By-Laws Of Villamay Civic Association
ARTICLE I. NAME AND AREA
Section 1. NAME
This nonstock corporation has been created with the name Villamay Community Association, Inc., hereinafter referred to as the “Association”.
Section 2. Area
The area of the Villamay Community consists of Sections 1 through 10 of the subdivision known as Villamay and the following additional addresses immediately adjacent to and long associated with and included in the Community area: all the addresses on Huntly Place, on Sussex Place and the addresses numbered 7102 through 7118, 7120, and 7500 through 7508 on Park Terrace Drive.
ARTICLE II. PURPOSES
The purposes of the Association are:
(i). To promote the civic, educational and social welfare and the physical security of the residents of the Villamay Community and the physical security of the area in which the Villamay Community is located;
(ii). To seek the cooperation of and to cooperate with other organizations of similar purpose;
(iii). To maintain and improve the Villamay Community as a residential area by promoting public improvement and the beautification of the Villamay Community through the encouragement of interest in horticultural subjects and gardening activities, and
(iv). To maintain the architectural integrity of the Villamay subdivision by approving the construction of improvements consistent and compatible with the Restrictive Covenants.
ARTICLE III. MEMBERSHIP DUES
Section 1. MEMBERS
Persons of adult age residing in the Villamay Community, such as persons renting or persons owning real property, for which annual dues have been paid as prescribed by the By-Laws shall be members of the Association.
Section 2. VOTING
Each street address shall have one vote which may be cast by any member who resides at or is an owner of the property at that address, provided that only those members who own real property in Sections 1 through 10 of the Villamay subdivision, shall have the right to cast votes in meetings of the Association or of its Board of Directors on matters arising under the Restrictive Covenants applicable to the real property in Sections 1 through 10. A member who owns real property in Sections 1 through 10, does not reside at that property and wishes to vote on Restrictive Covenant matters, must communicate this intention in writing to the Association. In such cases, it is the absentee owner’s responsibility to keep the Association informed of his/her address.
Section 3. ASSOCIATION YEAR
The association year shall begin on June 1 and continue through May 31 of the following calendar year.
Section 4. DUES
Membership dues shall be established annually for the street address in the Villamay Community area. The amount of annual dues shall be determined from time to time by the members of the Association on the recommendation of the Board of Directors. Annual dues shall be due and payable on the first day of June. If the dues for an Association year are not paid before August 1 of that Association year, membership for persons at that address shall cease, no vote for that address may be cast at Association meetings and persons from that address lose the right to attend meetings of the Board of Directors and committees of the Association. Reinstatement to membership shall be effected by payment of current dues for that address.
Section 5. HONORARY LIFE MEMBERS
The Board of Directors may designate as an Honorary Life Member any member of the Association who departs from Villamay and whose service to the Association is considered by the Board of Directors to warrant such recognition.
ARTICLE IV. OFFICERS
The officers of the Association shall consist of a President, a Vice President, a Secretary, and a Treasurer. Each officer shall also be a Director.
ARTICLE V. BOARD OF DIRECTORS
Section 1. COMPOSITION
There shall be a Board of Directors (of which the President of the Association shall be Chairman) comprised of the officers, the immediate past President of the Association, and four other Directors. Two-thirds (2/3) of the members of the Board shall constitute a quorum for the conduct of business. Only those members of the Board of Directors who own real property in Sections 1 through 10 may vote on matters arising under the Restrictive Covenants that apply to the real property in those Sections 1 through 10. The Board may declare that a temporary vacancy on the Board has occurred with respect to an item of business arising under such Covenants when a member of the Board may not vote on that item.
Section 2. REGULAR AND SPECIAL MEETINGS OF THE BOARD
a. Dates of Meetings, Notice, Records. The Board shall normally meet on the first Tuesday of each month. The Board shall hold special meetings at the call of the Chairman or at the call of any three (3) of its members. Notice of a meeting of the Board of Directors may be given orally. The Board shall maintain appropriate records of its proceedings.
b. Attendance by Association Members. Any member of the Association in good standing may attend meetings of the Board and be heard on matters of business, but only members of the Board shall vote on its decisions.
