By-Laws

By-Laws

BY-LAWS

OF

CEDAR GROVE PARK ASSOCIATION

 

ARTICLE I


 

NAME AND LOCATION.  The name of the corporation is Cedar Grove Park Association, hereinafter referred to as the "Association".  The principal office of the corporation shall be located at 2014 North 16th Street Arlington, Virginia  22216 but meetings of members and directors will be held at such places within the State of Virginia, County of Fairfax, as may be designated by the Board of Directors.

ARTICLE II

DEFINITIONS

Section 1.        "Association" shall mean and refer to Cedar Grove Park Association, its successors and assigns.

Section 2.          "Properties"
shall mean and refer to that certain real property described in the
Declaration of Covenants, Conditions and Restrictions, and such
additions thereto as may hereafter be brought within the jurisdiction
of the Association.

Section 3.        "Common Area" shall mean all real property owned by the Association for the common use and enjoyment of the Owners.

Section 4.        "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.

Section 5.        "Owner"
shall mean and refer to the record owner, whether one or more persons
or entities, of the fee simple title to any Lot which is a part of the
Properties, including contract sellers, but excluding those having such
interest merely as security for the performance of an obligation.

Section 6.        "Declarant" shall mean and refer to Frank L. Weinstein and Harry E. Jagoda,
its successors and assigns if such successors or assigns should acquire
more than one undeveloped Lot from the Declarant for the purpose of
development.

Section 7.        "Declaration"
shall mean and refer to the Declaration of Covenants, Conditions, and
Restrictions applicable to the Properties recorded in the Office Clerk of the Circuit Court of Fairfax County, Virginia. 

Section 8.        "Member" shall mean and refer to those persons entitled to membership as provided in the Declaration.

ARTICLE III

MEETINGS OF MEMBERS

Section 1.        Annual Meetings.  The
first annual meeting of the members shall be held within one year from
the date of incorporation of the Association, and each subsequent
regular annual meeting of the members shall be held on the same day of
the same month of each year thereafter, at the hour of one o'clock P.M.  If
the day for the annual meeting of the members is a legal holiday, the
meeting will be held at the same hour on the first day following which
is not a legal holiday.

Section 2.        Special Meetings.  Special
meetings of the members may be called at any time by the president or
by the Board of Directors, or upon written request of the members who
are entitled to vote one-fourth (1/4) of all the votes of the class A
membership.

Section 3.        Notice of Meetings.  Written
notice of each meeting of the members shall be given by, or at the
direction of, the secretary or person authorized to call the meeting,
by mailing a copy of such notice, postage prepaid, at least 15 days
before such meeting to each member entitled to vote thereat, addressed
to the member's address last appearing on the books of the Association,
or supplied by such member to the Association for the purpose of notice.  Such
notice shall specify the place, day and hour of the meeting, and, in
the case of a special meeting, the purpose of the meeting.

Section 4.        Quorum.  The
presence at the meeting of members entitled to cast, or of proxies
entitled to cast, one-tenth (1/10) of the votes of each class of
membership shall constitute a quorum for any action except as otherwise
provided in the Articles of Incorporation, the Declaration, or these
By-Laws.  If, however, such quorum shall not
be present or represented at any meeting, the members entitled to vote
thereat shall have power to adjourn the meeting from time to time,
without announcement at the meeting, until a quorum as aforesaid shall
be present or be represented.

Section 5.        Proxies.  At all meetings of members, each member may vote in person or by proxy.  All proxies shall be in writing and filed with the secretary.  Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot.

ARTICLE IV

BOARD OF DIRECTORS:  SELECTION:  TERM OF OFFICE ______________

ARTICLE IV.  Section I  Number.  The affairs of this Association shall be managed by a Board of Five (5) Directors, who need not be members of the Association.

ARTICLE IV.  Section 2.  Term of Office.  At the first annual meeting, the members shall elect Five (5) Directors for a term of one year.

Section 3.        Removal.  Any director may be removed from the Board, with or without cause by a majority vote of the members of the Association.  In the event              ,
resignation or removal of a director, his successor shall be selected
by the remaining members of the Board and shall serve for the unexpired
term of his successor.

Section 4.          Compensation.  No director shall receive compensation for any service he may render to the Association.  However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.

