By-Laws of Heritage Point Association, Inc.

July 7, 2018

Article I - MEMBERSHIP

Section 1: Membership in the Association shall consist of every person or entity who holds a legal or equitable interest in any lot in Heritage Point, except that any such person or entity who holds such interest merely as a security for the performance of an obligation shall not be a member. Only one vote per lot shall be permitted.

Section 2: The Board of Directors may elect honorary members of the Association. Honorary members shall enjoy privileges of the Association but shall not be entitled to vote.

Section 3: Lessees of premises in Heritage Point, although not members of the Association as defined in Section 1 of this Article, may be entitled to participate in the activities of the Association (other than voting) and to use the common properties and facilities thereof subject to all restrictions imposed on members, provided;

Such lessees occupy homes owned by lessors in good standing with Heritage Point, and
Such lessees pay an annual fee such as may be established from time to time by the

Heritage Point Board of Directors, and
Such lessees’ names and telephone numbers shall be provided to the Emergency Preparedness Committee for inclusion on the Emergency Calling Tree, and
With respect to the use of the swimming pool, the lessor shall submit a Pool Application listing the lessees’ names and ages as Guests.

Article II - DIRECTORS

Section 1: The management and operation of this Association shall vest and be vested in a Board of Directors consisting of nine members elected at large on a staggered basis i.e. no more than three directors shall have their terms expire in any one year.

If there are only three candidates who agree to run for the three openings on the Board, those three candidates will be considered to be elected by default to the entire three-year term.

If fewer than three candidates agree to run, those candidates who do run will be considered to be elected by default for the entire three-year term, and the remainder of the positions on the Board will be filled by the Board’s making a selection of a person or persons from the membership, as described in Section 4 of this Article.

Section 2: The term of office shall be three years. Vacancies in the Board of Directors, other than by expiration of the term of office, shall be filled by the Board of Directors. If a member of the Board of Directors shall miss more than three scheduled meetings of the Board of Directors in any one year of his term without a suitable reason and prior notification to the president or his representative, this member will be removed from membership on the Board of Directors and the resulting vacancy shall be filled by the Board of Directors.

Section 3: If and when the Directors shall severally and collectively consent in writing to any action to be taken by the Association, such action shall be as valid Association action as though it had been authorized by the meeting of the Board of Directors.

Section 4: The Board of Directors shall have the power to fill any vacancy in any office occurring for any reason which shall arise during the interim between annual meetings of the Association.

Article III – ASSESSMENTS
Section l: The Board of Directors shall have the power to levy an annual assessment upon the

members for carrying out the purposes of the Association.

Section 2: The annual assessment shall be due and payable May 1 each year without notice. The Board of Directors of the Association may after consideration of current maintenance costs and future needs of the Association fix the actual assessment for any year at a lower amount.

Section 3: In addition to the annual assessments authorized by Section 2 hereof, the Board of Directors may levy a Special Assessment for the purpose of defraying in whole or in part the cost of any construction or reconstruction, unexpected repair, or replacement of any of the capital improvements. The duration of such a Special Assessment shall be specifically stated, and it shall expire at the end of that time. Any such assessment shall have the affirmative vote of a majority of all the voting members who are voting in person or by US Mail at a meeting duly called for the purpose. Written notice of such a meeting shall be sent to all members at least thirty (30) days in advance and shall set forth the purpose of the meeting. This notification will be sent electronically to those members with email, and by US Mail to those members without email.