Section 3. GENERAL FUNCTIONS AND POWERS
a. Functions. The Board shall represent the Association in all matters affecting its interests and shall have general supervision over and full power to control the affairs of the Association during intervals between meetings, provided, however, that in the absence of Association approval the Board may not obligate the Association financially or expend the funds thereof for other than operating expenses. The Board may make a gift or a contribution of not more than $50 in value upon two-thirds (2/3) affirmative vote of the members of the Board. The Board may authorize annual expenditures of up to $750 per year for improvements to the community park which are recommended by the community park committee.
b. Powers. Except as limited by Section 3 (a) of this Article, any act of the Board in its general supervision and control of the affairs of the Association shall be binding on, and shall have the same force and effect as, an act of the Association, unless reversed by a majority vote of the members present at a regular meeting of the Association or at a special meeting called to review that action by the Board. In accordance with the procedures established in Article XII with respect to the administration of the Restrictive Covenants in Sections 1 through 10, a decision of the Board may be appealed by the applicant or by an affected property owner in Sections 1 through 10 to a meeting of the Association.
c. Filling Vacancies of Officers and Directors. The Board may fill a vacancy in any office or a vacancy as a Director by electing a person to serve until the next regular election is held. When a member of the Board may not vote on a matter arising under the Restrictive Covenants because that member is not an owner of real property in Sections 1 through 10, or because the member has disqualified himself or herself, the Board may appoint a temporary Director to participate in the consideration of and vote on that matter if the Board deems such an appointment necessary for an adequate consideration of the matter.
ARTICLE VI. ASSOCIATION MEETINGS
Section 1. REGULAR MEETINGS
Regular meetings of the Association shall normally be held in November and May. The meeting in May shall be the annual meeting. No less than ten (10) nor more than thirty (30) days before a regular meeting, all residents of Villamay shall be notified of the date, time and place of such meeting.
Section 2. SPECIAL MEETINGS
Special meetings of the Association may be called by the President or by the Board. On the written request of members casting the votes of fifteen (15) addresses in the Community, the President shall call a special meeting of the Association and notify all members by appropriate means of the date, place and time of the meeting. Notice of any special meetings shall be given not less than ten (10) days nor more than thirty (30) days before the date of the meeting and shall state the matter to be considered. No other business may be transacted.
Section 3. QUORUM
At any regular or special meeting of the Association, other than a special meeting pursuant to Article XII, Section 6, individuals representing twenty (20) votes present in person shall constitute a quorum for the transaction of business. Written proxies shall be recognized expect to determine the presence of a quorum.
Section 4. RULES OF ORDER
Meetings of the Association shall be governed by Roberts Rules of Order except where contrary rules are authorized herein.
ARTICLE VII. ELECTION OF OFFICERS AND DIRECTORS
Section 1. TIME OF ELECTION
The election of officers and Directors shall be held at the Annual Meeting. All officers shall be elected for a term of one association year and they shall assume their duties on the first day of June following their election. They shall continue to hold their respective offices until their successors are duly elected and installed. No officer may serve more than two consecutive terms in the same office.
Section 2. TERMS OF DIRECTORS
Two Directors shall be elected each year for the term of two association years. Directors shall assume their duties on the first day of June following their election and shall continue to serve as Directors until their successors are duly elected and installed. No Directors may serve as such for more than two consecutive years.
Section 3. NOMINATING COMMITTEE
During the month of February, the President shall appoint a Nominating Committee comprised of a Chairman and four other members. Thereafter, within twenty days, members of the Association shall be notified that a Nominating Committee has been formed, the names of the committee members, the offices for which elections are to be held, the respective terms of office, the schedule for a report from the Nominating Committee, provision for nominations from the floor, and the date on which the election will be held. Membership on the Nominating Committee does not disqualify a person for nomination for office.
Section 4. REPORT OF THE NOMINATING COMMITTEE
The Nominating Committee shall report at the April meeting of the Board of Directors. The Committee must have obtained the consent of any person whose name it shall place in nomination. After the report of the Nominating Committee, and not less than ten days nor more than thirty days before the Annual Meeting, members of the Association shall be notified that an election will be held, the date of the election, the names of persons nominated, that nominations from the floor will be in order, and the procedure for submitting absentee ballots.
Section 5. NOMINATIONS FROM THE FLOOR
Nominations for all offices and vacant directorships may also be made from the floor at the Annual Meeting. Any such nominations from the floor may only be made with the consent of the persons so nominated.