Section 5.        Action Taken Without a Meeting.  The
directors shall have the power to take any action in the absence of a
meeting which they could take at a meeting by obtaining the written
approval of all the directors.  Any action so taken shall have the same effect as though taken at a meeting of the directors.

ARTICLE V

NOMINATION AND ELECTION OF DIRECTORS

Section 1.        Nomination.  Nomination for election to the Board of Directors shall be made by a Nominating Committee.  Nominations may also be made from the members at the annual meeting.  The
Nominating Committee shall consist of a Chairman, who shall be a member
of the Board of Directors, and two or more members of the Association.  The
Nominating Committee shall be appointed by the Board of Directors prior
to each annual meeting of the members, to serve from the close of such
annual meetings until the close of the next annual meeting and such
appointments shall be announced at each annual meeting.  The
Nominating Committee shall make as many Nominations for election to the
Board of Directors as it shall in its discretion determine, but not
less than the number of vacancies that are to be filled.  Such nominations may be made from among members or non-members.

Section 2.        Election.  Election to the Board of Directors shall be by secret written ballot.  At
each such election, the members or their proxies may cast, in respect
to such vacancy, as many votes as they are entitled to exercise under
the provisions of this declaration.  The persons receiving the largest number of votes, shall be elected.  Cumulative voting is not permitted.

ARTICLE VI

MEETINGS OF DIRECTORS

Section 1.        Regular Meetings.  Regular
meetings of the Board of Directors shall be held every month without
notice, at such place and hour as may be fixed from time to time by
resolution of the Board.  Should said
meeting fall upon a legal holiday, then that meeting shall be held at
the same time on the next day which is not a legal holiday.

Section 2.        Special Meetings.  Special
meetings of the Board of Directors shall be held when called by the
president of the Association, or by any two directors, after not less
than three (3) days notice to each director.

Section 3.        Quorum.  A majority of the number of directors shall constitute a quorum for the transaction of business.  Every
act or decision done or made by a majority of the directors present at
a duly held meeting at which a quorum is present shall be regarded as
the act of the Board.

 

 

SECTION VII

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

 

Section 1.        Powers.  The Board of Directors shall have power to:

 

                       
(a)        adopt
and publish rules and regulations governing the use of the Common Area
and facilities, and the personal conduct of the members and their
guests thereon, and to establish penalties for the infraction thereof;

 

(b)       suspend
the voting rights and right to use the recreational facilities of a
member during any period in which such member shall be in default in
the payment of any assessment levied by the Association.  Such
rights may also be suspended after notice and hearing, for a period not
to exceed 60 days for infraction of the published rules and
regulations;

 

(c)        exercise
for the Association all powers, duties and authority vested in or
delegated to this Association and not reserved to the membership by
other provisions of these By-Laws, the Articles of Incorporation, or
the declaration;

 

                       
(d)       declare
the office of a member of the Board of Directors to be vacant in the
event such member shall be absent from three (3) consecutive regular
meetings of the Board of Directors; and

 

(e)        employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.

 

Section 2.        Duties.  It shall be the duty of the Board of Directors to:

 

(a)        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 one-fourth (1/4) of the Class A members who are entitled
to vote.

 

(b)       supervise all officers, agents, and employees of this Association, and to see that their duties are property performed;

 

(c)      as more fully set forth in the Declaration, to:

 

(1)       fix the amount of the annual assessments against each Lot at least 30 days in advance of each annual assessment period;

 

(2)       send
written notice of each assessment to every Owner subject thereto at
least thirty (30) days in advance of each annual assessment period; and

 

(3)       foreclose
the lien against any property for which assessments are not paid within
thirty (30) days after due date or to bring an action as law against
the owner personally obligated to pay the same.

 

(d)       issue,
or cause an appropriate officer to issue, upon demand by any person, a
certificate setting forth whether or not any assessment has been paid.  A reasonable charge may be made by the Board for the issuance of these certificates.  If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;

 

(e)        procure and maintain adequate liability and hazard insurance on property owned by the Association;

 

(f)        cause all officers or employees having fiscal responsibilities to be bonded, as it may seem appropriate; 

 

(g)      cause the Common Area to be maintained.

