(Enacted 1983 and amended in subsequent years)

ARTICLE I

NAME AND LOCATION. The name of the corporation is Hickory Farms Community Association (HFCA), hereinafter referred to as the "Association".  Meetings of members and directors may be held at such places within the State of Virginia, County of Fairfax, as may be designated by the Board of Directors.

ARTICLE II
DEFINITIONS

Section 1. "Association" shall mean and refer to Hickory Farms Community Association, its successors and assigns.

Section 2. "Properties" shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions and Restrictions, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.

Section 3. "Common Area" shall mean all real property owned by the Association for the common use and enjoyment of the Owners and Residents.

Section 4. "Lot" shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties with the exception of the Common Area.

Section 5. "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 a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

Section 6. "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 Circuit Court of Fairfax County, Virginia.

Section 7. "Member" shall mean and refer to those persons entitled to membership as provided in the Declaration.

Section 8. "Resident" shall mean and refer to any legal tenant of a home leased from an owner as defined in Section 5 herein.

Section 9. "Board" refers to the duly elected Board of Directors of the Association.

ARTICLE III
MEETING OF MEMBERS

Section 1. Annual Meetings.  An annual meeting of the members will be held during the month of October of each year.  The date, time, location, and agenda will be determined by the Board.  The annual meeting shall be held for the election of directors and the conduct of such other business as may be properly brought before the meeting.

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 one-fourth (1/4) of the voting membership.

Section 3. Notice of Meetings.  Written notice of each meeting of the members shall be mailed to all owners and residents at least 15 days before such meetings.  Such notice shall specify the date, time, location and agenda.

Section 4. Quorum.  The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-fourth (1/4) of the votes 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 Board of Directors shall have power to adjourn the meeting, and reconvene without notice other than an announcement at the meeting.  At any such reconvened meeting, the presence of members or proxy holders entitled to cast one-eighth (1/8) of the votes shall constitute a quorum.

Section 5. Proxies.  At all meetings of the members, each member may vote in person or by proxy.  All proxies shall be in writing and filed with the secretary.  No member shall be allowed to execute more than four (4) proxies per meeting except for the secretary and his vote shall be as directed by the Board.  No such proxy shall be revocable, given by the member that it be revoked, except by actual notice to the officer presiding over the meeting.  Any proxy shall be void if not signed by a member or by a person having authority to execute deeds on behalf of the member.  All proxies shall include the member’s name, address, signature, and date signed.  A proxy shall terminate automatically upon the adjournment of the first meeting held on or after the date of the proxy or upon conveyance by the member of his lot.

ARTICLE IV
BOARD OF DIRECTORS
SELECTION: TERM OF OFFICE

Section 1. Number.  The affairs of this Association shall be managed by a Board at least five (5) Directors, all of whom must be members of the Association.  The Board has the authority to add Directors as required to meet the needs of the community.

Section 2. Term of Office.  At each annual meeting, the members shall elect a Board of Directors to serve for a period of one (1) year, or until their successors are elected.

Section 3. Succession.  Any director may be removed from the Board by a majority vote of the members of the Association.  In the event of a vacancy for any reason other than removal, a successor shall be selected by a majority vote of the remaining directors, even though this may constitute less than a quorum.  Each person so elected shall serve until the next annual meeting of the Association.  A vacancy occurring by reason of the removal of a director by a vote of the Association shall be filled by the Association at an annual meeting or at a special meeting called for that purpose.

Section 4. Removal of Directors.  Removal of Directors shall be by a majority of the votes at any meeting where a quorum is present.  Any director whose removal has been proposed shall be given at least 10 days notice of the calling of the meeting and the purpose thereof, and opportunity to be heard at the meeting.

Section 5. Compensation.  No director shall receive compensation for any service he may render to the Association.  However, any director may be reimbursed for actual expenses incurred in the performance of duties.

Section 6. 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.  Electronic communication such as email constitutes written approval.  Any action so approved shall have the same effect as though taken at a meeting of the directors, and shall be recorded in the minutes of the next meeting of the Board of Directors.