Section 6. ABSENTEE BALLOTS
One absentee ballot for any address may be cast in writing by mailing or delivering such ballot to the President of the Association at any time prior to the convening of the Annual Meeting. Any ballot thus cast may be withdrawn by the voter personally at the time the Annual Meeting is called to order.
Section 7. CONDUCT OF ELECTION
The President shall appoint three election officials to conduct the election and to canvass the vote for each office. A majority, or if there is no majority, a plurality of the votes cast shall constitute an election. In the event of a tie, the winner shall be determined by the toss of a coin.
ARTICLE VIII. DUTIES OF OFFICERS
Section 1. PRESIDENT
The President shall be the Chief Executive Officer of the Association and Chairman of the Board of Directors and shall have all powers appertaining to the office of President. He/she shall preside at all meetings of the Association and of the Board of Directors. The President shall be ex-officio a member of all committees except the Nominating Committee.
Section 2. VICE PRESIDENT
The Vice President shall act at the request of or in the absence of the President and at such times shall exercise the powers and discharge the duties of the President.
Section 3. SECRETARY
The Secretary shall keep appropriate records of all meetings of the Association and of the Board of Directors, recording the number of members present at general meetings and the names of all in attendance at meetings of the Board of Directors; shall keep an official copy of the By-Laws of the Association, entering upon such official copy all duly adopted amendments; shall issue such notices and shall attend to such correspondence of the Association as may be from time to time directed by the President.
Section 4. TREASURER
The Treasurer shall receive and account for all monies coming to the Association and shall disburse funds only upon proper authorization. At the beginning of each association year, the Treasurer shall notify all members by means of a printed invoice that annual dues are due and payable; shall notify all members who may be in arrears; and shall keep an accurate record of all members in good standing. The Treasurer shall provide the President with a list of members in good standing and shall promptly inform the President of all additions, deletions, or other changes to the list. The Treasurer shall give a report at each regular meeting of the Association. The books and accounts of the Treasurer shall be audited by a committee appointed by the outgoing President promptly upon the ending of the association year but prior to the first regular meeting of the Association in the new association year. The Treasurer shall deliver all funds and record books to his or her successor.
ARTICLE IX. ASSOCIATION AFFILIATIONS
The Association shall maintain active memberships in the Fairfax County Federation of Citizens Associations and in the Mount Vernon Council of Civic Associations. The President of the Association shall be the Association delegate to these organizations and may designate alternate delegates as he may deem appropriate from among the officers and directors of the Association.
ARTICE X. COMMITTEES
Section 1. STANDING COMMITTEES
The following shall be standing committees of the Association:
The Chairman of each committee shall be appointed by the President and the members of each committee shall be appointed by the President after consultation with the respective chairman.
Section 2. SPECIAL COMMITTEES
Special committees may be designated by the President at any time, and shall be designated when specifically directed by the Board of Directors or the membership of the Association.
Section 3. CALLING AND REPORTING ON MEETINGS
A meeting of any committee may be called at any time by the President of the Association or by the Chairman of the committee. Each committee, through its chairman, shall report to the President of the Association.
ARTICLE XI. JUSTIFICATION AND FUNCTIONS OF STANDING COMMITTEE
Section 1. MEMBERSHIP COMMITTEE
The Membership Committee shall establish contact with new purchasers of Villamay property and with new residents of the community to welcome them to Villamay, to inform them concerning the Association and its objectives and accomplishments, to provide them with a copy of the Association By-Laws and Restrictive Covenants, and to invite newcomers to membership, earnestly seeking to achieve a membership embracing all residents and property owners of the community.
Section 2. CIVIC AFFAIRS COMMITTEE
A. General Function. This committee shall maintain an awareness of civic and local government matters in various disciplines to which specific members of the committee may be assigned.
B.Responsibility of Chairman. The Chairman shall inform and advise the President and Board of Directors as may be appropriate, shall coordinate the activities of the members of the committee, shall attend meetings of the Board of Directors of the Association, and, as may be requested by the President, shall attend meetings of the Fairfax County Federation of Citizens Associations and the Mount Vernon Council of Civic Associations, but not as a voting delegate.
C.Responsibility of Individual Members. Individual members of the committee will be assigned as Association representatives on the civic affairs standing committees of the Mount Vernon Council and vote on behalf of the Association at meetings of the committee to which they are appointed as representatives.