Virginia Property Owners' Association Act-

SECTION 55-514, AUTHORITY TO LEVY SPECIAL ASSESSMENTS

In addition to all other assessments, which are authorized in the declaration, the Board of Directors of an Association shall have the power to levy a special assessment against its members if the purpose in so doing is found by the Board to be the best interest of the Association and the proceeds of the assessment are used primarily for the maintenance and upkeep, including capital expenditures, of the common area. A majority of votes cast, in person or by proxy, at a meeting of the membership convened in accordance with the provisions of the Association's bylaws within sixty days of promulgation of the notice of the assessment shall rescind or reduce the special assessment. No Director or Officer of the Association shall be liable for failure to perform his fiduciary duty if a special assessment for the funds necessary for the Director or Officer to perform his fiduciary duty is rescinded by the owner's pursuant to this section, and the Association shall indemnify such Director or Officer against any damage resulting from any claimed breach of fiduciary duty arising there from.
The failure of a member to pay the special assessment allowed by Subsection A shall entitle the Association to the lien provided by Section 55-516 of the Virginia Property Owners' Association Act, as well as, any other rights afforded a creditor under law.
The failure of a member to pay the special assessment allowed by Subsection A will provide the Association with the right to deny the member access to any or all of the common areas. Notwithstanding the immediately preceding sentence, direct access to the member's lot over any road within the development which is a common area shall not be denied the member.

Section 4: The Board of Directors may raise the assessment provided that any such assessment shall have the affirmative vote of a majority of all the voting members who are voting in person or by US Mail at a meeting duly called for the purpose, written notice of which shall be sent to all members at least thirty (30) days in advance and shall set forth the purpose of the meeting. This notification will be sent electronically to those members with email, and by US Mail to those members without email.

Section 5: The Board of Directors shall have the power to suspend the privilege of using the common properties of any member whose assessment remains unpaid for a period of thirty (30) days from the date due.

Section 6: Effective with respect to annual assessments becoming due on and subsequent to May l, any year, if a member's annual assessment remains unpaid for a period of more than sixty (60) days from the date due, payment of each such assessment shall be subject to a penalty of twenty-five dollars ($25.00) for late payment. This payment shall accrue semi-annually in every succeeding year that each such annual assessment remains unpaid.

Article IV – OFFICERS

Section 1: President.

The President shall be elected by and from the membership of the Board of Directors. He shall be the chief executive Officer of the Association. He shall have general and active management of the affairs of the Association and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall be Ex-officio a member of all committees and shall have the general powers and duties of supervision and management usually vested in the president of a corporation. He shall preside over the meetings of the Board of Directors and all general meetings of the Association.

Section 2: Vice-President.

There shall be one Vice-President elected by and from the membership of the Board of Directors. He shall, in turn, perform the duties and exercise the powers of the President during the absence or disability of the President.

Section 3: Secretary.

There shall be a Secretary selected by the Board of Directors. The Secretary shall attend all meetings of the Board of Directors and shall preserve in books of the Association true minutes of the proceedings of all such meetings. He shall safely keep in his custody the seal of the corporation and shall have authority to affix the same to all instruments where its use is required. He shall give notice of meetings and shall perform such other duties as may be delegated to him by the members of the Board of Directors.

Section 4: Treasurer.

There shall be a Treasurer selected by the Board of Directors. The Treasurer shall have custody of all association funds and securities and shall keep in books belonging to the Association full and accurate accounts of all receipts and disbursements. He shall deposit all money and securities in such depositories as may be designated for that purpose by the Board of Directors. He shall disburse the funds of the Association as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors at the regular meetings of the Board and whenever requested by the President and/or the Board of Directors, an account of all his transactions as treasurer and of the financial condition of the Association. If required by the Board, and at the expense of the Association, he shall deliver to the President of the Association a bond to be kept in force and in such form and amount and with a surety satisfactory to the Board, conditioned for faithful performance of his duties and for restoration to the Association in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and property of whatever kind in his possession or under his control belonging to the Association.

Article V – COMMITTEES

Section 1: There may be an executive committee consisting of a chairman and four members, who shall be selected by the Board of Directors. The President shall be chairman of the executive committee. The executive committee shall have the power to act for the Board of Directors in matters requiring attention between meetings of the Board, and shall have such other powers and duties as the Board shall direct. The chairman may call a meeting of the Executive Committee at such times as a crisis (for example, cleaning up after a storm) when emergency Board action is required and the rest of the Board members are not available.