ARTICLE V
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.

Section 2. Nominating Committee.  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 ninety days prior to each annual meeting of the members, to serve from the day of appointment until the close of the 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 shall be made from among members of the Association.

Section 3. Election.  Election to the Board of Directors shall be made by written ballot.  However, the Members present at the meeting may unanimously agree that votes may be cast by another method, including election of candidates by voice vote acclamation. The persons receiving the largest number of votes shall be elected.  Cumulative voting is not permitted.

ARTICLE VI
MEETINGS OF DIRECTORS

Section 1. Regular Meetings.  Regular meetings of the Board of Directors shall be held approximately monthly at such place and hour as may be fixed from time to time by the Board.

Section 2. Special Meetings.  Special meetings of the Board of Directors shall be held when called by the president of the Board, or by any two directors.

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.

Section 4. Notice.  Notice of the time, date and place of each meeting of the Board of Directors or of any subcommittee or other committee thereof shall be published where it is reasonably calculated to be available to a majority of the Members.

ARTICLE VII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers.  The Board of Directors shall have the power to:

1. 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. Suspend the voting rights and right to use the recreational facilities of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association.  Such rights may also be suspended after notice and hearing, for a period not to exceed 60 days for infraction of published rules and regulations.
3. Exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-laws, the Articles of Incorporation, or the Declaration.
4. 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.
5. Employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.
6. Impose penalties that may be established by resolution of the Board of Directors, including but not limited to imposition of violation charges, for failure by a Lot Owner to comply with any of the terms of the Association’s Declaration, Bylaws, and the rules and regulations. Pursuant to the Association’s Due Process Procedures, a Lot Owner will be given the opportunity to be heard and represented by counsel before the Board of Directors, prior to imposing any penalties.

Section 2. Duties.  It shall be the duty of the Board of Directors to:

1. Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members of the annual meeting of the members, or at any special meeting when such a statement is requested in writing by one-fourth (1/4) of the members.
2. Supervise all officers, agents and employees of this Association, and to see that their duties are properly performed.
3. As more fully provided in the Declaration to:
   1. Fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period.
   2. Send written notice of each assessment to every owner subject thereto at least thirty (30) days in advance of each annual assessment period.
   3. Foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring legal action against the owner personally to pay the same.
   4. Take legal action to enforce the restrictive covenants.
4. Issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid.  A reasonable charge may be made by the Board for the issuance of these certificates.  If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment.
5. Procure and maintain adequate liability and hazard insurance for the Association.
6. Cause the Common Area to be maintained.
7. Ensure an orderly transition of custody of the Association’s books and records when members join or depart from the Board of Directors.

Section 3. Fidelity Bonds.  The Board of Directors shall require that all directors, officers, trustees, volunteers, agents and employees of the Association handling or responsible for funds furnish adequate fidelity bonds or insurance.  The fidelity bonds or insurance shall designate the Association as a named insured and, if obtainable, shall be written in an amount sufficient to provide protection which shall be not less than one-half the Association's estimated annual operating expenses and reserves.  The premiums on such fidelity bonds or insurance shall constitute a Common Expense.

Section 4. Liability of the Board of Directors.  Every member of the Board of Directors and every officer of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may become involved, by reason of his being or having been a member of the Board of Directors or officer of the Association or any settlement thereof, whether or not he is a member of the Board of Directors or officer at the time such expenses are incurred, except in such cases wherein such member or officer is found by a court of competent jurisdiction to have acted with willful misconduct or in bad faith, or willful misfeasance or malfeasance in the performance of his duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Association.  In addition, every such member or officer shall, in the first instance, not be liable to the Association for any conduct, omission or matters upon which they are entitled to be indemnified herein.  The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such member or officer may be entitled.  Members of the Board of Directors or officers of the Association shall not be personally liable for contracts made by them on behalf of the Association or the members unless their conduct in such matters would not otherwise entitle them to indemnification under this Section.

