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HomeMy WebLinkAboutSUB200600191 Plat 2019-11-07 (11)Instrument Control Number F- -1 T C A O X R P E X E M P T ■ it ■ ■ Commonwealth of Virginia Land Record Instruments Cover Sheet - Form A [ILS VLR Cover Sheet Agent 1.0.87] Date of Instrument: [11/24/2008 ] Instrument Type: [DEC ] Number of Parcels [ 11 Number of Pages [ 85] IIIIIII I Ill fill Ilfllllllll lull lllff lull lull lull lull lull f llll llll llll I Doc ID;,, 00/498/42600086 Type: DEE Record08 at 02.34:25 FIN Fee Amt; $86.00 Pale 1 of 86 Albemarle County VA Debra M. Shipp C].erk j Filed 2008-00014562 8K3665 PG403-488 j ------------------------------ Clty ❑ County ❑x [Albemarle County ] (Box for Deed Stamp Only) First and Second Grantors Last Name First Name Middle Name or Initial Suffix [Tribal Properties LLC ] [ ] [ ] [ ] [Abington Place Offices ] [ ] [ ] [ ] First and Second Grantees Last Name First Name Middle Name or InitialI Suffix [Abington Place Offices Grantee Address (Name) [Abington Place Offices and Condominiums ] (Address 1) [n/a ] (Address 2) [n/a ] (City, State, Zip) [n/a ] [ ] [ ] Consideration [0.00 ] Existing Debt [0.00 ] Assumption Balance [0.00 ] Prior Instr. Recorded at: City ❑ County ® [Albemarle County ] Percent. in this Jurfs. [ 100] Book [ ] Page [ ] Instr. No [ ] Parcel Identification No (PIN) [part of 03200-00-00-04600 ] Tax Map Num. (if different than PIN) [part of 03200-00-00-04600 ] Short Property Description [acreage ] [ 1 Current Property Address (Address 1) [n/a ] (Address 2) [n/a ] (City, State, Zip) [n/a ] [ ] [ ] Instrument Prepared By Recording Paid for By Return Recording To (Name) (Address 1) (Address 2) (City, State, Zip) Customer Case ID Cover Sheet Page # 1 of 1 [LeClair Ryan [Kane & Jeffries PC (Kane & Jeffries PC [7110 Forest Avenue [Richmond ] [VA ] [23226 [ ] [ ][ ---------------------------------------- Prepared by/Return to: LeClair Ryan, a Professional Corporation 123 East Main Street, 8th Floor Charlottesville, Virginia 22902 Portion of TMP 03200-00-00-04600 DECLARATION OF ABINGTON PLACE OFFICES AND CONDOMINIUMS Pursuant to the provisions of Chapter 4.2 of Title 55 of the Code of Virginia of 1950, as amended, known as the Virginia Condominium Act (the "Act"), TRIBAL PROPERTIES LLC, a Virginia limited liability company (the "Declarant") makes this DECLARATION for the purpose of establishing ABINGTON PLACE OFFICES AND CONDOMINIUMS. ARTICLE I CREATION OF THE CONDOMINIUM 1.1 Submission of Property. As of this 24 day of November, 2008 Declarant, owner in fee simple of the land and improvements thereon located in the County of Albemarle, Virginia, described in Exhibit A attached hereto (the "Land"), hereby submits the Land, together with all improvements, easements, rights and appurtenances thereunto belonging, to the provisions of the Act and creates with respect thereto a condominium known as Abington Place Offices and Condominiums (the "Condominium"). 1.2 Defined Terms. Capitalized terms used in this Declaration not otherwise defined herein or in the Condominium Instruments shall have the meanings specified by the Act. 1.2.1 The "Association" is Abington Place Offices and Condominiums Unit Owners' Association, Inc., a Virginia nonstock corporation, its successors and assigns. 1.2.2 The "Board of Directors" is the executive organ of the Association established pursuant to the Bylaws. 1.2.3 "Building" means the improvements containing Units on the submitted Land. 1.2.4 The "Bylaws" are the Bylaws of the Association. A copy of the Bylaws is attached as Exhibit C hereto. 1.2.5 A "Commercial Unit" is any one of the Units in the Condominium restricted to commercial uses. 1 1.2.6 The "Condominium Instruments" refer to this Declaration, the Articles of Incorporation of the Association and the Bylaws. 1.2.7 "Convertible Space" means that portion of the structure within the Condominium that may be converted into Units and/or Common Elements, including but not limited to Limited Common Elements, in accordance with § 55-79.62 of the Act. Convertible Space is treated as a Unit under the Act until converted. 1.2.8. A "Mortgage" is any first lien deed of trust or mortgage encumbering a Unit or part thereof. 1.2.9 "Mortgagee" means an institutional lender holding a Mortgage that has notified the Association of its status and has requested all rights under the Condominium Instruments; however, the lien priority of a Mortgagee under § 55-79.84(A) is not dependent upon any such notice and request. 