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: The number of directors shall be at least two (2). Each Director shall hold office until his successor is 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 Procedure: Members in good standing per these By-Laws will be nominated at the quarterly April meeting for the following annual term. Providing a quorum of the membership is present and upon nomination and seconding by those present, the Secretary will prepare a ballot to be mailed to each Lot Owner of record. The ballots will then be returned to the Board by mail (for absentees) or brought in person to the July meeting for the purpose of validation (voting member is in good standing) and counting by a committee (exclusive of serving Board members or Board nominees) selected from the membership. Only those ballots in sealed envelopes and signed by the Lot Owner will be deemed valid.

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. Term: The initial officers shall be elected by the Board of Directors at their organizational meeting. Thereafter, the officers shall be elected annually by the Directors at their annual meeting. Vacancies may be filled at any meeting of the Board of Directors. Each officer shall remain in office until his or her successor is elected and qualified, subject to earlier termination by removal or resignation.
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.