 

ARTICLE VII

 

OFFICERS AND THEIR DUTIES

Section 1.        Enumeration of Officers.  The
officers of this Association shall be president and vice president, who
shall at all times be members of the Board of Directors, a secretary,
and a treasurer, and such other officers as the Board from time to time
by resolution creates.

 

Section 2.        Election of Directors.  The
election of officers shall take place the first meeting of the Board of
Directors following each annual meeting of the members.

 

Section 3.        Term.  The officers of this Association shall be elected annually.  The
Board and each shall hold office for one (1) year, unless he shall
sooner resign or shall be removed, or otherwise disqualified to serve.

 

Section 4.        Special Appointments.  The
Board may elect such other officers that affairs of the Association may
require, each of whom shall hold office for such a period, have such
authority, and perform such duties as the Board may, from time to time,
determine.

 

Section 5.        Resignation and Removal.  Any officer may be removed from office with or without cause by the Board.  Any officer may resign at any time giving the written notice to the Board, the president or the secretary.  Such
resignations will take effect on the date of receipt of such notice or
at any later time specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

 

Section 6.        Vacancies.  A vacancy in any office shall be filled by appointment by the Board.  The officer appointed to fill such vacancy shall serve for the remainder of the term of the officer he replaces.

 

Section 7.        Multiple Offices.  The offices of secretary and treasurer may be by the same person.  No
person shall simultaneously hold more than one of the other offices
except in the case of special offices created pursuant to Section 4 of
this Article.

 

Section 8.        Duties.  The duties of the officers are as follows:

 

President

 

 

            (a)        The
president shall preside at all meetings of the Board of Directors;
shall insure that orders and resolutions of the Board are carried out;
sign all leases, mortgages, deeds, and other written instruments and
shall co-sign all checks and promissory notes.

 

Vice-President

 

            (b)       The
vice-president shall act in the place and stead of the president in the
event of his absence, inability or refusal to act, and shall exercise
and                such
other duties as may be required of him by the Board.

 

Secretary

 

            (c)        The
Secretary shall record the votes and keep the minutes of all meetings
and proceedings of the Board and of the members, keep the corporate
seal of the Association and affix it on all papers requiring said seal;
serve notice of meetings of the Board and of the members; keep
appropriate current records showing the directors of the Association
together with their addresses, and shall perform such other duties as
are required by the Board.

 

Treasurer

 

            (d)       The
Treasurer shall receive and deposit in appropriate bank accounts all
monies of the Association and shall disburse such funds as directed by
resolution of the Board of Directors; shall sign all checks and
promissory notes of the Association; keep proper books of account;
cause an annual audit of the Association books to be made by a public
accountant at the completion of each fiscal year; and shall prepare an
annual budget and a statement of income and expenditures to be
presented to the membership at its regular annual meeting, and deliver
a copy of each to the members.

 

ARTICLE X

BOOKS AND RECORDS

 

The
books, records, and papers of the Association shall at all times,
during normal business hours, be subject to inspection by any member.  The
Declaration, 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 they may be purchased at
reasonable cost.

 

ARTICLE XI

ASSESSMENTS

 

As
more fully provided in the Declaration, each member is obligated to pay
the Association annual and special assessments which are secured by a
continuing lien upon the property against which the assessment is made.  Any assessments which are  not
paid within thirty (30) days after the due date, the assessment shall
bear interest from the date of delinquency at the rate of eight (8)
percent per annum, and the Association may bring any action at law
against the Owner personally obligated to pay the same or foreclose the
lien against the property, and interest costs, and reasonable
attorney's 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 nonuse of
the Common Area or abandonment of his Lot.

 

 

ARTICLE XII

CORPORATE SEAL

 

The
Association shall have a seal in circular form having within its
circumference the words
_______________________________________________________________

_____________________________________________________________________.

 

ARTICLE XIII

 

AMENDMENTS

 

Section 1.        These
By-Laws may be amended, at a regular or special meeting of the members,
by a vote of a majority of a quorum of members present or by proxy,
except that the Federal Housing Administration or the Veterans
Administration shall have the right to veto amendments while there is
Class B membership.

 

Section 2.        In
the case of any conflict between the Articles of Incorporation and
these By-Laws, the Articles shall control; and in the case of any
conflict between the Declaration and these By-Laws, the Declaration
shall control.

Posted by sseller on 08/30/2004