By-Laws of Franklin Commons Homeowners Association, Inc.

ARTICLE I: NAME AND LOCATION

ARTICLE II: DEFINITIONS
     Section 1. "Association"
     Section 2. "Properties"
     Section 3. "Common Area"
     Section 4. "Lot"
     Section 5. "Owner"
     Section 6. "Declarant"
     Section 7. "Declaration"
     Section 8. "Member"

ARTICLE III: MEMBERSHIP
     Section 1. Membership.
     Section 2. Suspension of Membership.

ARTICLE IV: PROPERTY RIGHTS--RIGHT OF ENJOYMENT
     Section 1. Use and enjoyment.

ARTICLE V: MEETING OF MEMBERS
     Section 1. Annual Meetings.
     Section 2. Special Meetings.
     Section 3. Notice of Meetings.
     Section 4. Quorum.
     Section 5. Proxies.

ARTICLE VI: BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE
     Section 1. Number.
     Section 2. Term of Office.
     Section 3. Removal.
     Section 4. Compensation.
     Section 5. Action Taken Without a Meeting.

ARTICLE VII: NOMINATION AND ELECTION OF DIRECTORS
     Section 1. Nomination.
     Section 2. Election.

ARTICLE VIII: MEETING OF DIRECTORS
     Section 1. Regular Meetings.
     Section 2. Special Meetings.
     Section 3. Quorum.

ARTICLE IX: POWERS AND DUTIES OF THE BOARD OF DIRECTORS
     Section 1. Powers.
     Section 2. Duties.

ARTICLE X: OFFICERS AND THEIR DUTIES
     Section 1. Enumeration of Officers.
     Section 2. Election of Officers.
     Section 3. Term.
     Section 4. Special Appointments.
     Section 5. Resignation or Removal.
     Section 6. Vacancie.s
     Section 7. Multiple Officers.
     Section 8. Duties.
          PRESIDENT
          VICE PRESIDENT
          SECRETARY
          TREASURER

ARTICLE XI: COMMITTEES

ARTICLE XII: BOOKS AND RECORDS

ARTICLE XIII: ASSESSMENTS

ARTICLE XIV: LIABILITY, INDEMNIFICATION AND INSURANCE OF DIRECTORS
     Section 1. Liability.
     Section 2. Indemnification.

ARTICLE XV: CORPORATE SEAL

ARTICLE XVI: AMENDMENTS
     Section 1. Amendments.
     Section 2. Conflict.

ARTICLE XVII: MISCELLANEOUS

ARTICLE I: NAME AND LOCATION

The name of the corporation is FRANKLIN COMMONS HOMEOWNERS ASSOCATION, INC., hereinafter referred to as the "association." The principal office of the corporation shall be located at 670 Dranesville Road, Herndon, VA 22070, but meetings of the members and directors may be held at such places within the Commonwealth of Virginia, County of Fairfax, as designated by the Board of Directors.

ARTICLE II: DEFINITIONS

Section 1."Association" shall mean and refer to FRANKLIN COMMONS HOMEOWNERS ASSOCATION, INC., and its successors and assigns.

Section 2. "Properties" shall mean and refer to that certain real property described in the Articles of Incorporation of the Association, 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 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 the Killarney Corporation, a Virginia Corporation their 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 of the Clerk of the Circuit Court, Fairfax County, Virginia.

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

ARTICLE III: MEMBERSHIP

Section 1. Membership. Every person or entity who is a record owner of a fee or undivided interest in any lot which is subject to covenants of record to assessment by the Association, including contract sellers, shall be members of the Association. The foregoing is no intended to include persons or entities who hold an interest merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of any lot which is subject to assessment by the Association. Ownership of such lot shall be the sole qualification for membership.

Each member shall be entitled to one vote, subject to the provisions of Article VI of the Article VI of the Articles of Incorporation as to the vote of Class B members, and any member owning more than one lot shall be entitled to one vote for each lot owned. In the event that the ownership in the said subdivision is held in more than one name, any joint owner present shall have the right to exercise the membership vote for the respective lot.

Section 2. Suspension of Membership. During any period in which a member shall be in default in the payment of any assessment levied by the Association, or any installment thereof, the voting rights of such member shall be suspended by the Board of Directors until payment has been made. Such rights of a member may also be suspended, after notice and hearing, for a period not to exceed (60) days, for violation of any rules and regulations established by the Board of Directors or the Declaration of Covenants, Conditions and Retractions.

ARTICLE IV: PROPERTY RIGHTS--RIGHT OF ENJOYMENT

Section 1. Use and enjoyment. Each member shall be entitled to the use and enjoyment of the Common Area in accordance with rules and regulations adopted by the membership. Any member may delegate his rights of enjoyment of the Common Area to the members of his family, his tenants or contract purchasers, who reside on the property. Such members shall notify the secretary in writing of the name of such delegee. The rights and privileges of such delegee are subject to suspension to the same extent as those of the member.

ARTICLE V: MEETING 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 last Wednesday in January, at the hour of 8:00 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 of 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 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 fifteen (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, these By-Laws, or the Statutes of the Commonwealth of Virginia. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have the power to adjourn the meeting from time to time, without notice other than 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 VI: BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE

Section 1. Number. The affairs of this Association shall be managed by a Board of Directors of three (3) to nine (9) directors, who need not be members of this Association.  The Board shall determine the initial number of Board members, however, upon cessation of the Declarant's class of membership as more fully defined in the Declaration, the members of the Association shall determine the number of Board members.