ARTICLE VIII
OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Officers.  The officers of this Association shall be a president and vice-president, a secretary, a treasurer, and such other officers as the Board may create.  With exception of president and vice-president, no officer need be a member of the Board of Directors.  Two or more offices may be held by the same person but the president shall not hold any other office.

Section 2. Election of Officers.  The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.

Section 3. Term.  The officers of this association shall hold office at the pleasure of the Board of Directors.  They shall be elected annually by the Board and shall hold office for one (1) year unless they shall sooner resign, or shall be removed or otherwise 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 resign at any time giving 30 days written notice to the Board.  Such resignation shall take effect on the date of receipt of such notice or any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.  An officer may be removed by the Board with or without cause by the affirmative vote of a majority of the entire Board.

Section 6. Vacancies.  A vacancy in any office may be filled by appointment by the Board.  The officer appointed to such vacancy shall serve for the remainder of the term of the officer he or she replaces.

Section 7. Duties.  The duties of the officers are as follows:

1. President
   The president shall preside at meetings of the Association and shall be an ex-officio member of all committees.  The president must be a member of the Board of Directors.  He shall have general and active management of the business of the Association subject to the control of the Board.
2. 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, shall exercise and discharge such other duties as may be required of him by the Board.  The vice-president must be a member of the Board.
3. Secretary
   The secretary shall attend all meetings of the Board and Association and shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members, 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 other duties as required by the Board.
4. 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 Association books to be made by a public accountant at the completion of each year; and shall prepare an annual budget and a 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.

Section 9. Agreements, Contracts, Deeds, Checks, etc.  All agreements, contracts, deeds, leases, checks and other instruments of the Association for expenditures or obligations shall be executed by any two of the president, vice-president or treasurer of the Association or by such other person or persons as may be designated by the Board of Directors.

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.

ARTICLE X
BOOKS AND RECORDS

In compliance with the requirements of Virginia Property Owners Association Act (VPOAA), as it may be amended from time to time, the Association shall keep detailed records of receipts and expenditures affecting the operation and administration of the Association.  All financial books and records shall be kept in accordance with generally accepted accounting practices.  The books, records, and papers of the Association are to be subject to inspection by any Member, subject to the exclusions in the VPOAA as that Act may be amended from time to time.  If a Member requests copies of the Association’s books and records, the VPOAA permits the Association to impose and collect a charge, reflecting the reasonable costs of materials and labor, not to exceed the actual costs of providing such documents.  The 1) Articles of Incorporation 2) Deed of Dedication and Declaration of Covenants, Conditions and Restrictions, 3) Rules and Regulations, 4) By-Laws of the Association and 5) minutes of meetings shall be made available for viewing by Members on the Association’s web page.

ARTICLE XI
OPERATION OF ASSOCIATION

Section 1. Fiscal Year.  The fiscal year of the Association is the calendar year; provided, however, that the fiscal year may be changed by the Board of Directors at their discretion.

Section 2. Annual Budget.

1. On or before a date which is not less than 15 days prior to the end of each fiscal year, the Board of Directors shall adopt an annual budget for the Association for the succeeding fiscal year.  The Budget shall contain an estimate of the total amount necessary to pay the cost of maintenance, management, operation, repairs and replacement of the Common Elements, and the cost of wages, materials, insurance premiums, services, supplies and other expenses which will be required during the ensuing fiscal year for the administration, operation, maintenance and repair of the Property and the rendering to the members of all related services.
2. The annual budget shall contain an estimate of the amount necessary to pay the Common Expenses for the applicable fiscal year in a reasonable itemized form and a statement of the amount of the Common Expenses payable by each member.  Common Expenses shall include the amounts necessary to create and maintain the reasonable reserves authorized by Section 5 herein.  The Board of Directors shall send to each member, at least ten (10) days prior to the commencement of each fiscal year, a copy of the annual budget for the fiscal year.

