In compliance with the requirement of Title 13.1, Chapter 2, of the 1950 Code of Virginia, as amended, the undersigned hereby associate to form a non-stock Association, not for profit, and to that end, set forth the following:

ARTICLE I

The name of the Association is Hickory Farms Community Association.

ARTICLE II

The Association does not contemplate pecuniary gain or profit, direct or indirect, to its members.  The purposes for which it is formed are:

To promote the interest of the owners of properties within that certain tract of property to be known as Hickory Farms, located in Annandale District, Fairfax County, Virginia, described by metes and bounds as follows:

………….. hereinafter referred to as “The Properties,” and for this purpose:

1. to own, acquire, build, hold, improve, sell, convey, lease, dedicate to public use, operate and maintain recreations areas, parks, playgrounds, streets and parking areas including buildings, structures and personal property incident thereto, hereinafter referred to as “The Common Properties and Facilities";
    
2. to fix, levy, collect, and enforce payment by any lawful means of charges and assessments, against the properties;
    
3. to enforce any and all covenants running with the land and restrictions applicable to The Properties in any lawful manner, and to perform all of the duties and obligations of the Association set forth in any Deed of Dedication and Declaration of Covenants, Conditions and Restrictions recorded, or to be recorded in the Clerk's Office of the Circuit Court of Fairfax County, Virginia;
    
4. to pay taxes, if any, on the Common Properties and Facilities and to pay all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the properties of the Association;
    
5. 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
    
6. insofar as permitted by law, to do any other thing that that in the opinion of the Board of Directors will promote the common benefit and enjoyment of the residents of The Properties.

ARTICLE III

Every person or entity who is a record owner of a fee, or undivided fee interest of any lot included within The Properties shall be a member of the Association; provided that any such person or entity who holds such interest merely as security for the performance of an obligation shall not be a member.  Ownership of the requisite property interest shall be the sole qualification for membership.  Upon evidence being presented to the Board of Directors by an applicant of its ownership of a lot embraced within the aforementioned tract of ground, said applicant shall be admitted to membership.

ARTICLE IV

The Association shall have two classes of voting membership:

Class A. Class A members shall be all those owners as defined in ARTICLE III 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 in ARTICLE Ill.  When more than one person holds such interest or interests in any lot, all such persons shall be 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 lot.

Class B. Class B members shall be the developer and any successor to all or substantially all of the business of developing the subdivision to be known as Hickory Farms, in Annandale District, Fairfax County, Virginia.  The Class B members shall be entitled to (5) votes for each lot in which it holds the interest required for membership under ARTICLE III, provided that the Class B membership shall cease and determine on the happening of either of the following events, whichever occurs first: 

1. when the total votes outstanding in the Class A membership equals or exceeds the total votes outstanding in the Class B membership;
   or
2. on January 1^st, 1980.

ARTICLE V

The affairs of the Association shall be managed by a Board of Directors consisting of three members who shall hold office until the election of their successor or successors.

The Board Directors may, from time to time, by amendments to the By-Laws, increase the number of Directors and upon such increase the Board shall appoint successors to serve until the next meeting of the members of the Association.  At the next annual meeting the Board of Directors shall be elected by the members casting votes in the proportion to which they are entitled, as set forth in ARTICLE IV.

ARTICLE VI

The Post Office address of the initial registered office of the Association is 1415 North Court House Road, Arlington, Virginia 22216.  The name of its initial registered agent is Thomas G. Mays, who is a member of the Virginia State Bar and a resident of Virginia, whose business office is 1415 North Court House Road, Arlington, Virginia, located in the County of Arlington, Virginia.

ARTICLE VII

The Association shall exist perpetually.

ARTICLE VIII

The Association may be dissolved only in accordance with Title 13. 1, Section 248, Code of Virginia. The disposition to be made of the assets shall be consonant with ARTICLE IX hereof.

ARTICLE IX

Upon dissolution of the Association, the assets, both real and personal of the Association, shall be dedicated to an appropriate public agency or utility 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 as nearly as practicable the same as those to which they were required to be devoted by the Association.  No such disposition of Association properties shall be effective to divest or diminish any right or title of any member vested in him under the recorded covenants and deeds applicable to The Properties unless made in accordance with the provisions of such covenants and deeds.

ARTICLE X

To the extent permitted by law, the Association may participate in mergers and consolidations with other non-profit Associations organized for the same purpose, provided that any such mergers or consolidations shall require the assenting votes cast at a duly held meeting of more than two-thirds (2/3) of the entire Class A 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.

ARTICLE XI

Any mortgage by the Association of the Common Properties and Facilities shall have the assenting votes at a duly held meeting of more than two-thirds (2/3) of the entire Class A membership and more than two-thirds (2/3) of the entire Class B membership, if any, and shall be in accordance with 13.1-246 of the Virginia Code.

ARTICLE XII

The Articles may be amended in accordance with the law, provided that the voting and quorum requirement specified for any action under any provisions of these Articles shall apply also to any amendment of such provisions, and provided further that no amendment shall be effective to impair or dilute any rights of members that are governed by the recorded covenants and restrictions applicable to The Properties, which are part of the property interest created thereby, provided said exemptions from amendments shall not be contrary to the laws of the State of Virginia.

ARTICLE XII

The name and address of each incorporator is:

Name                                     Address

Charles M. Radigan               4024 N. 40th Street, Arlington, Virginia 22207
Arthur L. Cline                        2726 N. Kensington Street, Arlington, Virginia 22207
Grandal W. Solbach               7010 Hector Road, McLean, Virginia 22101

ARTICLE XIV

The names and addresses of those persons who are to act as the three initial Directors until the election of successors are:

Name                                      Address

Charles M.  Radigan               4024 N. 40th Street, Arlington, Virginia 22207
Arthur L. Cline                         2726 N.  Kensington Street, Arlington, Virginia 22207
Grandal W. Solbach                7010 Hector Road, McLean, Virginia 22101