Articles of Incorporation of Henson Park Homeowners Association, Inc.

Note: The following text is a reproduction of a document and may not be relied upon for any purpose. It is provided for reference only.

Note: This 2012 article of incorporation supersedes the original 1987 article of incorporation.

In compliance with the requirements of chapter 10 of Title 13.1 of the code of Virginia, as amended (the “Virginia Nonstock Corporation Act”), the undersigned, residents of the Commonwealth of Virginia, and of full age, have this day voluntarily determined to form a non-stock corporation not for profit and do hereby certify:

Article I

Name

The name of the Corporation is HENSON PARK HOMEOWNERS ASSOCIATION, INC., hereinafter called the “Association.”

Article II

Registered Office

The initial registered office of the Association is located at 3190 Fairview Park Drive, Suite 300, Falls Church, Virginia 22042, which is in the County of Fairfax.

Article III

Registered Agent

The initial registered agent for the Association shall be Resagent, Inc., which is a foreign stock corporation, registered and qualified to conduct business in the Commonwealth of Virginia, and whose business office is the same as the registered office herein.

Article IV

Purpose and Powers of the Association

The Association does not contemplate pecuniary gain or profit to its members, and the specific purposes for which it is formed are to provide for the Properties, including but not limited to the maintenance, preservation and architectural control of residential Lots and to improve, maintain, insure and to preserve the Common Area, within the “Henson Park f/k/a Perry Knolls” subdivision in Arlington County, Virginia, as more particularly defined in the Declaration of Covenants, Conditions and Restrictions, as amended (“Declaration”), which is recorded among the land records of Arlington County, Virginia at Deed Book 2297 at page 745 et seq., and the additional land which is more particularly described in that certain Deed of Vacation and Dedication recorded among the land records of Arlington County, Virginia in Deed Book 2343 at page 1306 et seq., and any amendments and/or annexations of property thereto, and to promote the health, safety and welfare of the owners and residents within such property as may come within the jurisdiction of the Association and any additions thereto as may be brought within the jurisdiction of the Association by annexation, as provided for herein, and, for these purposes, shall have the power:

1. To exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in the Declaration, recorded in the Office of the Clerk of the Circuit Court of Arlington County, Virginia, and as the same may be amended from time to time;
2. To fix, levy, collect, and enforce payment, by any lawful means, of all charges or assessments pursuant to the terms of the Declaration and to pay all expenses including all licenses, taxes, or governmental charges levied or imposed against the Association or the property of the Association;
3. To acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use, or otherwise dispose of real or personal property, in connection with the affairs of the Association, provided that any such conveyance, sale, transfer, lease, or dedication of Association owned real property shall not be in derogation of any requirement of Arlington County, Virginia; and
4. To have and to exercise any and all powers, rights and privileges, which a corporation organized under the Nonstock Corporation Act of the Commonwealth of Virginia by law may now or hereafter have or exercise.

Article V

Membership

Every Owner of a Lot, which is subject by covenants of record to assessment by the Association, as provided for in the Declaration, shall be a Member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any Lot that is subject to assessment by the Association. Ownership of such Lot shall be the sole qualification for membership. A Mortgagee in possession of a Lot shall be entitled to exercise the Owner's rights in the Association with regard thereto. No Owner shall have more than one (1) membership in the Association for each Lot owned.

Article VI

Voting Rights

The Association shall have one class of voting membership: Class “A” Members shall be all those owners as defined in Article V. Class “A” Members shall be entitled to one vote for each Lot in which they hold the interest required for membership by Article V. When more than one person holds such interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercise as they among themselves determine, but in no event shall more than one vote be cast with respect to any Lot.

