BY-LAWS
of
CLEVELAND HOUSE CONDOMINIUM
TABLE OF CONTENTS
Page
Article I — Name and Location
Section 1 – Name4
Section 2 – Location4
Article It — Plan of Unit Ownership4
Section 1 – Unit Ownership 4
Section 2 – Applicability of By-Laws4
Article III — Definitions
Section 1 – Declaration5
Section 2 – Mortgagee5
Section 3 – Other Definitions5
Article IV — Unit Owners Association
Section 1 – Composition5
Section 2 – Membership Certificates5
Section 3 – Lost Certificates6
Section 4 – Annual Meetings6
Section 5 – Place of Meetings6
Section 6 – Special Meetings6
Section 7 – Notice of Meetings6
Section 8 – Roster of Unit Owners7
Section 9 – Quorum7
Section 10 – Adjournment of Meetings7
Section 11 – Order of Business7
Section 12 – Voting7
Section 13 – Proxies7
Section 14 – Majority of Owners8
Section 15 – Rules of order and Procedure8
Article V — Board of Directors
Section 1 – Number and Qualification8
Section 2 – Initial Directors — Control by Declarant8
Section 3 – Powers and Duties8
Section 4 – Managing Agent10
Section 5 – Election and Term of Office10
Section 6 – Removal of Members of the Board of Directors10
Section 7 – Vacancies10
Section 8 – Compensation11
Section 9 – Organization Meeting11
Section 10 – Regular Meetings11
Section 11 – Special Meetings11
Section 12 – Waiver of Notice11
Section 13 – Quorum11
Section 14 – Action Without Meeting12
Section 15 – Conduct of Meetings12
Section 16 – Liability of the Board of Directors12
Section 17 – Rights of Mortgagees12
Section 18 – Fidelity Bonds13
Article VI — Officers
Section 1 – Designation13
Section 2 – Election of Officers13
Section 3 – Removal of Officers13
Section 4 – President13
Section 5 – Vice President13
Section 6 – Secretary14
Section 7 – Treasurer14
Section 8 – Agreements, Contracts, Deeds, Checks, etc.14
Section 9 – Compensation of Officers14
Article VII — Liability and Indemnification of Officers and Directors
Section 1 – Liability and Indemnification14
Section 2 – Liability for Contracts15
Section 3 – Standard of Conduct15
Section 4 – Benefit16
Section 5 – Common or Interested Directors16
Article VIII — Assessments and Carrying Charges for Common Expenses
Section 1 – Fiscal Year16
Section 2 – Preparation and Approval of Budget16
Section 3 – Assessment and payment of Common Expenses17
Section 4 – Reserve for Replacements17
Section 5 – Special Assessments18
Section 6 – Initial Assessment18
Section 7 – Effect of Failure to Establish or Adopt Budget18
Section 8 – Accounts18
Section 9 – Paymentof Common Expenses and Assessment
Certificate18
Section 10 – Collection of Assessments19
Section 11 – Non-Payment of Assessments Memorandum of Lien
for Condominium Association19
Section 12 – Priority of Lien Subordination20
Section 13 – Additional Rights of Mortgagee-Notice21
Section 14 – Acceleration of Installment22
Section 15 – Assessment Certificates22
Section 16 – Payment – Satisfaction – Release22
Section 17 – Additional Default22
Section 18 – Roster of Mortgagees23
Section 19 – Unit and Limited Common Elements Maintenance
and Repair23
Section 20 – Additions, Alterations or Improvements by Board of
Directors23
Section 21 – Additions, Alterations or Improvements by Owners23
Article IX — Restrictions on Use of Units and Common Elements
Section 1 – Residential Use23
Section 2 – Leasing24
Section 3 – Prohibited Uses and Nuisances24
Section 4 – Right of Access26
Section 5 – Electricity, Gas, Water Charges and Sewer Rents26
Section 6 – Parking Spaces26
Section 7 – Leasing of Common Elements27
Article X — Insurance
Section 1 – Insurance27
Section 2 – Limitations28
Section 3 – Individual Policies: Recommendation of Declarant:
Notice to Board of Directors29
Section 4 – Endorsements, etc.29
Section 5 – Notice to Unit Owners29
Article XI — Casualty Damage – Reconstruction or Repair
Section 1 – When Repair and Reconstruction are Required30
Section 2 – Procedure for Reconstruction and Repair30
Section 3 – Disbursements of Construction Funds30
Section 4 – When Reconstruction is not Required31
Article XII — Sales, Leases and Alienation of Condominium Units
Section 1 – No Severance of Ownership31
Article XIII — Compliance and Default
Section 1 – Compliance32
Section 2 – Relief32
Article XIV — Miscellaneous
Section 1 – Notices33
Section 2 – Invalidity33
Section 3 – Captions33
Section 4 – Gender33
Article XV — Amendments to By-Laws
Section 1 – Amendment33
Section 2 – Proposal of Amendment33
Section 3 – Recording 34
Section 4 – Conflicts34
Section 5 – Approval of Mortgagees34
Section 6 – Non-Interference with Declarant34
BY-LAWS
OF
CLEVELAND HOUSE CONDOMINIUM
ARTICLE I
WANE AND LOCATION
Section 1: Name. The name of the unit owners association of CLEVELAND HOUSE CONDOMINIUM is as follows:
THE UNIT OWNERS ASSOCIATION OF CLEVELAND HOUSE CONDOMINIUM
Section 2: Location. The current principal office and mailing address of the condominium is as follows:
1931 North Cleveland Street, Suite 210
Arlington, Virginia22201
The office of the Condominium end the Board of Directors shall be located at the address above set cut or at such other place as may be designated from time to time by the Board of Directors.