Section 3. SECURITY COMMITTEE
The Security Committee shall be responsible for conducting the Security Program of the Association in accordance with rules approved by the Board of Directors. The Chairman of the Security Committee shall attend the meetings of the Association Board of Directors.
Section 4. COMMUNICATIONS COMMITTEE
The Chairman of the Communications Committee shall, under the direction of the Association President, publish a newsletter and such other communications as may be appropriate from time to time.
Section 5. PUBLIC WORKS COMMITTEE
The Public Works Committee shall maintain a watch over public utilities, roads, walks, signs, storm drains, etc., and shall take appropriate steps to bring about correction of observed deficiencies by reports to responsible agencies, and will take such other actions concerning community facilities as may be requested by the President.
Section 6. SOCIAL AFFAIRS COMMITTEE
This committee shall plan and conduct such social activities as may be directed by the President or Board of Directors and shall recommend such other social activities as the committee may consider desirable.
Section 7. COMMUNITY PARK COMMITTEE
The Community Park Committee shall serve as the official Villamay Community Association liaison with the Fairfax County Park Authority and other government agencies in all matters pertaining to the community park adjacent to the southern border of Villamay. In addition to representing the interests of Villamay, the committee shall monitor park operations, park infrastructure, coordinate Villamay community volunteer efforts within the park, and serve as an information conduit back to the Board of Directors.
Section 8. RESTRICTIVE COVENANTS COMMITTEE
A. Review and Recommendations on Covenant Applications. This committee shall review all applications made under the Restrictive Covenants that apply to properties in Sections 1 through 10, which are administered by the Villamay Community Subdivision, Inc., in accordance with the standards and procedures set forth in the Covenants and By-Laws. The committee shall recommend to the Board of Directors the action that should be taken on each application and include in its report to the Board any dissenting views from its recommendations.
B.Composition of Committee. The committee shall consist of a Chairman and four additional members, appointed by the President, all of whom must be members of the Association and owners of property in Sections 1 through 10. The President shall fill any vacancies that may occur and may appoint a temporary member in the event a regular member disqualifies himself or herself from the consideration of a specific application.
C. Impartial Consideration. In the consideration of matters arising under the Restrictive Covenants, members of the Committee on Restrictive Covenants and members of the Board of Directors must be particularly sensitive to the need for complete impartiality in appearance as well as in fact. A member of the committee or of the Board must disqualify himself from the consideration of any application if there are circumstances that would give the impression of a lack of complete impartiality, such as a current or past close social or business relationship with the applicant or those opposing the application. In the event of disqualification the provisions of Article XI, Section 7(b), or Article V, Section 3(c) shall apply.
ARTICLE XII. ADMINISTRATION OF RESTRICTIVE COVENANTS
Section 1. COVENANT REQUIREMENTS – PLANS AND SPECIFICATIONS
The provisions of Paragraphs 4 and 6 of the Restrictive Covenants applicable to all lots in Sections 1 through 10 of the subdivision require that:
a. Plans and specifications including elevations, materials, colors and roof types, and the site plans showing grades for all structures and improvements to be erected or altered upon any lot shall be submitted to the Villamay Community Association, Inc., for approval prior to commencement of construction;
b. Plans to erect a line fence or wall, or to modify or rebuild a line fence or wall with different materials, design or height upon any lot in the subdivision shall be submitted to the Association for approval prior tocommencement of construction or alteration.
Construction or alteration shall not be commenced by an applicant prior to receipt of the Association’s approval in writing.
Section 2. APPLICATIONS
a. Filing. An application for any proposed construction or alteration on a lot in this subdivision within the scope of Paragraphs 4 and 6 of the Covenants shall be made in writing to the President of the Association, stating the purpose of the request and setting forth all pertinent details. It shall be accompanied by complete plans and specifications as required by the applicable Covenant paragraph. Each application shall include a certification that the applicant has notified each adjacent property owner of the proposed construction or alteration prior to the filing of such application.
b. Additional Documentation. An application shall furnish such additional plans, specificationsand data as may be determined necessary by the Association.
c. Expeditious Consideration. An application shall be referred promptly to the Committee on Restrictive Covenants and shall be given expeditious consideration at all stages.
d. Preliminary Review. A property owner consideringapplication for proposed construction or alteration may request a preliminary review and recommendation by the Committee on Restrictive Covenants based upon an architect’s concept or similar representation of the intended construction or alteration. This action will not be binding on the Association or on the property owner. This review is intended to reduce the likelihood of costly changes to the set of complete plans and specifications required with an application for construction or alteration. While preliminary reviews will receive expeditious handling, the time standard set by the Restrictive Covenants applies only upon receipt of the application.