1.2.10 The "Surface Parking" is the paved surface parking lot containing ninety- one (91) parking spaces and travel ways located on the Property northeast of the Building, as depicted on the Plat. 1.2.11 The "Percentage Interest" is the undivided percentage interest in the Common Elements allocated to each Unit and appertaining to each Unit, listed in the Common Element Interest Table attached as Exhibit E hereto. The Percentage Interest is sometimes also referred to as the Common Element Interest. 1.2.12 The "Plats and Plans" are the plats and plans of the Condominium included in Exhibit D attached hereto. 1.2.13 A "Residential Unit" is any of the Units in the Condominium restricted by the Bylaws to residential uses. Plans. 1.2.14 The "Size" of a Unit is the square footage of the Unit as shown on the ARTICLE II UNITS 2.1 Location. The Condominium is located on Timberwood Boulevard at its intersection with Lockwood Drive immediately east of Deerwood Village Drive in the Hollymead Town Center section of the Hollymead Community west of U.S. Route 29 in the County of Albemarle, Virginia. 2.2 Building. The location and dimension of the Building on the Land are depicted on the Plats and Plans attached hereto as Exhibit D. 2 2.3 Units. The Condominium contains fifty-eight (58) Units, fifty-six (56) of which are Residential Units. The ground floor contains two areas of Convertible Space, which may be converted into a minimum of (2) and a maximum of seven (7) Commercial Units. Each Unit Owner shall own his Unit in fee simple absolute together with an undivided fee simple interest as tenant -in -common with the other Unit Owners in the Common Elements. 2A Unit Boundaries. 2.4.1. Residential Units and Commercial Units. The Unit boundaries for each Residential and Commercial Unit are as follows: (a) Upper and Lower (horizontal) Boundaries: The lower boundary of each Unit is the horizontal plane of the upper surface of the undecorated concrete subfloor of the Unit. The upper boundary of each Residential Unit is the horizontal plane formed by the unfinished lower surface of the gypsum wallboard constituting the ceiling of the Unit. The upper boundary of each Commercial Unit is the horizontal plane formed by the unfinished lower surfaces of the ceiling joists in the Unit. (b) Vertical (perimetric) Boundaries: The vertical boundaries of each Unit are the vertical planes of the undecorated interior surfaces of the gypsum wallboard constituting the perimeter walls of the Unit, extended to their intersections with each other and with the upper and lower boundaries. The planes formed by such boundaries shall be projected, if necessary, by reason of structural divisions (e.g., interior walls and partitions) and apertures (e.g., windows and doors), to constitute complete enclosures of space and all improvements within that space. (c) Without limiting the foregoing, the following components shall be deemed a part of each Commercial Unit and Residential Unit: i. the decorated surfaces, including paint, varnish, wall covering, paneling, tile, carpeting and other finishing material applied to floors, ceilings and interior walls, if any; ii all fixtures and appliances installed for the exclusive use of the Unit, commencing at the point of disconnection from the structural body of the Building and from utility pipes, lines or systems serving the entire Building or more than one Unit; including, without limitation, cabinets, dishwashers, garbage disposals, stoves, ovens, light fixtures, furnaces, hot water heaters, vents (including portions located outside the boundaries of a Unit) and components of the foregoing, if any; iii. any portion of any electrical, plumbing (including, without limitation, faucets, sinks and toilets), heating, gas or other utility system (not owned by the utility provider), that serves only the Unit and is located within the Unit; 3 iv. all control knobs, switches, thermostats and electrical outlets, and connections affixed to or projecting from the walls, floors and ceilings, servicing the Unit; V. all windows designed to serve only the Unit, including interior and exterior frames, sashes, muntins, glazing, locks, screens and storm windows, if any; vi. all doors designed to serve only the Unit, including interior and exterior frames, locks, panels, glazing, screens and storm doors, if any. (d) The Commercial Units and Residential Units shall not include the following items, whether or not located within the boundaries of that Unit: i. any supporting element of any Building contained within the Unit's interior walls; and ii, all plumbing, electric, heating, cooling and other utility or service lines, pipes, pumps and accessories thereto, wires, ducts and conduits within the Unit that serve any other Unit or Common