AMENDED AND RESTATED

FALLS RUN COMMUNITY ASSOCIATION

Revised: April 22, 2009

 

BYLAWS

ARTICLE II

 

Association: Membership, Annual and Special Meetings

 

2.1       Membership.    Every Owner shall be a Member of the Association.  The provisions pertaining to membership in the Declaration and Articles are incorporated herein by this reference.

 

2.2       Place of Meetings.    Meetings of the Association shall be held within the Properties or at such other suitable place within Stafford County, Commonwealth of Virginia, as may be designated by the Board.

 

2.3       Annual Meetings.    Annual meetings will be held by the Board so as to occur at least ten (10) days, but not more than one hundred twenty (120) days before the close of the Association’s fiscal year on a date and at a time set by the Board.

 

2.4       Special Meetings.    The President may call a special meeting of the Members.  In addition, it shall be the duty of the President to call a special meeting if so directed by resolution of the Board or upon a petition signed by Voting Members representing at least ten percent (10%) of the Dwelling Units.

 

2.5       Notice of Meetings.    The  Secretary shall cause written notice stating the place, day, and hour of any Association meeting to be delivered as required by Virginia Code Section 55-510E.  Except as otherwise provided in Virginia Code Section 13.1-842, such notice shall be sent not less than fourteen (14) nor more than sixty (60) days before the date of such meeting, by or at the direction of the President or the Secretary or the officers or persons calling the meeting.

 

(A)       Purpose of Meeting.   In the case of a special meeting or when otherwise   required by statute or these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.  No other business shall be transacted at a special meeting except as stated in the notice.

(B)       Delivery of Notice.    The notice of a meeting, if mailed, shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his or her address as it appears on the Association’s records, with postage prepaid.  If sent by facsimile, computer, fiber optics, cable, or such other similar communication device, notice shall be deemed to be delivered when transmitted to the Member at his or her address or number as it appears on the Association’s records. The failure of any Member to receive actual notice of a meeting of the Members shall not affect the validity of any action taken at such meeting.

 

2.6       Waiver of Notice.    Waiver of Notice of a meeting of the Members shall be deemed the equivalent of proper notice.  Any Voting Member may, in writing, waive notice of any meeting of the voting Members, either before or after such meeting.  Attendance at a meeting by a Voting Member shall be deemed waiver by such Voting Member of notice of the time, date, and place thereof, unless such Voting Member specifically objects to lack of proper notice at the beginning of the meeting.  Attendance at a special meeting also shall be deemed waiver of notice of all business transacted unless an objection on the basis of lack of proper notice is raised at the beginning of the meeting.

 

2.7       Adjournment of Meetings.    If any meeting of the Association cannot be held because a quorum is not present, the Voting Members who represent a majority of the votes present at the meeting may adjourn the meeting to a date not less than fourteen (14) nor more than thirty (30) days from the time the original meeting was called.  At the reconvened meeting, if a quorum is present, any business may be transacted which might have been transacted at the meeting originally called.  If a time and place for reconvening the meeting is not fixed by those in attendance at the original meeting or if for any reason a new date is fixed for reconvening the meeting after adjournment, notice of the time and place for reconvening the meeting shall be given to Voting Members in the manner prescribed for regular meetings.

 

2.8       Attendance at Meetings/Voting.    Any Member may be present at any meeting of the Members, but the voting rights shall be vested exclusively in the Voting Members. Each Voting Member shall be entitled to one (1) vote for each Dwelling Unit which the Voting Member represents.

 

2.9       Proxies.    Voting Members may vote in person or by proxy. Each proxy shall be in writing, dated, signed and filed with the Secretary prior to the meeting for which it is to be effective. Proxies may be delivered to the Secretary by personal delivery, U.S. mail or Electronic Transmission to any Board member or the professional management agent, if any. Unless otherwise provided in the proxy, a proxy shall cover all votes which the Voting Member giving such proxy is entitled to cast, and in the event of any conflict between two (2) or more proxies purporting to cover the same voting rights, the later dated proxy shall prevail, or if dated as of the same date, both shall be deemed invalid. No proxy shall be valid more than eleven (11) months after its execution. Every proxy shall be revocable and shall automatically cease upon conveyance of the Dwelling Unit which the Voting Member represents.

 

2.10    Majority.    As used in these Bylaws, the term “majority” shall mean those votes, Owners,  Voting Members, or other group, as the context may indicate, totaling more than fifty percent (50%) of the total eligible number.

 

2.11    Voting Member.    Voting Member, as defined in Article III, paragraph 3.3 of the Declaration of Covenants, Conditions, and Restrictions for Falls Run is the person designated by all of the owners of a Falls Run home.  Each Voting Member shall be entitled to one (1) vote for each Dwelling Unit which the voting Member represents.

 

2.12    Quorum.    Except as otherwise provided in these Bylaws or in the Declaration, the presence of the voting Members (in person or by proxy) representing at least ten percent (10%) of the total votes in the Association shall constitute a quorum at all meetings of the Association.

 

2.13    Conduct of Meetings.    The President shall preside over all meetings of the Association, and the Secretary shall keep the Minutes of the meeting and record in a Minute Book all resolutions adopted at the meeting, as well as a record of all transactions occurring at the meeting.