Section 3. Assessment and Payment of Common Expenses.  As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made.  Any assessments which are not paid when due shall be delinquent.  A fifty (50) dollar service charge shall be added to any delinquent bill.  If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate set annually by the board, and the Association may bring legal action against the Owner personally obligated to pay the same or foreclose the lien against the property.  Interest, costs, and reasonable attorney's fees of any such action shall be added to the amount of such assessments.  No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Area or abandonment of his lot.

Section 4. Year-End Accounting and Overpayments - Within 90 days after the end of each fiscal year, the Board of Directors shall send to each member an itemized accounting of the Common Expenses actually incurred for such fiscal year, together with an itemized statement of the amounts collected pursuant to the assessment adopted by the Board of Directors for such fiscal year, any delinquencies in payment of assessments, the amount of any surplus or deficit and the amount of the reserves.  Common Income in excess of Common Expenses (including reserves) at the end of a fiscal year, shall be returned to the members or credited to the assessments due under the annual budget for the next succeeding fiscal year, as may be determined by the Board of Directors.

Section 5. Reserve Fund for Capital Improvement, Replacements and Major Repairs.  The Board of Directors shall establish and maintain a reasonable fund for capital improvements, replacement and major repairs by providing for reserve fund(s) in the annual budget and segregating such reserve fund(s) on the books of the Association.  The portion of the members' assessments paid into such reserve fund(s) shall be conclusively deemed to be contributions to the capital of the Association by the members  The fund shall be invested prudently by the Board such that it can be accessed readily, when needed.

Section 6. Special Assessments.  The Board of Directors may levy a special assessment for the purpose of defraying the cost of any unexpected repair or other nonrecurring contingency, or to meet any deficiencies occurring from time to time.  The fund resulting from such special assessment shall be segregated on the books of the Association and expended solely for the purposes for which it was assessed.  No special assessment shall exceed fifty percent (50%) of a regular assessment without approval at a meeting of the Members.

Section 7. Expenditures.  No single expenditure of funds exceed one thousand dollars ($1,000) without approval by a two thirds (2/3) vote by the Board of Directors.

ARTICLE XII
ELECTRONIC VOTING, USE OF TECHNOLOGY AND MEETING REMOTELY

Section 1. Electronic Voting

1. Notwithstanding any other provision of Deed of Dedication and Declaration of Covenants, Conditions and Restrictions, the By-Laws of Hickory Farms Community Association and the Articles of Incorporation of Hickory Farms Community Association, the Board of Directors may, by Resolution, authorize obtaining the agreement of the Members or the votes of the Members, by mail, electronically or by other equivalent means and outside of a meeting, in accordance with the requirements set forth in the Virginia Property Owners Association Act (VPOAA), as may be amended, and the Virginia Nonstock Corporation Act, as may be amended.
2. A Member voting by mail or electronically before the meeting shall be deemed present at such meeting for quorum purposes.
3. The Board of Directors may establish such reasonable procedures with regard to obtaining agreement and/or votes by mail or electronically as it sees fit.  However, if any Member does not have the capability or desire to conduct business using electronic transmission, the Board of Directors shall make reasonable accommodation, at its expense, for such Member to vote without use of such electronic means.

Section 2. Use of Technology

1. Notwithstanding any other provision of the Deed of Dedication and Declaration of Covenants, Conditions and Restrictions, the By-Laws of Hickory Farms Community Association and the Articles of Incorporation of Hickory Farms Community Association (i) any notice required to be sent or received or (ii) any signature, vote, agreement, consent, or approval required to be obtained or any provision of the VPOAA may be accomplished using technology available at that time if such use is a generally accepted business practice.
2. Electronic transmissions and other equivalent methods.  The Association, Owners, and those entitled to occupy a Lot, may  perform any obligation or exercise any right under the Deed of Dedication and Declaration of Covenants, Conditions and Restrictions, the By-Laws of Hickory Farms Community Association and the Articles of Incorporation of Hickory Farms Community Association or any provision the VPOAA by use of any technological means providing sufficient security, reliability, identification, and verifiability as determined by the Board of Directors.
3. Signature requirements.  An electronic signature meeting the requirements of applicable law shall satisfy any requirement for a signature under any the Deed of Dedication and Declaration of Covenants, Conditions and Restrictions, the By-Laws of Hickory Farms Community Association and the Articles of Incorporation of Hickory Farms Community Association or any provision the VPOAA.
4. This Section shall not apply to any documents that must be recorded in the public land records that require an original signature and any notice related to an enforcement action by the Association, an assessment lien, or foreclosure proceedings in enforcement of an assessment lien.