Elements. (e) Except as expressly otherwise set forth in this Section 2.4.1, the description of the boundaries of the Commercial Units and Residential Units shall be governed by the provisions of §55-79.50 of the Act. (f) Any portion of a utility system or other apparatus serving more than one Unit and/or serving any Limited Common Elements (e.g., pipes, conduits, ducts), and which is located partially within and partially outside the Unit, is part of the Limited Common Elements. Any portion of a utility system (including heating and air conditioning) serving only one Unit and located outside the Unit is a Limited Common Element appurtenant to that Unit. 2.4.2 Limited Common Elements — Balconies. The boundaries for the balconies, which are the only Limited Common Elements in the Condominium for which designation on the Plans is required, are as follows: (a) The upper boundaries of the balconies are the floors of the upper Units, except in the case of the third floor Units' balconies, which have no upper boundaries. Lower (horizontal) Boundaries: The lower boundary of each balcony is the horizontal plane of the upper surface of the undecorated concrete subfloor of the balcony. (b) Vertical (perimetric) Boundaries: The vertical boundaries of each Unit are the vertical planes of the undecorated interior surfaces of the concrete and/or metal wall constituting the perimeter walls of the balcony, extended to their intersections with each other and with the lower boundaries. The planes formed by such boundaries shall be projected, if necessary, by reason of structural divisions (e.g., interior walls and partitions) and apertures (e.g., windows and doors), to constitute complete enclosures of space and all improvements within that space. 4 2.4.3 In General. Notwithstanding the ownership of the various portions of the Common Elements and the Units by virtue of the foregoing boundary descriptions, the provisions of the Bylaws shall govern the division of maintenance and repair responsibilities among the Unit Owners and the Association. 2.4.4 Actual Boundaries. Notwithstanding the above, the existing physical boundaries of any Building or Common Element constructed or reconstructed in substantial conformity to the Plats and Plans shall be conclusively presumed to be its boundaries, regardless of the shifting, settlement or lateral movement of the Building or other improvements on the Land, and regardless of minor variations between the Building boundaries, as shown on the Plats and Plans, and the existing physical boundaries of each such Building or Common Element. 2.4.5 Changes in Unit Boundaries. Alterations within Units pursuant to §55- 79.68 of the Act, relocation of boundaries between Units pursuant to §55-79.69 and subdivision of Units into one or more Units and/or Common Elements, including without limitation Limited Common Elements, pursuant to §55-79.70 shall be permitted, subject to any additional requirements imposed by the Bylaws. No Unit may be subdivided or its boundaries relocated without the prior written approval of the Mortgagee of such Unit and, in the case of a boundary relocation, the Board of Directors of the Association and any other Unit Owner whose Unit boundary is affected by the proposed relocation. 2.4.6 Conversion of Convertible Spaces. The Declarant may convert all or any portion of any Convertible Space into one or more Commercial Units and/or Common Elements, including, without limitation, Limited Common Elements. Any such conversion shall be deemed to have occurred at the time of the recordation of (a) an amendment to this Declaration describing the conversion, assigning an identifying number to each Unit formed out of Convertible Space, allocating to each Unit a portion of the undivided interest in the Common Elements appertaining to that space, describing the Limited Common Elements formed out of the Convertible Space, if any, and showing or designating the Unit or Unit to which each is assigned; (b) an amendment to the Bylaws reallocating votes in the Unit Owners' Association, rights to future common profits, and liabilities for future common expenses not specially assessed; and (c) an amendment to the Plans showing the boundaries of the Units and/or Common Element (including Limited Common Element) formed from such Convertible Space. ARTICLE III COMMON ELEMENTS AND LIMITED COMMON ELEMENTS 3.1 Common Elements, The Common Elements, as shown on the Plats and Plans, consist of the entire Condominium other than the Units. In terms of legal ownership, the Common Elements shall remain undivided, and no Unit Owner or any other person shall bring or have the right to bring