By-Laws of the 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 2005 By-Laws supersedes the original 1987 By-Laws.

Article I - Name and Location

The name of the Corporation is "HENSON PARK HOMEOWNERS ASSOCIATION, INC.", hereinafter referred to as the "Association". The management office of the Association is located at 356 Herndon Parkway, Suite 106, Herndon, Virginia 20171, but meetings of Members and directors may be held at such places within the State of Virginia as may be designated by the Board of Directors.

Article II - Definitions

Section 1

"Association" shall mean and refer to HENSON PARK HOMEOWNERS ASSOCIATION, INC., its successors and assigns.

Section 2

"The Properties" shall mean and refer to LOTS 3-B. 3-C. 3-D, RESUBDIVISION OF PART OF LOT 3, BENJAMIN PERRY ESTATE BEING THE PROPERTY, WITH PARCEL "A", described in and affected by the Declaration of Covenants, Conditions and Restrictions.

Section 3

"Common Area" shall mean and refer to PARCEL "A" ONLY of the land shown upon the recorded Subdivision map of The Properties. The "Common Area" shall be owned by the Association for the common use and enjoyment of the Members of the Association, and shall include Open Spaces, Easements for Parking, Sidewalks, Ingress and Egress Easements and Utilities Easements, said various easement areas being more particularly shown on site plan approved by Arlington County.

Section 4

"Lot" shall mean and refer to Lots 3-B, 3-C and 3-D only of land shown upon any recorded Subdivision map of The Properties.

Section 5

"Member" shall mean and refer to every person or entity who holds a membership in the Association.

Section 6

"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 seller, but excluding those having such interest merely as security for the performance of an obligation.

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 of the County of Arlington, Virginia.

Article III - Membership

Section 1 - Membership

Every person or entity who is an 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.

Section 2 - Voting Rights

The Association shall have one class of voting membership: Class "A".

Class "A" Members shall be all those Owners as defined in Article III, Section 1. Class "A" Members shall be entitled to one vote for each Lot in which they hold the interest required for membership by Article III, Section 1. When more than one person holds such interest, or interests, in any Lot, all such persons shall be Class "A"Members, and 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 such Lot.

Section 3 - Suspension of Membership

During any period in which a Member shall be in default in the payment of any annual or special assessment levied by the Association, the voting rights and right to use of the recreational facilities of such Member may be suspended by the Board of Directors until such assessment has been paid. Such rights of a Member may also be suspended, after notice and hearing, for a period not to exceed thirty (30) days, for violation of any rules and regulations established by the Board of Directors governing the use of the Common Area and facilities.

Article IV - Property Rights

Section 1

Each Member shall be entitled to the use and enjoyment of the Common Area and facilities as provided in the Declaration. Any Member may delegate his rights of enjoyment of the Common Area and facilities to the members of his family, his tenants, or contract purchasers, who reside on the property. Such Member shall notify the Secretary in writing of the name of any such delegee. The rights and privileges of such delegee are subject to suspension to the same extent as those of the Member.

Article V - Board of Directory

Section 1 - Number

The affairs of this Association shall be managed by a Board of Directors, the number of members of which shall be fixed by the Association, who need not be Members of the Association. The number of Directors may be changed by amendment of these By-Laws to not less than three (3).

Section 2 - Election

At each annual meeting the Members shall elect three (3) Directors for a term of one year. As the term of each Director expires new Directors shall be elected for terms of one year.

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 VI - Meeting of Directors

Section 1 - Regular Meetings

Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board.

Section 2 - Special Meetings

Special meetings of the Board of Directors shall be held when called by the President of the Association, or by two (2) 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 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 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.

Section 2 - Election

Election to the Board of Directors shall be by secret written ballot. At such election the Members or their proxies may cast, in respect to each vacancy, as may 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 - Powers and Duties of the Board of Directors

Section 1 - Powers

The Board of Directors shall have power:

1. To adopt and publish rules and regulations governing the use of the Common Area and Facilities, and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof.

2. To exercise for the Association all powers, duties and authority vested in or delegated to this Association not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration.

3. To 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.

4. To employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.

Section 2 - Duties

It shall be the duty of the Board of Directors:

1. To 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 the Members or at any special meeting, when such statement is requested in writing by one-fourth (1/4) of the Class "A" Members who are entitled to vote.

2. To supervise all officers and agents of this Association, and to see that their duties are properly performed.

3. As more fully provided herein and in the Declaration:

   1. To fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period, as hereinafter provided in Article XII, and

   2. To send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each assessment period.

4. To issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether any assessment has been paid. A reasonable charge may be made by the Board of Directors for the issuance of these Certificates. Such Certificates shall be conclusive evidence of any assessment therein stated to have been paid.

5. To procure and maintain adequate liability insurance, and to procure adequate hazard insurance on property owned by the Association.

