AMENDED AND RESTATED

FALLS RUN COMMUNITY ASSOCIATION

Revised: April 22, 2009

BYLAWS

ARTICLE IV

Officers

4.1       Officers.    The officers of the Association shall be a President, Vice President, Secretary, and Treasurer. The President shall be elected from among the members of the Board; other officers may, but need not, be members of the Board. The Board may appoint such other officers, including one (1) or more Assistant Secretaries and one (1) or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed by the Board. Any two (2) or more offices may be held by the same person, except the offices of President, and Secretary.

4.2       Election and Term of Office.   The officers of the Association shall be elected annually by the Board at the first meeting of the Board following installation of directors at the annual meeting.

4.3       Powers and Duties.    The officers of the Association shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may specifically be conferred or imposed by the Board.

(A)       President.    The President shall be the chief executive officer of the Association and shall preside at all meetings of the Association and of the Board of Directors. He or she shall have all of the general powers and duties which are incident to the office of president of a corporation organized under the Virginia Nonstock Corporation Act, including, but not limited to, the power to appoint committees, subject to the confirmation of the Board of Directors, act as the main point of contact with Association management, and make decisions appropriate in the conduct of the affairs of the Association.

(B)       Vice President.    The Vice President shall take the place and perform the duties of the President whenever the President is absent or unable to act. If neither the President nor the Vice President is able to act, the Board of Directors shall appoint some other member of the Board of Directors to act in the place of the President on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed upon him or her by the Board of Directors or by the President.

(C)       Secretary.    The Secretary shall keep the minutes of all meetings of the Association and of the Board of Directors. He or she shall have charge of such books and papers as the Board of Directors may direct, and he or she shall, in general, perform all the duties incident to the office of the secretary of a corporation organized under the Virginia  Nonstock Corporation Act. The secretary shall hold responsibility for filing the annual report required by Virginia Code Section 55-516-1.  In the Secretary’s absence, any officer directed by the Board shall perform the duties incident to the office of the secretary.

(D)       Treasurer.    The Treasurer shall be responsible for overseeing the Association funds and securities and keep full and accurate financial records and books of account showing all required financial data.  He or she shall oversee the deposit of all monies and other valuable effects in the name of the Board of Directors or the Managing Agent in such depositories as may from time to time be designated by the Board of Directors.  The Treasurer shall have primary responsibility for preparing the budget as provided for in the Declaration and may delegate all or part of the preparation and notification duties to a finance committee, management agent, or both.  It is the duty of the Secretary and the Treasurer to prepare the disclosure packets required by Virginia Code Section 55-512.

 4.4      Resignation.    Any officer may resign at any time by giving written notice to the Board, the President, or the Secretary. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.5       Agreements, Contracts, Deeds, Leases, Checks, Etc.    All agreements, contracts, deeds, leases, checks, and other instruments of the Association shall be executed by at least two (2) officers or by such other person or persons as may be designated by resolution of the Board.

4.6       Compensation.    Compensation of officers shall be subject to the same limitations as compensation of Directors under Section 3.11 hereof.