any action for partition or division thereof, nor shall the Common Elements be abandoned by act or omission, subject to the provisions of the Bylaws. The Surface Parking, all entryways and breezeway of the main entrance, exterior doors, stairwells and landings, and the basement are Common Elements. The eighty-seven (87) regular 5 and four (4) handicap parking spaces within the Surface Parking as well as two (2) loading spaces are available for use by Unit Owners, their lessees, guests, visitors, and invitees on a first - come, first -served basis. The Board of Directors retains the right to designate any of the parking spaces to particular units as Reserved Common Elements pursuant to Section 3.3 herein below. The Board also has the right to assign parking spaces to particular Units as Limited Common Elements pursuant to § 55-79.54 and § 55-79.57 of the Act. The basement contains the Condominium's fire suppression equipment. The Board of Directors shall also have the right to assign space in the basement as storage space to particular units as Reserved Common Elements or Limited Common Elements. 3.2 Limited Common Elements. The balconies appurtenant to particular Residential Units are Limited Common Elements. The Declarant and the Board of Directors hereby reserve the right to assign or reassign all Common Elements as Limited Common Elements and the right to assign or reassign Limited Common Elements as Common Elements. If any Common Elements or Limited Common Elements are so assigned, such assignment may be made on motion of the Board of Directors or otherwise in accordance with §55-79.57 of the Act. The locations of the initial Limited Common Elements are shown on the Plats and Plans. Further, as provided by §55-79.50(e) of the Act, any shutters, awnings, doors, windows, window boxes, doorsteps, balconies and any other apparatus designed to serve a single Unit but located outside the boundaries of the Unit shall be deemed Limited Common Elements appertaining to that Unit exclusively; provided that if a single Unit's electrical master switch is located outside the designated boundaries of the Unit, the switch and its cover shall be deemed a part of the Common Elements. Other than the above -listed appurtenances, for which designation on the Plans is unnecessary, each Limited Common Element that has been assigned to a particular Unit (such as balconies, if any, that are appurtenant to more than one Unit) shall bear the identifying number or numbers of the Unit(s) to which it is assigned, in accordance with §55-79.58.F. of the Act. 3.3 Designation of Reserved Common Elements. The Board of Directors shall have the power in its discretion to: (i) designate from time to time certain Common Elements as "Reserved Common Elements"; (ii) grant reserved rights therein to the Association or to any one or more of the Unit Owners; and (iii) establish a reasonable charge to such Unit Owners for the use and maintenance thereof. Such designation by the Board of Directors shall not be construed as a sale or disposition of the Common Elements. 3.4 Maintenanc`pair and Replacement of Common Elements. Except as provided in the Bylaws, any expense of maintenance, repair and replacement relating to the Common Elements and Limited Common Elements shall be treated as a Common Expense and shall be assessed against the Units by the Association in proportion to their respective Percentage Interests. Any expense relating to a Unit shall be the responsibility of and paid for by the Unit Owner. The provisions of the Bylaws shall further govern the division of maintenance, repair and replacement responsibilities between the Unit Owners and the Association. 3.5 Alterations of Common Elements by Declarant. Declarant reserves the right to modify, alter, remove and improve defective, obsolete or nonfunctional portions of the Common Elements, including, without limitation, any equipment, fixtures and appurtenances, when in Z Declarant's sole discretion it is necessary or desirable to do so, until the expiration of the applicable warranty period. 3.6 Structural. Integrity. Nothing shall be done to any Unit, or in, on or to the Common Elements or Limited Common Elements, which may impair the structural integrity of any improvement. 