By-Laws of Kings Grant Homeowners Association, A Non-Stock Corporation

Article I

Purpose: The Corporation is organized for the purposes set forth in the Articles of Incorporation

Article II

Offices: The Corporation may have such offices as the Board of Directors may require. The principal office shall be located at 215 King Alfred Way, Fredericksburg, in the County of Stafford and the State of Virginia.

Article III

Members: 1. The Class A Members (Lot Owners) and the Class B Member (the Declarent, Lake Stafford Farm Limited Partnership) are determined as set forth in the Restrictive Covenants and the Articles of Incorporation.

2. The Board of Directors may cause to be issued certificates evidencing membership in the corporation. Such membership certificates shall be non-transferable.

Article IV

Meeting of Members:

1. Annual Meeting: An annual meeting of the membership shall be held on the third Saturday in the month of July beginning July 1999. The Board of Directors shall determine the time and place of the meeting and may change the date to avoid legal holidays. The meeting will be for the purpose of counting and verifying sealed ballots for the election of the Board of Directors having been nominated at the previous April quarterly meeting in accordance with Article V, Paragraph 7, and for the transaction of such other business as may come before the meeting.
2. Special Meetings: Special meetings of the members may be called by the President or the Board of Directors.
3. Notice of Meetings: Written notice shall be mailed to each member, not less than ten (10) days before the date of any special meeting. Such notice shall state the place, day, and hour of the meeting. Notice for an Annual Meeting shall stat that the meeting is being called for the holding of elections and for the transaction of such other business as may properly come before the meeting. Notices of Special Meetings shall state the purpose or purposes for which the meeting is called.
4. Quorum: At least twenty-five percent of the membership must be present at any membership meeting before business may be conducted. However, if a quorum is not present, a majority of the members present at the meeting may adjourn the meeting from time to time without further notice; if the adjourned meeting is on any later date, then the percent of members necessary to constitute a quorum shall be reduced by ½ at each subsequent adjourned meeting until a quorum is present.
5. Quarterly Meetings: Quarterly meetings of the members shall be held on the third Saturday of January, April, July and October in each year beginning with the year 1999. The January meeting is optional and is reserved for such business that requires immediate attention and discussion of the membership. The Board of Directors shall determine the time and place of each meeting and may change the transaction of such business as may come before the meeting with the express exception of elections, which shall only be held at the annual meeting.

Article V

Board of Directors:

1. General Powers: The affairs of the Corporation shall be managed by its Board of Directors.
2. Board Members: Beginning at the Annual Meeting of July, 2002, the number of Directors elected at the Annual meeting of the membership shall be at least 2 and not more than five (5). Each Director shall hold office until: a) his/her successor is elected, or b) he/she provides a written letter of resignation to any Director, or c) he/she is recalled by a vote of the majority of members in good standing present at a meeting of the membership called for the purpose of acting on that recall (provided that a quorum is present).  If the number of Directors is, at any time, less than five, the Board may, by majority vote of Directors present at any meeting called for the purpose, elect a number of members (the total of Directors not more than five) to serve as Director(s) for the remainder of the term.  If the number of Directors is zero, notwithstanding any other provision of these By-laws, a plurality of members present at any meeting of the membership called by any member for the purpose (provided a quorum is present), shall select a member in good standing to serve as Acting President and carry out the responsibilities of the President, Vice President, and Secretary, and a member in good standing to serve as Acting Treasurer and carry out the responsibilities of the Treasurer. In such case, the acting President and Acting Treasurer may select a number of members (the total of Directors not more than five) to serve as Directors for the remainder of the term.  The term of any Director elected to fill a vacancy expires at the next members' meeting at which directors are elected.
3. Regular Meetings: The Board of Directors shall hold its annual meeting immediately after and at the same place as the annual meeting of members.
4. Special Meetings: The President or any two Directors may call for special meetings of the Board and fix the time and place for said meetings.
5. Notice: Directors shall be notified of any special meeting by advance notice in writing which shall be sent by mail or personally delivered at least five (5) days before the set time for the meeting. The notices may be sent to the addresses as shown on the records of the Corporation. Lack of notice is waived by written waiver or by attendance at the meeting without protest.
6. Quorum: A majority of the Directors must be present in order to conduct business. However, a majority of those present may adjourn the meeting from time to time without further notice.
7. Election Procedures: a. Nominations - Members in good standing per these By-Laws will be nominated at the quarterly April meeting (or in the event of an interim election, any meeting) to fill the Board for the following term providing a quorum of the membership is present and upon nomination and seconding by members present, and without objection of a majority of the members present. b. Ballot Procedures - The Secretary will prepare a ballot listing the members nominated to be mailed to each Lot Owner of record at least 14 days prior to the set time for the election. c. Voting - The ballots will then be returned to the Board by US mail or brought in person to the next meeting of the Membership. d. Counting - A committee made up of two (2) members who are neither Directors nor nominees for Director, and one (1) Director will be selected by the President (or his/her designee), without objection from a majority of members present, for the purpose of validating the ballots and counting the ballots. The results of such count of valid ballots only shall be provided to the President. e. Certification - The president shall certify the election and name the newly elected Board for the record. This act shall empanel the new Board. The President shall certify that a nominee has been elected to the board upon a demonstration that: i. the maximum number of members of the Board as set out under these By-laws has not been exceeded. (If any two or more members receive an equal number of votes, the certification of which would cause the number of members of the Board to exceed the maximum set out under these By-Laws, the President shall not certify either as elected.), and ii. the nominees are elected by a plurality of votes cast by members entitled to vote during the election. f. Valid Ballots - Ballots shall be deemed valid if they are determined to have been: i. unambiguously cast for a member who is in good standing, and ii. cast and signed by a member in good standing according to these By-Laws, and iii. Sealed and bearing a valid postmark or other indication that they were received by US Mail, or sealed and hand-delivered to the President by a member.

