), above, are not met and if no exception is granted under (D) 4 or 5.
The Board of Directors shall not approve any requests to lease/rent a Residential Unit where the lease term stated is less than six months (or no lease term is stated).
“Special Circumstances” Cases: The Board of Directors has discretion to approve leasing in “Special Circumstances” where this limiting lease/ rental provision will create a serious temporary financial hardship on an owner. In order to qualify, an owner must provide the Board of Directors with a written “Statement of Hardship” and “Request for Hearing”.
“Economic Hardship/Depressed” Market: The Board of Directors has discretion to define “hardship” criteria and consider applications for approval under this section.
Hearing Procedure: If a hearing is requested, the Board shall set a hearing within fifteen (15) days of the request to lease/rent the Residential Unit, if possible. The Board shall endeavor to make its determination within fifteen (15) days after the hearing. In special circumstances and economic hardship cases, these time limits may be extended, and the 45-day waiver provision in (C) (b) does not apply.
All owners of leased or rented units have the duty to notify the Association in writing that their unit is leased/rented, providing the name and telephone number of their tenant(s), information regarding the lease term and their own contact information, and a copy of the executed lease within fifteen (15) days after this measure becomes effective or within fifteen (15) days after lease is executed when lease is entered after the effective date of this amendment.
All owners, upon passage of this Amendment, have the duty to follow the procedures set forth in (II) (C) before they rent or lease their unit.
Lease Continuance: An owner who has obtained approval to lease may thereafter continue to lease the residential unit to the same tenant, whether by extension or renewal, without regard to the Quota. In the event a lessee vacates a unit within one year after the Board of Directors has approved a lease of the residential unit, the unit owner may release the unit, subject to the other provisions of this Section 11, without regard to the Quota. In the event an owner sells a leased unit, the approval to lease the unit shall expire at the end of the then current term of the lease.
Enforcement: Enforcement of these provisions regarding rental or lease of units shall be by any proceeding at law or in equity, either to enjoin an existing or intended violation, and/or to recover damages, if any, or by any means or remedies authorized by the governing documents of the Association (including monetary fines or disciplinary action). Failure to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so.
The Association shall be entitled to reimbursement for attorney’s fees and costs of legal representation in any actions at law or otherwise necessary to enforce the provisions of this Section XVI.
Intent: This entire provision is intended to benefit all of the residents and properties by providing control over the number of rented/leased units in the development. The owners, by approving the provisions, recognize that certain secondary lenders have placed restrictions on loan approval for properties in high percentage non-owner-occupied developments. Additionally, the owners recognize community association industry studies that indicate property values in high percentage non-owner-occupied developments tend to decline (or at least are not likely to appreciate as rapidly as they might otherwise appreciate) because of problems that are peculiar to high percentage non-owner-occupied developments. The owners intend that by their approval, the provisions in this Article shall run with the land and shall be binding on all parties having or acquiring any right, title or interest in the real property more fully described in the Deed of Dedication and By-Laws that this section amends.
IN WITNESS WHEREOF, OakSpring Cluster Association has caused this Amendment to be executed pursuant to due and proper authority as of the date first set forth above.
OakSpring Cluster Association
By: ___________________________ [SEAL]
Keith Whitney, President
By: ___________________________ [SEAL]
Michael B. Millett, Vice President
By: ___________________________ [SEAL]
David Bush, Treasurer
By: ___________________________ [SEAL]
Linda J Stephens, Secretary
By: ___________________________ [SEAL]
I, the undersigned, do hereby certify:
THAT I am the duly elected Secretary of the OakSpring Cluster Association, a Virginia non-stock corporation; and THAT the forgoing By-Laws constitute the original By-Laws of said Association, as duly adopted amended and restated at a meeting of the Board of Directors thereof, held on _____________ day of ___________, 2018.
IN WITNESS WHEREOF, I have hereunto subscribed my name as Secretary of said Association this ________________ day of ______________, 2018.
Linda J. Stevens