3.7 Boundary Adjustment. The boundaries of the Land may be adjusted if agreed to by one hundred percent (100%) of the Unit Owners in compliance with Section 55-79.71.E. of the Act. ARTICLE IV PERCENTAGE INTERESTS Allocation of Undivided Interest in the Common Elements. Pursuant to the provisions of Section 55-79.55(b) of the Act, the Convertible Space has been allocated an undivided ownership interest in the Common Elements proportionate to the size of such space in relation to the aggregate size of all Units, and the fifty-six (56) Residential Units have been allocated in equal undivided shares the remaining Common Element Interest, irrespective of small variations in the Sizes of the individual Units. A schedule describing each Unit, its Size and its appurtenant Common Element Interest (or "Percentage Interest") is included as Table 1 on Exhibit E attached to this Declaration. Upon converting all or any part of the Convertible Space into Commercial Units, the Declarant shall record an amendment to the Bylaws to reallocate votes in the Unit Owners' Association. ARTICLE V EASEMENTS The Land is subject to easements, conditions, restrictions and reservations contained in deeds, plats and other instruments constituting constructive notice in the chain of title to the Land. The Land is subject to statutory easements provided by Sections 55-79.60 and 55-79.65 of the Act that permit continuation of minor encroachments of the Condominium by the Declarant. In addition to matters of record and statutory easements, the Land shall be subject to the following easements, which shall be perpetual and shall run with the Units and Common Elements unless expressly otherwise provided herein. 5.1 Easement to Facilitate Sales. The Declarant reserves an easement to facilitate sales pursuant to the provisions of §55-79.66 of the Act. All Units while owned by the Declarant are subject to this easement. Declarant reserves the right to use any Units owned by Declarant as model, management office or sales office until such time as Declarant conveys title thereto to Unit Owners. Declarant reserves the right to relocate such models, management offices and sales offices from time to time within the Condominium to other Units owned by Declarant. Declarant further reserves the right to maintain advertising signs in compliance with applicable governmental regulations. Such signs may be placed in any location within the Condominium and may be relocated or removed, all at the sole discretion of Declarant. Declarant also reserves 7 the right to establish and maintain construction offices from time to time within the Condominium. 5.2 Easement for Ingress and Egress Through Common Elements, Access to Units and Support. 5.2.1 Declarant reserves an easement, and each Unit Owner is granted an easement in common with each other Unit Owner, for ingress and egress through all Common Elements, subject to such reasonable rules, regulations and restrictions as may be imposed by the Association. Each Unit is burdened with and subject to an easement for ingress and egress through all Common Elements by persons lawfully using or entitled to the same. 5.2.2 Declarant reserves in favor of Declarant and the Association, and the authorized agents of each, the right of access to any Unit as provided in §55-79.79 of the Act and the Bylaws. In case of emergency, such entry may be immediate, regardless of whether the Unit Owner is present. Further, until the expiration of the warranty period provided by §55-79.79, such entry shall be permitted to perform warranty -related work (for the benefit of the Unit being entered, other Units or any of the Common Elements), whether or not the Unit Owner consents or is present at the time. 5.2.3 Each Unit and Common Element shall have an easement for lateral and subjacent support from every other Unit and Common Element. 5.3 Easements for Operations. Easements to the Association shall exist upon, over and under all of the Condominium for ingress and egress from, and the installation, replacement, repair and maintenance of, all utilities, including, without limitation, water, sewer, gas, telephone, electricity, security systems, fire suppression systems, master television antennas, cable/satellite television and internet, if any, along with any vehicular and pedestrian travel ways located in the Common Elements, and for all other purposes necessary for the proper operation of the Condominium. By these easements, the Association shall be expressly permitted to grant the appropriate public authorities and private companies and contractors permission to construct and maintain the necessary appurtenances and improvements on, above, across and under the Condominium, provided that such appurtenances and improvements do not unreasonably interfere with the use and enjoyment of the Condominium. Should any public authority or other company furnishing a service request a specific easement, permit or license, the Board of Directors shall have the right to grant such easement, permit or license without conflicting with the terms hereof. In addition, in the event the Board of Directors determines that the grant of easement rights to others is in the best interest of the Association, the Board of Directors shall have the right to grant the same, provided that use of the same would not, in the sole judgment of the Board of Directors, unreasonably interfere with the use and enjoyment of the Condominium by the Unit Owners. 