Articles of Incorporation
Amended Articles of Incorporation
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Article I (Name of the Corporation)
Article II (Initial Registered Office)
Article III (Initial Registered Agent)
Article IV Purpose and Powers of the Association
Article VII Board of Directors
Article IX Authority to Mortgage or Encumber
Article X Authority to Dedicate
Amend Article VI Voting Rights
The Amended Articles of Incorporation of Hunters Creek Homes Association, executed August 23, 1973 and amended October 1, 1977 are available here. The official documents are on file at the Office of the State Corporation Commission.
In compliance with the requirements of Chapter 2 of Title 13.1 of the Code of Virginia, the undersigned have this day voluntarily associated themselves together for the purpose of forming a non-stock non-profit corporation and do hereby certify:
Article I (Name of the Corporation)
The name of the corporation is HUNTERS CREEK HOMES ASSOCIATION, hereinafter called the “Association”.
Article II (Initial Registered Office)
The initial registered office of the Association is located at P.O. Box 547, 10409 Main Street in the City of Fairfax, Virginia.
Article III (Initial Registered Agent)
Daniel H. Shaner, who is a resident of Virginia, a member of the Virginia State Bar, and a Director of the Corporation, and whose business address is P. O. Box 547, 10409 Main Street, Fairfax, Virginia, 22030, is hereby appointed the initial registered agent of this Association.
Article IV Purpose and Powers of the Association
This Association does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is formed are to provide (i) recreational facilities for the benefit of its members, their guests and invitees, (ii) maintenance, preservation and architectural control of residential lots, and (iii) to own, improve, maintain and preserve Recreational Areas as may be acquired by the Association, and (iv) to promote the health, safety and welfare of members of the Association, 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 the By-Laws of Hunters Creek Homes Association;
2. To fix, levy , collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms
of the By-Laws; 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 or 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. To borrow money, to mortgage, pledge, deed in trust, or hypothecate any and 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 Law of the Commonwealth of Virginia by law may now or hereafter have or exercise.
Article V Membership
Every person or entity who is a record owner of a fee or undivided fee interest in any residential lot which is subject to the Covenants and Restrictions for Hunters Creek shall be a member of the Association; and every person or entity who is the record owner of a fee or undivided fee interest in any Townhouse which is a part of Hunters Creek Condominium and which is, or may become, subject to the Master Deed for Hunters Creek Condominium, or any amendments thereto, shall be a member of the Association. The foregoing is not intended to include persons who hold an interest merely as security for the performance of an obligation. No owner, whether one or more persons, shall have more than one membership per lot or Townhouse. Membership shall be appurtenant to and may not be separated from ownership of any lot or Townhouse. Ownership of such lot or Townhouse shall be the sole qualification for membership.
Article VI Voting Rights
The Association shall have three classes of voting memberships:
Class A. Class A members shall be all those Owners as defined in Article V with the exception of the Class B and Class C 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 them-selves determine, but in no event shall more than one vote be cast with respect to any lot.
Class B. Class B members shall be all those owners of any Townhouse which is a part of Hunters Creek Condominium and which is, or may become, subject to the Master Deed for Hunters Creek Condominium, or any amendments thereto. This class shall as to voting rights vote as Class A members.
Class C. The Class C member shall be Otis D. Coston, Jr. and Gordon V. Smith, Trustees, or their successors or assigns, who shall be entitled to three (3) votes for each lot or Townhouse in which they hold the interest required for membership by Article V, provided that the Class C membership shall cease and a Class A or Class B membership as the case may be with one (1) vote for each lot or Townhouse in which it holds an interest shall be issued on the happening of either of the following events, whichever occurs earlier:
1. When the total votes outstanding in the Class A and Class B memberships equal the total votes outstanding in the Class C membership; or
2. On January 1, 1981.
Article VII Board of Directors
The affairs of this Association shall be managed by a Board of five (5) Directors, who need not be members of the Association and such number can be changed only by Amendment of the Articles of Incorporation. The names and addresses of the persons who are to act in the capacity of the initial Board of Directors until the selection of their successors are:
Otis D. Coston, Jr.
7104 Benjamin. Street
McLean, Virginia 22101
Gordon V. Smith
7621 Carteret Road
Bethesda, Maryland 20034
William T. Klevan
3312 Wessynton Way
Alexandria, Virginia
Kenneth F. Murphy
4163 Elizabeth Lane
Annandale, Virginia 22030
Daniel H. Shaner
5405 Quincy Marr Drive
Fairfax, Virginia 22030
At the first annual meeting the members shall elect one director for a term of one year, two directors for a term of two years and two directors for a term of three years; and, as the terms of such directors expire new directors shall be elected for terms of three years.