Article VII

Board of Directors

Section 1. Board of Directors. The affairs of this Association shall be managed by a board of directors. The initial number of directors shall be five (5), which number may be decreased to three (3) by a majority vote of the Members at a duly called regular meeting or special meeting of the Members. The names of the persons who are to act in the capacity of the initial board of directors until the election of their successors are:

• Bill Arvidson, 3190 Fairview Park Drive, Suite 300, Falls Church, Virginia 22042
• Mike Culver, 3190 Fairview Park Drive, Suite 300, Falls Church, Virginia 22042
• Bill Scully, 3190 Fairview Park Drive, Suite 300, Falls Church, Virginia 22042
• Tom Simms, 3190 Fairview Park Drive, Suite 300, Falls Church, Virginia 22042
• Mia McCall, 3190 Fairview Park Drive, Suite 300, Falls Church, Virginia 22042

The terms of the Directors shall be one (1) year. The Directors shall serve until their successors are elected unless the director dies, resigns or is otherwise disqualified to serve as a director.

Section 2. Owners' Right to Remove Directors; Qualification of Directors.

1. Subject to the requirements of the Virginia Nonstock Corporation Act, at any regular or special duly called meeting of the Association where the meeting notice states that the purpose (or one of the purposes) of the meeting is to vote on the removal of one or more Directors, such Director(s) may be removed, with or without cause, by a majority of the votes entitled to be cast by Class A Members, and a successor may then and there be elected by such membership classes to fill the vacancy thus created for the remainder of the term of the Board member so removed.
2. A Director need not be an Owner of a Lot.

Section 3. Resignations and Vacancies. A Director may resign at any time subject to the requirements of the Virginia Nonstock Corporation Act. Vacancies in the Board of Directors occurring for any reason (other than as provided in Section 2 of this Article VII), shall be filled by a majority vote of the remaining directors, even if there is less than a quorum, at any meeting of the Board of Directors subject to the requirements of the Virginia Nonstock Corporation Act.

Section 4. Indemnification.

1. Indemnification of Directors and Officers. The Association shall indemnify and may contract in advance to indemnify an individual who is, was or is threatened to be made a party to a proceeding because he is or was a director or officer of the Association or while a director or officer of the Association is or was serving the Association or any other legal entity in any capacity at the request of the Association against all liabilities and expenses as are incurred except for an individual director’s or officer’s willful misconduct or knowing violation of the criminal law (regardless of whether the proceeding is by or in the right of the Association). The determination that indemnification under this Paragraph 1 is permissible and the evaluation as to the reasonableness of expenses in a specific case shall be made, in the case of a director, as provided by law, and in the case of an officer, as provided in Paragraph 2 of this Section; provided, however, that if a majority of the directors of the Association has changed after the date of the alleged conduct giving rise to a claim for the indemnification, such determination and evaluation shall, at the option of the person claiming indemnification, be made by special legal counsel agreed upon by the Board of Directors and such person. Unless a determination has been made that indemnification is not permissible, the Association shall make advances and reimbursements for expenses incurred by a director or officer in a proceeding upon receipt of an undertaking from him to repay the same if it is ultimately determined that he is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation of the director or officer and shall be accepted without reference to his ability to make repayment. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that a director or officer acted in such a manner as to make him ineligible for indemnification.
2. Indemnification of Others. The Association may, to a lesser extent or to the same extent that the Association is required to provide indemnification and make advances and reimbursements for expenses to its directors and officers, provide indemnification and make advances and reimbursements for expenses to its members, employees and agents and any person serving any other legal entity in any capacity at the request of the Association, and, if authorized by general or specific action of the Board of Directors, may contract in advance to do so. The determination that indemnification under this Paragraph 2 is permissible, the authorization of such indemnification and the evaluation as to the reasonableness of expenses in a specific case shall be made as authorized from time to time by general or specific action of the Board of Directors, which action may be taken before or after a claim for indemnification is made, or as otherwise provided by law. No person’s rights under Paragraph 1 of this Section shall be limited by the provisions of this Paragraph 2.
3. Miscellaneous. Every reference in this Article to persons who are or may be entitled to indemnification shall include all persons who formerly occupied any of the positions referred to and their respective heirs, executors and administrators. Special legal counsel selected to make determinations under this Article may be counsel for the Association. Indemnification pursuant to this Article shall not be exclusive of any other right of indemnification to which any person may be entitled, including indemnification pursuant to a valid contract, indemnification by legal entities other than the Association and indemnification under policies of insurance purchased and maintained by the Association or others. However, no person shall be entitled to indemnification by the Association to the extent he is indemnified by another, including an insurer. The provisions of this Article shall not be deemed to prohibit the Association from entering into contracts otherwise permitted by law with any individuals or legal entities, including those named above, for the purpose of conducting the business of the Association. If any provision of this Article or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of this Article, and to this end the provisions of this Article are severable.