5.4 Declarant's Right to Grant Easements. The Declarant shall have the right, during the "Declarant Control Period," as such term is defined in the Bylaws, to grant and reserve, and does hereby reserve for itself and its successors and assigns, easements and rights -of -way E through, under, over and across the Land for construction purposes, for slopes, and for the installation, maintenance and inspection of the lines and appurtenances for public or private water, sewer, drainage, gas, electricity, telephone, cable television and all other utilities. 5.5 Easements Not for Public Use; Easements for Services. Nothing contained in this Declaration shall be deemed to grant any easements to the public or for the public's use. Non- exclusive easements are hereby granted to all police, firemen, ambulance operators, postal services, delivery persons, and trash removal personnel to enter the Common Elements in the performance of their duties, subject to such reasonable rules and regulations as the Board may establish from time to time, 5.6 Easement for Removal of Common_ Elements, Etc. There is reserved to the Declarant and its contractors, agents and employees the right of entry onto the Common Elements of the Condominium for the purposes of performing such improvements, repairs, alterations, restoration or removal of the Units and Common Elements of the Condominium as the Declarant may reasonably deem necessary. This reservation shall be construed so as to permit the Declarant and its agents to remove and replace any and all Common Elements requiring repair, modification or alteration, including repairs and maintenance of Limited Common Element parking spaces. 5.7 Easement for Construction. The Declarant expressly reserves the right to enter upon the Common Elements for the purpose of performing such improvements as the Declarant shall deem advisable in conjunction with its construction of the Units and Common Elements. The Declarant shall further have the unrestricted right to store in or upon the Common Elements such building and construction equipment or supplies used in connection with its construction activities for the Units and Common Elements. The right herein reserved shall be deemed to include the right of the Declarant to locate upon the Common Elements such temporary construction trailers and offices as may in the Declarant's sole judgment be necessary for its construction activities. 5.8 Easements of Record - Stormwater Facility Easement. The Property is subject to typical easements for utility lines. It is also subject to cross easements in relation to other parcels in Hollymead Town Center for the construction and maintenance of roads, landscaping, and stormwater management facilities. Included in the easements of record for the Property is Confirmation of BMP and Stormwater Facility Easement Rights, Amendment and Supplemental Declaration, dated July 17, 2007, recorded in the Clerk's Office of the Circuit Court of the County of Albemarle, Virginia in Deed Book 3464, page 244. This instrument amends a Deed of Easement recorded in Deed Book 2905, page 735. As required in said instrument, the Declarant hereby delegates to the Association any power, authority, and obligations to administer the collective rights and privileges of, and to assume and perform the collective obligations and responsibilities of, the Declarant under said instrument as to the Property. I ARTICLE VI OBLIGATION TO COMPLETE 6.1 Improvements "Not Yet Completed". Declarant shall be obligated to complete the improvements labeled "Not Yet Completed" on the Plats and Plans in conformity with the Plats and Plans. The type and quality of materials to be used shall be compatible with those constituting the completed structures on the Land. The size of such improvements shall be as shown on the Plats and Plans. Such improvements shall be completed before the second anniversary of the recordation of this Declaration; provided, however, that Declarant's failure so to complete such improvements shall not affect the validity of this Declaration or the other Condominium Instruments. The Declarant intends to complete all Common Elements prior to conveyance of the first Unit. 6.2 Improvements "Not Yet Begun". Declarant shall be obligated to complete the improvements labeled "Not Yet Begun" on the Plats and Plans in conformity with the Plats and Plans. The type and quality of materials to be used shall be compatible with those constituting the completed structures on the Land. The size of such improvements shall be as shown on the Plats and Plans, Such improvements shall be completed before the second anniversary of the recordation of this Declaration; provided, however, that Declarant's failure so to complete such improvements shall not affect the validity of this Declaration or the other Condominium Instruments. The Declarant intends to complete all Common Elements prior to conveyance of the first Unit. ARTICLE VII USE RESTRICTIONS 7.1 Residential Use. The Residential Units shall be used for private residential purposes exclusively, except for Declarant's reserved rights and such temporary nonresidential uses as may be permitted by the Board of Directors from time to time. Nothing in this Declaration shall be construed to prohibit the Declarant from (a) using any Unit which Declarant owns for promotional, marketing or display purposes as "model units," or (b) leasing any Unit or Units that Declarant owns. Any Unit Owner that is not a natural person shall annually notify the Association in writing of the name or names of those persons entitled to use the Unit. 7.2 Commercial Use. The Commercial Units may be used for any lawful business purposes including, without limitation, retail and office uses, all subject to applicable zoning regulations. 7.3 Restrictions on Transfer. (a) Time-sharing shall not be permitted. (b) Transfer of a Residential Unit by a Unit Owner is subject to a covenant to offer to sell the Unit back to the Declarant if the sale is during the Declarant Control Period (the "Right of First Refusal"). This Right of First Refusal shall be placed in the deed conveying the Residential Unit from the Declarant to the first purchaser of the Unit and to every subsequent purchaser of the Unit Owner who purchases it from the Declarant during the Declarant Control Period (the "ROFR Period"). The covenant shall provide that, during the ROFR Period, prior to transfer of the Unit by the Unit Owner to a third party (a "Transfer"), the Unit Owner shall offer to Declarant in writing the 10 option to purchase the Unit at the price for which the Unit Owner purchased the Unit from the Declarant (the "Original Sale Price"). Declarant shall have thirty (30) days to accept or reject the offer. If the Declarant rejects or does not respond to the offer within thirty (30) days of its receipt, the Unit Owner is free to sell to a third party; if the Declarant accepts the offer, the Declarant and the Unit Owner must close on the purchase within sixty (60) days of Declarant's receipt of the written offer to purchase from the Unit Owner. If closing does not occur within sixty (60) days of such date owing to the fault of the Declarant, the Unit Owner is free to sell to a third party; if closing does not take place within sixty (60) days owing to fault of the Unit Owner, time for closing may be extended at Declarant's sole discretion. This covenant shall run with the land, burden title to the Residential Units, and bind the Unit Owners, their successors and assigns and shall terminate upon the expiration of the Declarant Control Period, or upon recordation of a release, whichever occurs first. Upon request by a Unit Owner, the Declarant shall provide to Unit Owner a release of this covenant in recordable form (the "Release") promptly upon expiration of the Declarant Control Period, at which time this covenant shall terminate and be of no further effect. Notwithstanding the foregoing, the following shall not be deemed a Transfer: (i) a transfer resulting from a Unit Owner's death; (ii) a transfer by the Unit Owner to the Unit Owner's spouse as a co-owner; (iii) a transfer resulting from a decree of dissolution of Unit Owner's marriage or legal separation or from a property settlement agreement incident to such decree; (iv) a transfer by Unit Owner into a revocable inter vivos trust in which the Unit Owner is a beneficiary; (v) a transfer by a Unit Owner who is required to relocate for active -duty military service; (vi) a deed of trust encumbering the Unit to secure an obligation, or (vii) a foreclosure of a first lien deed of trust securing an institutional lender or any deed in lieu of foreclosure as to any first lien deed of trust securing an institutional lender. If a Unit Owner fails to comply with the terms of this Right of First Refusal and sells the Unit to a third party, a