6. To cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate.

7. To cause the Common Area to be maintained; and

8. To cause the exterior of the dwellings to be maintained as provided in Article VIII of the Declaration.

Article IX - Committees

Section 1

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

1. A Maintenance Committee which shall advise the Board of Directors on all matters pertaining to the maintenance, repair or improvement of The Properties, and shall perform such other functions as the Board in its discretion determines.

2. An Audit Committee which shall supervise the annual audit of the Association's books and approve the annual budget and statements of income and expenditures to be presented to the membership at its regular annual meeting as provided in Article XI, Section 8 (d).

Section 2

It shall be the duty of each committee to receive complaints from Members on any matter involving Association functions, duties and activities within its field of responsibility. It shall dispose of such complaints as it deems appropriate or refer them to such other committee, director or officers of the Association as is further concerned with the matter presented.

Article X - 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 Tuesday of August of each year thereafter, at the hour of 7:30 o'clock P.M.

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 of the votes of the entire membership or who are entitled to vote one-fourth (1/4) of the votes of the Class "A" 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, not less than ten (10) days nor more than fifty (50) 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 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, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting.

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 XI - 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 members 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 the first meeting of the Board of Directors following such annual meeting of the Members.

Section 3 - Term

The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise be disqualified to serve.

Section 4 - Special Appointments

The Board may elect such other officers as the affairs of 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 and Removal

Any officer may be removed from office with or without cause by the Board. 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 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.

Section 6 - Vacancies

A vacancy in any office may be filled in the manner prescribed for regular election. The officer elected to such vacancy shall serve the remainder of the term of the officer he replaces.

Section 7 - Multiple Offices

The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Article 11 Section 4.

Section 8 - Duties

The duties of the officers are as follows:

President: 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 sign all leases, mortgages, deeds, and other written instruments and shall co-sign all checks and promissory notes.

Vice-President: The Vice-President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him 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 may be required by the Board.

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

Article XII - Assessments

Section 1 - Creation of the Lien and Personal Obligation of Assessments

By the Declaration each Member is deemed to covenant and agree to pay to the Association:

1. annual assessments or charges and

2. special assessments for capital improvements.

The annual and special assessments, together with such interest thereon and costs of collection thereof, as hereinafter provided, shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made. Each such assessment, together with such interest, costs and reasonable attorney's fees shall also be the personal obligation of the person who was the Owner of such property at the time when the assessment fell due and shall not pass to his successors in title unless expressly assumed by them.

Section 2 - Purpose of Assessments

The assessments levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety, and welfare of the residents in The Properties and in particular for the improvement and maintenance of The Properties, services and facilities devoted to this purpose and related to the use and enjoyment of the Common Area, and of the homes situated upon The Properties.

Section 3 - Basis and Maximum of Annual Assessments

Effective January 1 of 2005 the annual assessment shall be One Thousand One Hundred And No/100 Dollars ($1100.00) per Lot.

1. From and after January 1 2005, the maximum annual assessment may be increased effective January 1 of each year without a vote of the membership in conformance with the rise, if any, of the Consumer Price Index (published by the Department of Labor, Washington, D. C.) for the preceding month of July.

2. From and after January 1 of 2005, the maximum annual assessment may be increased above that established by the Consumer Price Index Formula by a vote of the Members for the next succeeding year, provided that any such change shall have the assent of two-thirds (2/3) of the votes of each class of Members who are voting in person or by proxy, at a meeting duly called for this purpose, written notice of which shall be sent to all Members not less than ten (10) days nor more than fifty (50) days in advance of the meeting setting forth the purpose of the meeting.

3. After consideration of current maintenance costs and future needs of the Association, the Board of Directors may fix the annual Assessment at an amount not in excess of the maximum.

Section 4 - Method of Computation When Using the Consumer Price Index

The Consumer Price Index establishes the United States City Average numerical rating for the month of July, 2005. This will be the base rating. To determine the percentage to be applied to the maximum annual assessment for each subsequent year, divide this base rating into the numerical rating established by the Consumer Price Index for the month of July preceding the proposed assessment year. This adjustment percentage, if in excess of 100 percentum, is multiplied by the original maximum annual assessment to obtain the maximum assessment for the subsequent year.

Section 5 - Special Assessments for Capital Improvements

In addition to the annual assessments authorized above, the Association may levy in any assessment year, a special assessment applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement upon the Common Area, including the necessary fixtures and personal property related thereto, provided that any such assessment shall have the assent of two-thirds (2/3) of the votes of each class of Members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all Members not less than ten (10) days nor more than fifty (50) days in advance of the meeting, setting forth the purpose of the meeting.

Section 6 - Uniform Rate

Both annual and special assessments must be fixed at a uniform rate for all Lots. The Board of Directors may, at its discretion, require the annual and/or special assessments to be paid on a monthly basis.