Section 3. Remote Participation in Annual or Special Meeting of Members

1. Notwithstanding any other provision of the By-Laws of Hickory Farms Community Association, the Board of Directors may determine that any meeting of the Members shall not be held in a physical place and shall instead be held solely by means of remote communication in conformity with the Virginia Nonstock Corporation Act. Owners participating in a Members’ meeting by remote communication shall be deemed present and may vote at such a meeting if the Association has implemented reasonable measures to: Verify that each person participating is an Owner or an Owner’s proxy; and provide such Owners a reasonable opportunity to participate in the meeting and to vote on matters submitted to the Owners, including an opportunity to read or hear the proceedings of the meeting substantially currently with such proceedings.
2. The fact that the meeting was held by electronic communication means, and the type of electronic communication means by which the meeting was held shall be stated in the minutes of the Annual or Special Meeting of Members.

Section 4. Remote Participation in Regular or Special Board Meeting

1. Notwithstanding any other provision of the By-Laws of Hickory Farms Community Association and the VPOAA or the Virginia Nonstock Corporation Act, the Board of Directors may in its discretion conduct remote Regular Meetings, Special Meeting and Work Sessions.
2. The Association will inform Members when the Board meeting is taking place and instruct Members on how to participate in the remote Board meeting.  The Association shall give notice to the Members pursuant to this Declaration contemporaneously with the notice provided to the Board of Directors.
3. The Association shall make arrangements for Member access to any meeting of the Board of Directors through electronic means, including to the extent practicable, videoconferencing technology.
4. Except for those portions of the Board meeting conducted in executive session under the VPOAA, remote meetings of the Board of Directors shall be open for Members to monitor by phone or other electronic means.  In compliance with the VPOAA, the Board will continue to hold the owners’ forum in permitting Members to comment on matters relating to the Association, or in the case of a Special Meeting, comment on matters listed on the meeting agenda.  The Board of Directors may adopt procedures regarding the length of the forum, establishing a time limit for each Member and times during the meeting when a Member may be able to comment.
5. This provision for the conduct of remote meetings shall apply to all committees, sub-committees and task forces of the Board.
6. The fact that the meeting was held by electronic communication means, and the type of electronic communication means by which the meeting was held shall be stated in the minutes of the Board of Directors.

ARTICLE XIII
AMENDMENTS

Section 1. These By-Laws may be amended, by a majority vote of a quorum of members present in person or by proxy at a regular or special meeting of the membership.

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.

IN WITNESS WHEREOF, we, being the President and Secretary of the Association have hereunto set our hand this date.

President                  Charles “Chuck” Stewart              October 11, 2018
Secretary                  John Kitzmiller                              October 11, 2018

History

• The By-laws were enacted October 12, 1983
• The By-laws were amended November 12, 1987
• At the October 15, 2009, Annual Meeting, the Members increased the $25 service charge in Article XI, Section 3 to $50.
• At the October 11, 2018 Annual Meeting, the Members approved amendments to the following Articles:  III/5, IV/6, V/3, VI/4, VII/2/(g), X, XI/5, and XII (Corporate Seal)
• At the October 3, 2020 Special Meeting, the Members approved new Article XII - Electronic Voting, Use of Technology, and Meeting Remotely
• On February 13, 2024, the Members voted to add Article VII - Powers and Duties of the Board of Directors, Section 1(f)