Article VI

Officers:

1. Officers: The Officers of the Corporation are: Neil Darling, President, Alan Dalton, Vice President, Lisa Whitt, Treasurer, and Marcus Thomas, Secretary. Any two or more offices may be held by the same person except the offices of President and Secretary.
2. Selection and Term: At the first meeting of a newly elected Boar, the Directors shall elect officers by a majority vote of all Directors present. Vacancies may be filled by majority vote of Directors present at any meeting of the Board of Directors. Each officer shall remain in office until: a. He/she provides a written letter of resignation to the President, or in case of the President's resignation, to another Director, or b. He/she is removed from office by a vote of the majority of Directors present at a meeting of the Board of Directors called for the purpose, or c. He/she is recalled from the Board under the provision of these By-Laws, or d. the Board's term shall have ended.
3. President: The president shall be the principal officer of the Corporation and shall supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the membership and the Board of Directors. He or she shall have all such powers that may reasonably be construed as belonging to the chief executive of a non-stock corporation.
4. Vice President: The Vice President shall perform the duties of the President in the absence of the President or in the event of the President’s inability or refusal to act.
5. Secretary: The Secretary shall keep the minutes and records of the Corporation in appropriate books, see that all notices are given in accordance with these By-Laws or as provided by law, keep the seal of the Corporation and affix same to corporate documents, keep a list of all members and their mailing addresses and, in general, perform all duties incidental to the office of the Secretary and such other duties as may be assigned by the President or the Board of Directors.
6. Treasurer: The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, and, in general, perform all the duties incidental to the office of the Treasurer and other duties as may be assigned by the President or Board of Directors.

Articles VII

Committees: The Board of Directors may, by resolution of a majority of the Board, establish committees of two or more directors to conduct the management of the Corporation. Other committees shall be established consisting of members of the Corporation, but may not exercise the authority of the Board of Directors in the management of the Corporation. All committees shall function in accordance with the rules and procedures established by the Board of Directors.

Article VIII

Seal: The seal of the Corporation shall be in the form affixed immediately below.

[no seal]

Articles IX

Amendments: These By-Laws may be amended or repealed by an affirmative vote of at least fifty-one (51%) percent of those present at a meeting of the membership called for the purpose of acting upon such amendment (provided that a quorum is present).

Article X

Every lot owner from the time that lot owner takes title to a lot in Kings Grant subdivision subject to the Kings Grant Homeowners Association, Inc. shall be deemed to have consented individually and on behalf of all his minor children to the provisions of the Equine Activity Waiver, a copy of which is attached hereto.

Every lot owner shall further be deemed to agree that from the time lot owner takes title to a lot in Kings Grant subdivision, subject to Kings Grant Homeowners Association, Inc., said lot owner shall hold the Kings Grant Homeowners Association Inc., harmless as to any sums of money, contracts, controversies, damages, judgments, demands, whatsoever in law and equity for which the Kings Grant Homeowners Association Inc.,` may become liable, including the cost of legal defense thereof, arising from the use of any equine by the lot owner, his family or his guests.

The foregoing By-Law shall be effective with respect to current lot owners as of the effective date of this By-Law. The foregoing amendment to the By-Laws was approved by the Board of Directors on July 16, 1994 and by the membership on July 16, 1994.