Section 2: There shall be an architectural control committee consisting of three members who shall be selected by the Board of Directors. The chairman shall be designated by the President. The architectural control committee shall be responsible for recommending the approval or disapproval of plans to the Board of Directors for construction in accordance with paragraph 4 of the covenants, conditions and restrictions of Heritage Point as set forth in the office of the Clerk of the Circuit Court of Lancaster County, Virginia, in Deed Book 152 at Page 696, in Deed Book 428, on page 7 et seq, and in Instrument #120001407 (pages 1 - 278) Board confirmation is not necessary in the case of architectural committee approval of applications. Only disapprovals by the committee would be referred to the Board.

Section 3: There shall be such other committees as the Board of Directors shall deem properly expedient, the chairman and membership of which shall be named by the President, the expiration of their term of office to coincide with that of the President, subject, however, to reappointment by the incoming President.

Article VI – MEETINGS

Section 1: There shall be held an annual meeting of the membership of the Association at Heritage Point on the first or second Saturday in October of each year. The time of such meeting may be changed by the Board of Directors.

Section 2: At the annual meeting the Officers and committee chairmen shall submit their reports, and membership on the Board of Directors shall be filled by election, and any other business of the Association shall be carried on.

Section 3: There shall be one other meeting of the membership each year at Heritage Point, the time of such meeting to be designated by the Board of Directors.

Section 4: The Board of Directors shall meet immediately after the annual meeting and at other times upon the call by the President. Directors meetings may be called at the request of two or more Directors.

Section 5: Notice of all scheduled Board meetings, including the General Meetings, shall be prominently announced in the Heritage Point Newsletter, as well as on the Heritage Point website. The Heritage Point Newsletter will be sent electronically to all members with email, and by US Mail to those members without email.

Article VII - QUORUM FOR MEMBERSHIP MEETING

Section 1: A quorum for any meeting of the membership shall consist of ten (10) percent of the members of the Association represented in person or by proxy. A majority of such quorum shall decide any question that may come before the meeting.

Article VIII - EXECUTION OF INSTRUMENTS

Section 1: Checks, etc. All checks, drafts and orders for the payment of money shall be signed in the name of the Association and shall be countersigned by such Officers or agents as the Board of Directors shall from time to time designate for that purpose, provided that such checks, drafts and orders in an amount not in excess of five hundred dollars ($500.00) may be signed by one Officer designated for the purpose by the Board of Directors, without the countersignature of any other Officer.

Section 2: Contracts, conveyances, etc. When the execution of any contract, conveyance, or other instrument has been authorized without specification as to the interest of the Association in such instrument or instruments, the President or Vice-President, and the Secretary may execute the same in the name and in behalf of the Association and may affix the corporate seal thereto.

Section 3: The Board of Directors shall have power to designate the Officers and agents who shall have authority to execute any instrument on behalf of the Association.

Article IX – AMENDMENTS

Section 1: Proposed amendments to these bylaws must be submitted in writing to the Heritage Point Board at least sixty (60) days before any membership meeting at which the amendment would be put to a vote.

Section 2: The Heritage Point Board must notify the membership of all proposed amendments at least thirty (30) days before any membership meeting at which the amendments would be put to a vote. This notification will be sent electronically to those members with email, and by US Mail to those members without email.

Section 3: Amendments to these bylaws must be by an affirmative vote of a majority of all voting members, who are voting in person or by US Mail, at a properly called meeting at which the quorum requirements are met.

Article X - MERGING/CONSOLIDATION OF HERITAGE POINT LOTS

Section 1: When lots of Heritage Point are merged / consolidated, the lot owner retains all the rights and privileges as when the lot was originally platted or subdivided. That is; lot owners who merge(s) / consolidate(s) a lot for any reason shall retain their right to a full vote in Association matters and shall continue to pay all assessments and other charges due to the Heritage Point Association on that lot, as if the merger(s) / consolidation had never taken place.

By-Laws of Heritage Point Association, Inc.

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