Section 7 - Quorum for any Action Authorized Under Article XII Sections 3 and 5

At the first meeting called, as provided in Article XII Section 3 and Article XII Section 5 hereof, the presence at the meeting of Members or of proxies entitled to cast sixty percent (60%) of all 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 notice requirement set forth in Section 3 and Section 5, and the required quorum at any such subsequent meeting shall be one-half (1/2) of the required quorum of the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

Section 8 - Date of Commencement Of Annual Assessments: Due Dates

The annual assessment provided for herein shall commence as to all Lots upon the first day of the month following the conveyance of record of the Common Area within the said Subdivision. The first annual assessment shall be adjusted to the number of months remaining in the calendar year. The Board of Directors shall fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Owner subject thereto. The due dates shall be established by the Board of Directors. The Association shall upon demand at any time furnish a certificate in writing, signed by an officer of the Association, setting forth whether the assessments on the specified Lot have been paid. A reasonable charge may be made by the Board for the issuance of these certificates. Such certificates shall be conclusive evidence of payment of any assessment therein stated to have been paid.

Section 9 - Effect of Non-Payment of Assessments: Remedies of the Association

1. Any assessments which are not paid when due shall be delinquent. A "Late Charge" of TWENTY FIVE DOLLARS ($25.00) for each payment towards assessment not received within THIRTY (30) DAYS of the due date shall be added to the payment of assessment that is past due. There shall be only one "Late Charge" on any delinquent payment. At the time the delinquent amount including "Late Charge", reaches THREE HUNDRED DOLLARS ($300.00); the account will be charged a rate of interest equal to the Prime Interest Rate at Bank of America, or its successor, plus Five Percent (5%) per annum. After Notice as hereinafter set forth under (2), 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 "Late Charges", costs, and reasonable attorney's fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessment provided for herein by non-use of the Common Area or abandonment of his Lot.

2. After the Unit Owner has become thirty (30) days delinquent on any monthly assessment he is to receive a "Late Notice". The same happens on any two (2) monthly assessments that are delinquent. When a Unit Owner has become delinquent on any three (3) consecutive monthly assessments, a copy of the "Late Notice" will be sent to the President of the Association and the "Late Notice" is to be sent Certified Return Receipt. Once a Unit Owner has become delinquent on any four (4) monthly assessments, the account is automatically turned over to an attorney for collection.

Section 10 - Subordination of the Lien to Mortgages

The lien of the assessments provided for herein shall be subordinate to the liens of any mortgage or mortgages. Sale or transfer of any Lot shall not affect the assessment lien. However, the sale or transfer of any Lot which is subject to any mortgage, pursuant to a decree of foreclosure under such mortgage or any proceeding in lieu of foreclosure thereof, shall extinguish the lien of such assessments as to payments thereof which became due prior to such sale or transfer. No sale or transfer shall relieve such Lot from liability for any assessments thereafter becoming due or from the lien thereof.

Section 11 - Exempt Property

The following property subject to the Declaration shall be exempt from the assessments created therein:

1. all properties dedicated to and accepted by a local public authority,

2. the "Common Area", and,

3. all properties owned by a charitable or non-profit organization exempt from taxation by the laws of the State of Virginia.

However, no land or improvements devoted to dwelling use shall be exempt from said assessments.

Article XIII - Parking Spaces

Two Parking Spaces are assigned to each Unit Owner only. All other spaces are Guest Spaces. Guest Parking Spaces cannot be used as a permanent parking space by Lot Owners with a third car. All mobile homes, boats, trailers, hitches, abandoned vehicles, and/or any other non-vehicles are prohibited from parking in any parking section of "The Properties". The same restrictions that apply to the Assigned Parking Spaces also apply to the Guest Parking Spaces.

Article XIV - 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 management office of the Association, where copies may be purchased at reasonable costs.

Article XV - Corporate Seal

The Association shall have a "SEAL" in circular form having within its circumference the words: HENSON PARK HOMEOWNERS ASSOCIATION, INC.

Article XVI - Amendments

Section 1

These By-Laws may be amended, at a regular or special meeting of the Members, by a vote of a majority of a quorum of Members present in person or by proxy.

Section 2

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 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 of December of every year.

Article XVIII - 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 merger. 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, WE, being all of the Directors of HENSON PARK HOMEOWNERS ASSOCIATION, INC., have hereunto set our hands this 27th day of September, 2005.

Jayce Fortwranger, Director and Henson Park Homeowner's Association President

<signed> 27 September 2005

William P. Scully, Director and Henson Park Homeowner's Association Vice President

<signed> 27 September 2005

John Mills, Director and Henson Park Homeowner's Association Secretary

<signed> 27 September 2005

Thomas Simms, Director and Henson Park Homeowner's Association Treasurer

<signed> 27 September 2005