Section 3. ACTION BY COMMITTEE ON RESTRICTIVE COVENANTS
a. General. The Committee on Restrictive Covenants shall consider all applications for construction or alteration of structures, including fences and walls, within the purview of Paragraphs 4 and 6 of the Covenants, and make recommendations to the Board of Directors for approval or disapproval or approval subject to recommended revisions.
b. Quorum. Three members of the Committee shall constitute a quorum for the conduct of business. When a quorum is present, the majority vote of the members shall constitute theAct of the Committee, except that where the quorum consists of three members only, a unanimous vote is required on a final recommendation to the Board on an application.
c. Participation of Adjacent and Concerned Property Owners. The Committee shall inform the adjacent property owners (i) of the application, (ii) when and where plans and specifications will be available for perusal, and for (iii) the time and date of each meeting of the committee to consider the application. Concerned members of the Association may attend meetings of the committee. The committee shall inform the applicant of its recommendations to the Board of Directors.
d. Recommendations of the Board of Directors. The committee will forward its recommendation in writing, including dissenting views, together with all supporting material of record to the Board of Directors for action.
Section 4. ACTION BY THE BOARD OF DIRECTORS
a. Review of Record. The Board shall review the entire record, consider the recommendation of the Committee on Restrictive Covenants and any dissenting views, and will approve, disapprove, or ask the applicant to provide further information or to make such changes as it may determine appropriate.
b. Notification. The applicant and other interested parties will be promptly notified of the Board’s action in writing.
c. Notice to Interested Parties. The Board of Directors shall notify the applicant and other property owners who attended the meeting of the committee when it considered the application, of the times and dates the Board will meet to consider the case.
Section 5. RIGHT OF RECONSIDERATION
The applicant, or an affected property owner, has a right to request reconsideration of an adverse decision by furnishing new information or proposals. Such request should be made in writing, stating the basis for the request and reason why reconsideration is believed justified.
Section 6. APPEAL TO MEMBERSHIP
a. Application. The applicant or affected property owner in Sections 1 through 10 has a right to appeal an original or reconsideration decision. The appeal shall be in writing stating why the decision is considered incorrect. The appeal will be considered by members of the Association who are property owners in Sections 1 through 10 at a special meeting at which the appeal will be the only matter of business.
b. Scheduling and Notice of Meetings. A special meeting of property owners in Sections 1 through 10 to consider the appeal will be scheduled as soon as administratively feasible, taking into consideration the time needed to obtain legal advice, if determined desirable, and to set up the meeting and give timely notice. Notice of the meeting shall be given to the members no less than 10 days before the date of the meeting, as required by the Code of Virginia (Article VI, Section 2).
c. Special Quorum and Voting for Special Appeal Meeting. Only members of the Association who are property owners in Sections 1 through 10 may vote on an appeal from an adverse decision on a covenant application. One vote, in person or by proxy, may be cast for each address. Thirty such votes present at a meeting shall constitute a quorum. Voting shall be by ballot and a majority of votes by members present or represented by proxy shall be the decision of the Association on the appeal.
d. Notification to Appellant. The appellant shall be informed promptly in writing of the decision on the appeal.
ARTICLE XIII. AMENDMENTS
The By-Laws may be amended by a two-thirds (2/3) affirmative vote of the members present in person or by written proxy at any regular or special meeting at which there is a quorum present, as set forth in Article VI, Section 3, Quorum, provided that the text of any proposed amendment shall have been mailed or delivered to the members with the notice of the meeting at which action on the proposed amendment is contemplated. Notice concerning an amendment or amendments shall briefly state the purposes thereof, and shall set forth the text or texts of the Article or Articles to be amended and the text or texts of the proposed amendments.
ARTICLE XIV. ORDER OF BUSINESS
The following order of business shall ordinarily be observed at all regular meetings:
1. Call to order
2. Reading and approval of minutes of previous meetings
3. Reports of Officers
4. Reports of Committees
5. Reading of communications and resolutions
6. Admission and introduction of new members
7. Unfinished business
8. New business
9.Welfare of the Association and community