ARTICLE II
PLAN OF UNIT OWNERSHIP
Section 1: Unit Ownership. The property located in the County of Arlington, Commonwealth of Virginia (hereinafter called the “Property”), has been submitted to the provisions of the Condominium Act of the Commonwealth of Virginia (Title 55, §§55—79.39, et seq., 1950 Code of Virginia, as amended), by the Declaration recorded in the office of the Clerk of the Circuit Court in and for Arlington County, Virginia, simultaneously herewith, and shall hereinafter be known as Cleveland House Condominium (hereinafter called the “Condominium”).
Section 2: Applicability of Bylaws. The provisions of these Bylaws are applicable to the Property of the Condominium and to the use and occupancy thereof. All present and future owners, mortgagees, lessees and occupants of Condominium Units and their employees, and any other person who may use the facilities of the Property in any manner, are subject to these Bylaws, the Declaration and the Rules and Regulations. The acceptance of a deed of conveyance or the entering into of a lease or the act of occupancy of a Condominium Unit shall conclusively establish the acceptance and ratification of these Bylaws, the Rules end Regulations and the provisions of the Declaration, as they may be amended from tine to time, by the person so acquiring, leasing or occupying a condominium Unit and shall constitute and evidence an agreement by such person to comply with the same.
ARTICLE III
DEFINITIONS
Section 1: Declaration. “Declaration,” as used herein, means that certain Declaration made the day of ______197__ , by the Declarant therein identified, pursuant to Chapter 4.2 in Title 55 of the Code of Virginia, 1950, as amended, i.e., the Condominium Act, by which certain described premises (including land) are submitted to a condominium property regime and which Declaration is recorded among the Land Records for Arlington County, Virginia, immediately prior hereto and to which these By-Laws are appended as an Exhibit.
Section 2: Mortgagee. “Mortgagee,” as used herein, means the holder of any recorded mortgage, or the party secured or beneficiary of any recorded deed of trust, encumbering one or more of the condominium units in the condominium. “Mortgage,” as used herein, shall include deed of trust: “First mortgage”, as used herein, shall mean a mortgage encumbering one or more of the condominium units in the condominium with priority over other mortgages. As used in these By-Laws, the term “institutional mortgagee” or “institutional holder” shall include banks, industrial loan associations, trust companies, business trusts including (but without limitation) real estate investment trusts, insurance companies, mortgage insurance companies, savings and loan associations, mutual savings banks, credit unions, pension funds, mortgage companies, Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage Corporation (FHLMC), all corporations, all partnerships, any agency or department of the United States Government or of any state or municipal government and any other lender regularly engaged in financing the purchase, construction or improvement of real estate and any assignee of a mortgage made by such a lender.
Section 3: Other Definitions. Unless it is plainly evident from the context that a different meaning is intended, all other terms used herein shall have the same meaning as they are defined to have in the Declaration or in the Virginia Condominium Act.
ARTICLE IV
UNIT OWNERS ASSOCIATION
Section 1: Composition. All of the Owners of Units contained in the Condominium, acting as a group in accordance with the Condominium Act, the Declaration and these By-Laws, shall constitute the “Unit Owners’ Association,” who shall have the responsibility of administering the Condominium, establishing the means and methods of collecting the contributions to the Common Expenses, arranging for the management of the Condominium, and performing all of the other acts that may be required to be performed by the Unit Owners’ Association by the Condominium Act, the Declaration and these By-Laws. Except as to these matters which the Condominium Act specifically requires to be performed by the vote of Owners of the Units, the administration of the foregoing responsibilities shall be performed by the Board of Directors as more particularly set forth in Article V.
