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Note: This 1987 article of incorporation is superseded by a new 2012 article of incorporation.

Note: The Perry Knolls Homeowners Association, Incorporated, was later renamed Henson Park Homeowners Association, Incorporated.

In compliance with the requirements of Chapter 9 of Title 13.1 of the Code of Virginia, as amended, 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

The name of the Corporation is Perry Knolls Homeowners Association, Inc., hereafter called the "Association".

Article II

The initial registered office of the Association is located at 5225 Wilson Boulevard, Arlington, Virginia 22205, which is in the County of Arlington.

Article III

James S. Albrittain, whose business address is 5225 Wilson Boulevard, Arlington, Virginia 22205, is hereby appointed the initial registered agent of this Association. He is a resident of Virginia and a Director of the Corporation.

Article IV

Purpose and Powers of the Association

This does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which is is formed are to provide for maintenance, preservation and architectural control of residence Lots 3-B, 3-C and 3-D, and to own, maintain and preserve Parcel "A", (the "Common Area"), within certain tract of property describes as:

Lots 3-B, 3-C, 3-D and Parcel "A",

Resubdivision of Part of Lot 3,

Benjamin Perry Estate,

and to promote the health, safety, and welfare of the residents within the above describes property and any additions thereto as may hereafter be brought within the jurisdiction of this Association, as provided in Article XIII, and for this purpose:

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 that certain Declaration of Covenants, Conditions and Restrictions, hereinafter called "Declaration", applicable to the property and recorded or to be recorded in the Office of the Clerk of the Circuit Court of the County of Arlington, Virginia, and as the same may be amended from time to time as herein provided;
2. To fix, levy, collect, and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes, or governmental charges levied of imposed against 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;
4. With the assent of two-thirds of each Class of Members to borrow money, to mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred; and
5. To have and to exercise any and all powers, rights and privileges which a corporation organized under the Non-stock Corporation Laws of the State of Virginia by law may have or exercise.

The right of annexation, as hereinafter provided in Article XIII, and referred to aforesaid, is in the sole discretion of G & A Partnership, and it successors and assigns, who acquire more than one undeveloped, or partially developed lot, from G & A Partnership, for purpose of development. The rights of purchasers in the aforesaid Subdivision is limited to the use of Common Areas and the particular lot solely within the boundaries of said Subdivision as aforesaid described.

Upon annexation, the same Declaration of Covenants, Conditions and Restrictions recorded on the aforesaid property shall be recorded on the annexed property and this Articles of Incorporation and the Corporate By-Laws and Declaration of Covenants, Conditions and Restrictions shall be construed as applying to one overall subdivision including voting rights, quorum, etcetera.

Article V

Membership

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

Article VI

Voting Rights

The Association shall have two classes of voting memberships:

• Class "A". Class "A" Members shall be all those owners as defined in Article V with the exception of Class "B" Members. 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 exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any Lot.
• Class "B". The Class "B" Members shall be G & A Partnership, a Virginia General Partnership, its heirs, successors and assigns, if such heirs, successors, and assigns should acquire more than one undeveloped Lot for the purposes of development. The Class "B" Members shall be entitles to three (3) votes for each Lot in which it holds the interest required for membership by Article V, provided that the Class "B" Membership shall cease and be converted to Class "A" Membership on the happening of either of the following events, whichever occurs earlier:
  • when the total votes outstanding in the Class "A" Membership equal the total votes outstanding in the Class "B" Membership; or
  • on December 31, 1987.

Article IV

Board of Directors

The affairs of this Association shall be managed by a Board of Directors, the number of members of which shall be fixed by the By-Laws, and who need not be members of the Association. The number of Directors may be changed by amendment of the By-Laws of the Association to not less than three. The names and addresses of the persons who are to constitute the initial Board of three Directors are:

• James S. Albrittain, 4134 North 40th Street, Arlington, Virginia 22207
• John L. Albrittain, Jr., 3916 North Glebe Road, Arlington, Virginia 22207
• Michael Bennett, 5019 North 10th Street, Arlington, Virginia 22205

At the first annual meeting the Members shall elect one Directory for a term of one year, and one Directory for a term of two years; and as the terms of such Directors expire, new Directors shall be elected for terms of three years.