Article VIII Liabilities
The total amount of indebtedness or liability which this Association may incur at anyone time shall not exceed 150 percent of its income for the previous fiscal year, provided that additional amounts may be authorized at a duly held meeting at which a quorum is present by the assent of two-thirds (2/3) of the votes, in person or by proxy, entitled to be cast by the entire membership, and provided further that this Article shall not be construed to prohibit the Association from acquiring real property subject to encumbrances for the purpose of financing facilities located on the real property so acquired.
Article IX Authority to Mortgage or Encumber
Any mortgage or deed of trust by the Association of Common Area or Recreational Area as defined in the Declaration shall have the assent at a duly held meeting at which a quorum is present of more than two-thirds (2/3) of the votes, in person or by proxy, entitled to be cast by the entire membership.
Article X Authority to Dedicate
The Association shall have the power to dedicate, grant easements, sell or transfer all or any part of the Common Area or Recreational Area to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed to by the members and approved by Statute, providing such dedication, grant, sale or transfer shall be approved by an affirmative vote at a duly held meeting at which a quorum is present of more than two-thirds (2/3) of the votes, in person or by proxy, entitled to be cast by the entire membership.
Article XI Dissolution
The Association may be dissolved with the assent at a duly held meeting at which a quorum is present of more than two-thirds (2/3) of the votes, in person or by proxy, entitled to be cast by the entire membership. 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 and uses that would most nearly reflect the purposes and uses to which they were required to be devoted by the Association.
Article XII Duration
The corporation shall exist perpetually.
Article XIII Amendments
Amendment of these Articles shall require the assent at a duly held meeting at which a quorum is present of seventy-five percent (75%) of the votes, in person or by proxy, entitled to be cast by the entire membership.
IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the Commonwealth of Virginia, we, the undersigned, constituting the incorporators of this Association, have executed these Articles of Incorporation this 23 day of August, 1973.
Otis D. Coston, Jr.
Kenneth F. Murphy
William T. Klevan
Articles of Amendment of the Articles of Incorporation of Hunters Creek Homes Association
1. The name of the Corporation is Hunters Creek Homes Association.
2. The following amendments to the Articles of Incorporation were adopted on October 1,1977:
Amend Article V Membership
Every person or entity who is a record owner of a fee or undivided fee interest in any residential lot which is subject to the Covenants and Restrictions for Hunters Creek, as the same may from time to time be dedicated, platted and recorded among the Fairfax County, Virginia land records, shall be a Class A member of the Association. The foregoing is not intended to include persons who hold an interest merely as security for the performance of an obligation. No owner, whether one or more persons, shall have more than one membership per lot. Membership shall be appurtenant to and may not be separated from ownership of any lot. Ownership of such lot shall be the sole qualification for membership.
Amend Article VI Voting Rights
The Association shall have two classes of voting membership:
Class A. Class A members shall be all those owners of a fee or undivided fee interest inany residential lot which is subject to the Covenants and Restrictions for Hunters Creek and the same may from time to time be dedicated, platted and recorded among the Fairfax County, Virginia land records, with the exception of the 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 Otis D. Coston, Jr. and Gordon V. Smith, Trustees, or their successors or assigns, who shall be entitled to three (3) votes for each lot in which they hold the interest required for membership by Article V, provided that the Class B membership shall cease and a Class A membership with one (1) vote for each lot in which it holds an interest shall be issued on the happening of either of the following events, whichever occurs earlier:
1. When the total votes outstanding in the Class A membership equals the total votes outstanding in the Class B membership or
2. On January 1, 1981.
3. At the Board of Directors Meeting held on August 17, 1977, the aforesaid amendments were found to be in the best interests of the corporation and directed to be submitted to a vote at a meeting of the Members; such notice was given by mail, addressed to the Members at their addresses as they appeared on the records of the corporation, with postage thereon prepaid, on August 25, 1977, and a copy of the amendment accompanied such mailing; that a quorum was present at such meeting on September 22, 1977; and that the amendment received more than seventy-five percent (75%) of the votes, in person or by proxy, entitled to be cast by the entire membership.
Executed this 1st day of March, 1978 in the name of the corporation by its President and Secretary.
HUNTERS CREEK HOMES ASSOCIATION
ATTEST: By Thomas K. Brown
President
Donald R. Redrup
Secretary