By-laws

ARTICLE I – MEMBERSHIP

Section 1. Any person who is a property owner or the spouse of a property owner in the Stoneybrooke Subdivision, Fairfax County, shall be, upon payment of the dues required under Article II, a member of the Association with all the rights and privileges appertaining thereto.

Section 2. A lessee in occupancy, or his/her spouse, of property in Stoneybrooke Subdivision, Fairfax County, shall be, upon payment by the lessee or his/her spouse of the dues required under Article II, a member of the Association with all the rights and privileges appertaining thereto.

ARTICLE II – DUES

Section 1. The annual dues for membership in the Association shall be $20.00 per household for a full year’s membership. For new residents or returning absentee homeowners the dues shall be payable on a pro rata basis: Those becoming residents during the first six months of the membership year must pay the full membership, whereas those becoming residents during the last half of the year must pay $10.00.

Section 2. All memberships, unless renewed by the payment of dues, shall be terminated on December 31, each year.

ARTICLE III – VOTING RIGHTS

Section 1. Each member shall be entitled to one vote.

Section 2. At all meetings, a member may vote by proxy executed in writing by the member. Such proxy shall be filed with the Secretary of the Board of Directors, before or at the time of the meeting.

ARTICLE IV – BOARD OF DIRECTORS

Section 1. Composition – The Board of Directors shall consist of a Chairman, Vice-Chairman, Secretary, Treasurer, and Parliamentarian, elected at each annual meeting. Directors shall hold office until December 31 each year, and thereafter until his/her successor has been elected and qualified. Directors shall be members of the Association. A Director may be removed and replaced by vote of two-thirds of the members at any meeting or in accordance with the laws of Virginia. A Director may resign at anytime by giving written notice to the Association. Vacated Directors positions shall be filled by the election as soon as possible.

Section 2. Election – Each member of the Board of Directors shall be elected at the annual meeting by a simple majority of votes cast by Association members.

Section 3. Meetings – The Board of Directors shall meet monthly. Such meetings will be on notice to each Director and to each chairman of a standing committee. Chairman of the Standing Committees are required to attend all meetings of the Board of Directors and shall have the privilege of voicing their views with respect to any question, but shall not be entitled to vote. A simple majority of the Directors established by Section 1, Article IV shall constitute a quorum for the transaction of business.

Section 4. Manner of Acting – The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 5. Duties of Directors –

  1. Chairman of the Board – It shall be the duty of the Chairman of the Board when present to preside at all meetings of the Association and to appoint all committees as provided for in Article IV.(b) Vice-Chairman – It shall be the duty Vice-Chairman to assist the Chairman in all his/her work and to preside at meetings in the absence of the Chairman.
  2. Secretary – It shall be the duty of the Secretary to have charge of all communications sent or received by the Association. The Secretary will keep the minutes and records of the Association, will give notice of its meetings, will keep a roll of the membership, and will inform the Treasurer of all changes therein.
  3. Treasurer – It shall be the duty of the Treasurer to be responsible for the collection of all revenues of the Association and to make all disbursements in accordance with the provisions of these by-laws. He/She shall keep the Association’s accounts and shall submit to the Association an annual balance sheet at the regular meeting each year. With the exception of a petty cash account, not to exceed ten dollars ($10.00), which he/she may keep on his/her person, he/she shall deposit all other funds of the Association in a Bank approved by the Board of Directors. All checks on the account shall be signed by the Treasurer.
  4. Parliamentarian – It shall be the duty of the Parliamentarian to rule on all disputes based on Robert’s Rules of Order and to assist the Chairman in maintaining order at meetings.

Section 6. Compensation of Directors – No officer shall receive compensation for any service he/she may render to the Association, but will be reimbursed for actual expenses incurred in performance of his/her duties.

Section 7. Indemnification of Directors –

  1. Each Director (and his/her heirs, executors and administrators) shall be indemnified by the Association against reasonable costs and expenses incurred by him/her in connection with any action, suit or proceedings, or threatened action, suit or proceedings, to which he may be made a party by reason of his/her being or having been an officer of the Association, except in relation to any action, suits or proceedings in which he/she has been adjudged liable because of negligence or misconduct, which shall be deemed to include willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his/her office.
  2. In the absence of an adjudication which expressly absolves the Director of liability to the Association or its members, for negligence and/or misconduct, or in the event of a settlement, each Director (and his heirs, executors and administrators) shall be indemnified by the Association against payments made to or to be made (including reasonable costs and expenses); provided that such indemnity shall be conditioned upon prior determination by a resolution of two-thirds (2/3) of those members of the Board of Directors who are not involved in the action, suit or proceedings, that the director has no liability by reason of negligence of misconduct within the meaning thereof as used herein; and provided further that if a majority of members of the Board of Directors are involved in the action, suit or proceedings, such determination shall have been made by a written opinion of independent counsel. Amounts paid in settlement shall not exceed costs, fees, and expenses which would have been reasonably incurred if the action, suit or proceedings had been litigated to a conclusion.
  3. Such a determination by the Board of Directors or by Independent counsel, and the payments of amounts by the Association on the basis thereof, shall not prevent a member from challenging such indemnification by appropriate legal proceedings on the grounds that the person indemnified was liable to the Association by reason of negligence or misconduct.

The foregoing rights and indemnifications shall not be exclusive of any other rights to which the Directors may be entitled according to the law of the state of Virginia.

ARTICLE V – MEETINGS OF THE ASSOCIATION

Section 1. An annual meeting of the Association shall be held at least once during the year.

Section 2. The Board of Directors shall call meetings of the Association as necessary to report on actions taken by it but not less frequently than once per year.

Section 3. Twenty members in good standing shall constitute the quorum required for transaction of any business.

ARTICLE VI – COMMITTEES

Section 1. Standing and Special Committees shall be appointed by the Board of Directors. The Chairman of the Standing and Special Committees will be appointed by the Chairman of the Board and confirmed by the Association before becoming effective.

ARTICLE VII – AMENDMENT OF BY-LAWS

Section 1. These By-Laws may be amended at anytime by a two-third (2/3) vote at any meeting of the Association, at which a quorum is present.

ARTiCLE VIII – ORDER OF BUSINESS

Section 1. The order of business at regular meetings of the Association shall be as follows:

  1. Call to order.
  2. Reading of the minutes of preceding meeting.
  3. Report of the Treasurer.
  4. Bills and Communications.
  5. Reports of Committees.
  6. Transaction of Business.
    1. Unfinished business
    2. New business
  7. Adjournment

ARTICLE IX – PARLIAMENTARY AUTHORITY

Section 1. Robert’s Rules of Order shall be recognized as the standard parliamentary authority of this Association.

As Amended: June 2, 2019

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