Articles V - VII

Editor's Note: No textual record of these articles is known to exist when this document was transcribed in May, 2020 .

Article VIII

Liabilities

The highest amount of indebtedness or liability, direct of contingent, to which this Association may be subject at any one time shall not exceed $1,000.00, while there is a Class "B" Membership, and thereafter shall not exceed 150 percent of its income for the previous fiscal year, provided that additional amounts may be authorized by the assenting votes of two-thirds (2/3) of each Class of membership at a duly held meeting.

Article IX

Dissolution

The Association may be dissolved with the assenting votes at a duly held meeting of not less than two-thirds (2/3) of the entire Class "A" Membership and two-thirds (2/3) of the entire Class "B" Membership, if any, and more than two-thirds (2/3) of the votes entitled to be cast by members present or represented by proxy at the meeting. Upon dissolution of the Association, the assets, both real and personal, of the Association, 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 by the Association. In the event that such dedication is refused acceptance, 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 by the Association.

Article X

Duration

The Corporation shall exist perpetually.

Article XI

Meetings for Actions Governed by Articles VIII through X

In order to take action under Articles VIII through X, there must be a duly help meeting. The presence of members or of proxies entitled to cast sixty percent (60%) of the votes of each Class of Membership shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called, and the required quorum at such subsequent meeting shall be one-half of the required quorum of the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

Article XII

Amendments

Amendments of these Articles shall require the vote of seventy-five percent (75%) of the entire votes of the Membership for adoption.

Article III

Annexation of Additional Properties

Annexation of additional property within a radius of one-half mile of this Subdivision shall require the assent of two-thirds (2/3) of the Class "B" Members, if any, at a meeting duly called for this purpose, written notice of which shall be sent to all Class "B" members not less than 10 days nor more than 50 days in advance of the meeting setting forth the purpose of the meeting. The presence of members or of proxies entitled to cast sixty percent (60%) of the votes of each class of membership shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called subject to the notification requirement set forth above and the required quorum at such subsequent meeting shall be one-half the required quorum at such preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding. In the event that two-thirds (2/3) of the lass "B" Membership are not present in person or by proxy, members not present may give their written assent to the action taken thereat.

The right of annexation of additional property within a radius of one-half (1/2) mile of this Subdivision, as herein provided is in the sole discretion of the Declarant. The rights of purchasers in the hereinabove described Subdivision is limited to the use of Common Areas and their particular lot solely within the boundaries of said Subdivision.

Upon annexation, the same Declaration of Covenants, Conditions and Restrictions shall be recorded on the annexed property and the Articles of Incorporation, Corporate By-Laws and Declaration of Covenants, Conditions and Restrictions shall be construed as applying to one overall Subdivision including voting rights, quorums, etcetera.

Article XIV

Mergers

Upon a merger or consolidation of the Association with another Association as provided in its Articles of Incorporation, its properties, rights and obligations may, by operation of law, be transferred to another surviving or consolidated association, or alternatively, the properties, rights and obligations of another association may, by operation of law, be added to the properties, rights and obligations of the Association as a surviving corporation pursuant to a merge. The surviving or consolidated association may administer the covenants and restrictions established by this Declaration within the Existing Property, together with the covenants and restrictions established upon any other properties as one scheme. No such merger or consolidation, however, shall effect any revocation, change or addition to the covenants established by this Declaration within the Existing Property except as hereinabove provided.

In witness whereof, for the purposes of forming this Corporation under the Laws of the State of Virginia, the undersigned, being the incorporator of this Association has executed these Articles of Incorporation, this 15th day of May 1987.

<signed>

James S. Albrittain

State of Virginia in County of Arlington

To-Wit:

Personally this day appeared before me, the undersigned Notary Public in and for the State and County aforesaid, whose commission expires 3-18-88, James S. Albrittain, whose name is signed to the foregoing Articles of Incorporation and acknowledged the same before me.

Given under my hand and seal this 15th day of May 1987.

<seal>

<signed>

Notary Public