Article VIII

Liabilities

The total amount of indebtedness or liability which this Association may have at any one time, shall not exceed one hundred fifty percent (150%) of its income for the previous fiscal year, provided that additional indebtedness or liability may be authorized at a duly held meeting at which a quorum of Members is present by the assent of at least two thirds ( 2 / 3 ) of each class of Members who are eligible to vote and who are voting in person or by proxy, and provided further that this Article shall not be construed to prohibit the Association from acquiring real property subject to encumbrances for the purpose of financing facilities located on the real property so acquired.

Article IX

Annexation of Additional Properties

The Association may annex additional property and provide for its maintenance, preservation and architectural control of Lots and Common Area within such additional properties and so may add to its membership, in accordance with the provisions therefore contained in the Declaration.

Article X

Authority to Dedicate

The Association shall have the power, consistent with the then existing zoning ordinances of Arlington County, Virginia (the “County”) and the designation of any real property owned by the Association (hereinafter sometimes referred to as “Common Area”) as “open space,” to dedicate or transfer all or any part of the Common Area, if any, to an organization conceived and organized to own and maintain common open space, or, if there is no such organization which will accept such a transfer, then to the County or other appropriate governmental agency, or, if such a transfer is declined, then to another entity in accordance with the laws governing the same, for such purposes and subject to conditions as may be agreed to by the Members. Except in the case of dissolution, any such dedication or transfer shall have the assent of at least two thirds ( 2 / 3 ) of each class of Members entitled to vote and who are voting in person or by proxy at a meeting called for this purpose. The resubdivision or adjustment of the boundary lines of the Common Area or the granting of easements for public utilities or other purposes consistent with the intended use of the Common Area by the Association, shall not be deemed a transfer within the meaning of this Article. In addition, a condemnation or eminent action shall not be deemed a transfer requiring member approval under this Article.

Article XI

Dissolution

The Association can be dissolved with the assent given in writing and signed by at least two thirds ( 2 / 3 ) of the votes of each class of Members. Upon dissolution of the Association, the assets of the Association, both real and personal, shall be dedicated to an appropriate public agency to be devoted to purposes as nearly as practicable the same as those to which they were required to be devoted to by the Association. In the event that such dedication is refused, such assets shall be granted, conveyed and assigned to any non profit corporation, association, trust or other organization to be devoted to purposes and uses that would most nearly reflect the purposes and uses to which they were required to be devoted to by this Association. If no such association or agency is available or willing to accept the Association's assets, they shall be distributed in accordance with the plan of distribution adopted by the Members of the Association or as a court of competent jurisdiction may direct.

Article XII

Duration

If not dissolved, the Association shall exist perpetually.

Article XIII

Amendments

These Articles of Incorporation may be amended only with the vote of two thirds (2/3) of the Class A Members cast in person or by proxy at a duly called meeting of the Members called for that purpose. All amendments must be filed with the State Corporation Commission in accordance with Virginia law.

Date: 22 Sep 2012 <signed> Bill Arvidson, Incorporator

Date: 22 Sept 2012 <signed> Mike Culver, Incorporator

Date: 23 Sep 2012 <signed> Bill Scully, Incorporator

Date: 9/22/12 <signed> Tom Simms, Incorporator

Date 9/22/12 <signed> Mia McCall, Incorporator