Section 2: Membership Certificates. In the event the Board of Directors considers it necessary or appropriate to issue membership certificates or the like, then each such membership certificate shall state that the Unit Owners Association is organized under the laws of the Commonwealth of Virginia, the name of the registered holder or holders of the membership represented thereby, and shall be in such form as shall be approved by the Board of Directors. Membership certificates shall be consecutively numbered, bound in one or more books, and shall be issued therefrom upon certification as to the transfer of title to the Condominium unit to which
such membership is appurtenant. Every membership certificate shall be signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Unit Owners Association and- shall be sealed with the seal of the Unit owners Association, if any. Such signatures and seal may be original or facsimile.
Section 3: Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the Unit Owners Association and alleged to have been destroyed or lost, upon the making of an affidavit of that fact by the unit owner claiming the membership certificate to be lost or destroyed. When authorizing such issuance of a new certificate or certificates, the Board of Directors may, in its discretion, and as a condition precedent to the issuance thereof, require the registered holder or holders of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as the Board of Directors shall require and to give the Unit Owners Association a bond in such sum as the Board of Directors may require as indemnity against any claim that may be made against the Unit Owners Association.
Section 4: Annual Meetings. Annual meetings of the Unit Owners Association shall be held at least once each year after the formation of the Unit Owners Association. The first such annual meeting shall be held in any case no later than thirty (30) days after the expiration of two (2) years from the date of recordation of the Declaration or after the legal conveyance by Declarant of Units representing three-fourths (3/4) of the Fractional Interests, whichever first occurs. The Declarant shall notify the Unit Owners of such occurrence and notice of the annual meeting shall be given in accordance with the provisions of Section 7 of this Article IV. At such meeting all of the Owners, including the Declarant, shall elect a new Board of Directors. The annual meetings of the Unit Owners’ Association shall be held on the same date of each succeeding year, unless such date shall occur on a Saturday or Sunday, or holiday, in which event the meeting shall be held on the next succeeding Monday which is not a holiday. At such annual meetings the Board of Directors shall be elected by ballot of the Owners in accordance with the requirements of these By-Laws. Until five (5) years after the date or recordation of the Declaration or until Units representing three-fourths (3/4) of the Fractional Interests have been legally conveyed by the Declarant, whichever first occurs, the Declarant shall be entitled to elect or appoint all of the members of the Board of Directors.
Section 5: Place of Meetings. Meetings of the Unit Owners’ Association shall be held at the principal office of the Condominium or at such other suitable place convenient to the Owners as may be designated by the Board of Directors.
Section 6: Special Meeting. It shall be the duty of the President to call a special meeting of the Unit Owners’ Association if so directed by resolution of the Board of Directors or, after the first annual meeting of the Unit Owners’ Association, upon a petition signed and presented t the Secretary by Owners having not less than twenty-five percent (25%) of the votes of all Owners. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice.
Section 7: Notice of Meetings. It shall be the duty of the Secretary to hand deliver or mail, by United States mail, return receipt requested, a notice of (a) each annual meeting of the Owners, at least twenty-one (21) days in advance of such meeting and (b) each special meeting of the Owners at least seven (7) days in advance of such meeting, stating the purpose thereof as well as the time and place where it is to be held, to each Owner of record, at the address of their respective Units or such other address as each Owner may have designated by notice in writing to the Secretary. The hand delivery or mailing of a notice of meeting in the manner provided in this Section shall be considered service of notice. In instances where a notice is hand delivered a receipt of acceptance by such Unit Owner shall be obtained evidencing the delivery.
Section 8: Roster of Unit Owners. The Unit Owners Association shall maintain a current roster of the names of the unit owners and the mailing address of each condominium unit. In the event any unit owner desires that notice of the annual and special meetings of the unit owners be delivered to him at a mailing address other than the mailing address of his condominium unit, then he shall notify the Secretary of the Unit Owners Association in writing of such other Mailing address and such address shall be added to the roster herein provided for.
Section 9: Quorum. Except as otherwise provided in these By-Laws, the presence in person or by proxy of a majority of the Owners shall constitute a quorum at all castings of the Unit Owners’ Association.
Section 10: Adjournment of Meetings. If any meetings of the Unit Owners’ Association cannot be held because a quorum is not present, Owners holding a majority of the votes present at such meeting, either in person or by proxy, may adjourn the meeting to a time not less then forty-eight (48) hours from the time the original meeting was called.
Section 11: Order of Business. The order of business at all annual meetings of the Unit Owners’ Association shall be as follows:
(a) Roll call.