Section 2. Term of Office. The Board of Directors shall be divided into three (3) classes of membership as near equal in number as possible, with their terms of office of one class expiring each year.  At the first annual meeting of members, directors of the first class shall be elected for three (3) years, the members of the second class shall be elected for two (2) years and the members of the third class shall be elected for one (1) year.  Thereafter, at each annual meeting of the members, the successors to the class of directors whose terms shall then expire shall be elected for a term of three (3) years.  When the aggregate number of directors is changes, any increase or decrease shall be so apportioned among the classes so as to make all classes as nearly equal in number as may be possible.  No decrease in the aggregate number of directors shall shorten the term of any incumbent director.

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 of death, 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 predecessor.

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 right 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 approved shall have the same effect as though taken at a meeting of the Directors.

ARTICLE VII: 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 floor 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 meeting until the close of the next annual meeting and such appointment shall be appointment 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.  Only members may be nominated for the office of President and Treasurer.

Section 2. Election. Election to the Board of Directors shall be by show of hands at the annual meeting or by proxy. At such election the members or the proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration.  The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

ARTICLE VIII: MEETING OF DIRECTORS

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held quarterly 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.

ARTICLE IX: POWERS AND DUTIES OF THE BOARD OF DIRECTORS

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

  1. adopt and publish rules and regulations governing the use of the Common Area and Facilities, and the personal conduct of the members and their quests thereon, and to establish penalties for the infraction thereof;
  2. changes to by-laws;
  3. exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by others provisions of these By-Laws, the Articles of Incorporation, or the Declaration.;
  4. 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
  5. employ a manager, an independent contractor, or such other employees, paid in 1099 status not subject to workman's compensation, as they deem necessary, and to prescribe their duties.

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

  1. 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 members, or any special meeting when such statement is requested in writing by one-fourth (1/4) of the members who are entitled to vote;
  2. supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;
  3. as more fully provided in the Declaration, to:
    1. fix the amount of the annual assessment against each Lot at least thirty (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 assessment period; and,
    3. Foreclose the lien against any property for which assessments are not paid within their (30) days after due date or to bringing action at law against the Owner personally obligated to pay the same.
    4. fix the amount of any special assessment against each Lot and send written notice of such assessment to every Owner.
  4. 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 of Directors for the issuance of these certificates. If a certificate states an assessment has been paid, such  certificates shall be conclusive evidence of such payment;
  5. procure and maintain adequate liability and hazard insurance on property owned by the Association.
  6. cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;
  7. cause the Common Area to be maintained
  8. approve an annual budget.
  9. enforce compliance with all provisions of the Declaration of Covenants, Conditions and Restrictions.

ARTICLE X: OFFICERS AND THEIR DUTIES

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

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

Section 3. Term. The Officers of this Association shall be elected by the Board of Directors and each shall hold office for one (2) years unless he/she shall sooner resign, or shall be removed, or otherwise disqualified to serve.

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

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

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

Section 7. Multiple Officers. Offices may be held by the same person.

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

PRESIDENT

The president is the chief executive officer, or principal officer, of the association and is responsible for seeing that association business is properly and promptly transacted. The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall negotiate and sign all contacts, leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory. The President shall  make appointments of Committee Chairman of all standing Committees.

VICE PRESIDENT

The Vice President shall act in the place and stead of the President in the event of his/her absence, inability, or refusal to act, and may also preside over meetings if the president wishes to temporarily relinquish his/her position.  The Vice President shall exercise and discharge such other duties as may be required of him/her by the Board.

SECRETARY

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 members of the Association together with their addresses, and shall perform such other duties as required by the Board.

TREASURER

The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse 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 certified public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be represented to the membership at its regular annual meeting, and deliver a copy of each to the members.

ARTICLE XI: COMMITTEES

The Association shall appoint an Architectural Control Committee as provided in the Declaration, and a Nomination Committee, as provided in theses By-Laws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.

ARTICLE XII: BOOKS AND RECORDS

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

ARTICLE XIII: ASSESSMENTS

As more fully provided in the Declaration, each member is obligated to pay to 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 when due shall be delinquent. If the assessment s not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of six percent (6%) per annum, and the Association may bring an 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 assessments. 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 XIV: LIABILITY, INDEMNIFICATION AND INSURANCE OF DIRECTORS

Section 1. Liability. No director or officer shall be liable for transacting business for the simultaneous benefit of the Association and himself or herself whether directly or indirectly, provided that at least two-thirds (2/3) of the Board of Directors of the Association approves the transaction(s) following full disclosure by said approves the transaction (s) following full disclosure by said director or officer.

Section 2. Indemnification. The Association shall indemnify the directors, officers, employers or agents, and may insure any such party upon approval of the Board of Directors in accordance with Section 13.1-205.1, Code of Virginia, as amended.

ARTICLE XV: CORPORATE SEAL

The Association shall have a seal in circular form having within its circumference the words "FRANKLIN COMMONS HOMEOWNERS ASSOCIATION, INC., a Virginia Corporation."

ARTICLE XVI: AMENDMENTS

Section 1. Amendments. These By-Laws may be amended, at a regular or special meeting of the Board of Directors, by a vote of majority, except that the Federal Housing Administration or the Veterans Administration shall have the right to veto any such amendments while there is Class B membership. All changes will be submitted to the membership in written form.

Section 2. Conflict. 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 of Covenants, Conditions and Restrictions and these By-Laws, the Declaration shall control.

ARTICLE XVII: MISCELLANEOUS

The fiscal year of the Association shall begin on the first day of January and end on the 31st day December of every year, except that the first year shall begin on the date of incorporation.

IN WITNESS WHEREOF, we being all the Directors of the FRANKLIN COMMONS HOMEOWNERS ASSOCIATION have hereunto set our hands this 14 day of January, 2004