(b) Proof of notice of meeting.
(c) Reading of minutes of preceding meeting.
(d) Reports of officers.
(e) Report of Board of Directors.
(f) Reports of committees.
(g) Election of inspectors of election (when so required)
(h) Election of members of the Board of Directors (when so required).
(i) Unfinished business.
(j) New business.
Section 12: Voting. Each Unit shall be allocated votes in the Unit Owners’ Association proportionate to the undivided interest in the Common Elements appartaining to such Unit.
Section 13: Proxies. The votes appartaining to any Unit may be cast pursuant to a proxy or proxies duly executed by or on behalf of the Unit Owner, or, in cases where the Unit Owner is more than one person, by or on behalf of all such persons, provided a proxy or proxies have been filed with the Secretary prior to the appointed time of a meeting. No such proxy shall be revocable except by actual notice to the person presiding over the meeting, by the Unit Owner or by any of such persons, that it is revoked. Any proxy shall be void if it is not dated, if it purports to be revocable without notice as aforesaid or if the signatures of any of those executing the same has not been duly acknowledged. The proxy of any person shall be void if not signed by a person having authority, at the time of the execution thereof, to execute deeds on behalf of that person. Any proxy shall terminate automatically upon the adjournment of the first meeting held on or after the data of that proxy.
Section 14: Majority of Owners. As used in these By-Laws, the term “majority of the Owners” shall mean these Owners having more than fifty percent (50%) of the total votes of all Owners.
Section 15: Rules of Order and Procedure. The President shall preside over all meetings of the Unit Owners’ Association and the Secretary shall keep the minutes of the meeting end record in a Minute Book all resolutions adopted by the meeting as wall as a record of all transactions occurring thereat. Roberts Rules of Order shall govern the conduct of all meetings of the Unit Owners’ Association when not in conflict with the Declaration, these By-Laws or the Condominium Act.
ARTICLE V
BOARD OF DIRECTORS
Section 1: Number and Qualification. The “Executive Organ” of the Unit Owners Association shall be a Board of Directors. The affairs of the Unit Owners Association shall be governed by a Board of Directors composed of an uneven number of at least three (3) natural persons and not more than seven (7) natural persons. The number of Directors shall be determined by a vote of the Unit Owners at the first annual meeting of unit owners following the termination of the authority and rights reserved to the Declarant in Section 2 of this Article. Thereafter, the number of Directors may be changed by a vote of the unit owners at any subsequent annual or special meeting of the unit owners; provided, however, that (a) the limitations of this Section shall continue to apply, and (b) no such change shall operate to extend or curtail the term of any elected Director.
Section 2: Initial Directors – Control by Declarant. The initial affairs of the condominium shall be governed by a Board of Directors, composed of three (3) persons, all of whom shall be designated by the Declarant during the period of Declarant control, as provided in Title 55, Section 79.74 of the code of Virginia 1950, as amended, and as provided in Article IV, Section 4 of these By-Laws. None of the initial directors shall be required to be owners of Units within the condominium, or spouses of such owners, and may indeed be officers, directors or employees of the Declarant. The Declarant shall have the right in its sole discretion to replace such directors as may be so designated by it and to designate their successors at such times and in such manner as Declarant deems best. Subsequent to the period of Declarant control and commencing with the date of the first annual meeting of the Unit Owners Association as provided in Article IV, Section 4, all members of the Board of Directors shall be owners of Units within the condominium, or spouses of such owners.
Section 3: Powers and Duties. The Board of Directors shall have all of the powers end duties necessary for the administration of the affairs of the condominium and may do all such acts and things as are not by the condominium Act or by these By-Laws directed to be exercised end done by the Unit Owners Association. In carrying out its responsibilities, the Board of Directors shall have the power to create standing committees, to perform certain functions of the unit owners’ association. Such committees may include, without limitations, architectural control, recreation, house, legal, grounds and finance. Such committees if established shall be subject to the directions of the Board of Directors. The Board of Directors shall have the power from time to time to adopt any Rules and Regulations deemed necessary for the enjoyment of the condominium provided such Rules sod Regulations shall not be in conflict with the condominium Act, the Declaration or these By-Laws. The Board of Directors shall delegate to one of its members the authority to act on behalf of the Board of Directors on all matters relating to the duties of the Managing Agent, if any, which might arise between meetings of the Board of Directors. In addition to the duties imposed by these By-Laws or by any resolution of the Unit Owners’ Association that may hereafter be adopted, the Board of Directors shall have the power to, and be responsible for the following:
(a) Preparation of an annual budget.