resale fee of one-half of the difference between the Original Sale Price and the sale price to the third party purchaser shall be owing and payable to the Declarant upon closing of the sale by the Unit Owner to the third party purchaser (the "Resale Fee"), and such Resale Fee shall run with the title to the Unit. 7.4 Restrictions on Leasing. No Residential Unit shall be leased for transient or hotel purposes without the prior written approval of the Board of Directors. This restriction shall not, however, prohibit the National Ground Intelligence Center or related governmental successor entity from leasing Units it owns to its employees for terms three (3) months or longer. No Unit Owner shall lease any Unit other than on a written form of lease: (i) requiring the lessee to comply with the Condominium Instruments and such rules and regulations as are promulgated by the Board of Directors from time to time; (ii) providing that failure so to comply constitutes a default under the lease; and (iii) providing that the Board of Directors shall have the power to terminate the lease or bring summary proceedings to evict the lessee in the name of the Unit Owner/lessor upon any such default which is not cured by either the lessee or the Unit Owner/lessor within thirty (30) days after the delivery of written notice of such default to each of them. The Board of Directors may require a standard form lease for use by Residential Unit Owners, but no such form shall be required for leases of Commercial Units. Each Unit Owner shall, promptly following the execution of a lease of a Unit, forward a copy thereof to the Board of Directors or its designee certified by the Unit Owner as true, correct and complete. The provisions of this Section 7.4 shall not apply to the Declarant, the Association or to any Mortgagee who comes into possession of a Unit by reason of any remedies provided by law or in 11 any Mortgage, or as a result of foreclosure or judicial sale, or as a result of any proceeding, arrangement or deed in lieu of foreclosure. 7.5 Prohibited Uses and Nuisances. The Bylaws contain certain restrictions on and prohibitions against various uses and activities. Those restrictions and prohibitions are covenants running with the land and shall be binding upon every Unit Owner upon acquisition of a Unit, enforceable in accordance with the provisions of the Condominium Instruments and the Act. ARTICLE XIII CONDEMNATION The provisions of §55-79.44 of the Act shall prevail and govern upon the taking of a Unit or Common Elements or portions thereof in condemnation or by eminent domain. ARTICLE IX DECLARANT RIGHTS 9.1 Right to Lease or Sell Units. Declarant shall own each Condominium Unit not sold to any purchaser or otherwise transferred in fee simple, and shall enjoy the same rights and assume the same duties as other Unit Owners with regards to such Units. Declarant retains the right to enter into leases with any third parties for the occupancy of any of the Units owned by Declarant, regardless of the restrictions contained in Section 7.4 hereof. 9.2 Special Declarant Rights. "Special Declarant Rights" are those rights reserved for the benefit of a Declarant as provided for in the Act and the Condominium Instruments, including without limitation the following rights: (a) to maintain sales offices, management offices, signs advertising the Condominium and models; (b) to appoint or remove any officer of the Association or Board of Directors during the Declarant Control Period pursuant to §55-79.74(a) of the Act; (c) to make technical amendments to this Declaration; and (d) during the Declarant Control Period, to exercise any power or responsibility otherwise assigned by any Condominium Instrument or by the Act to the Association, any officer or the Board of Directors. All Special Declarant Rights are reserved by, and are vested in, the Declarant. Special Declarant Rights may be transferred pursuant to §55-79.74:3 of the Act. ARTICLE X ADMINISTRATION OF THE CONDOMINIUM BY THE UNIT OWNERS' ASSOCIATION A nonprofit Virginia non -stock corporation known as Abington Place Offices and Condominiums Unit Owners' Association, Inc. will function as the Association. The Association will administer the operation and management of the Condominium and shall have the power to perform all acts and duties incident to such administration in accordance with the terms of its Articles of Incorporation and the Bylaws, as well as in accordance with the terms of the Act. All Unit Owners, including the Declarant, shall automatically become members of the Association and such membership shall automatically terminate upon divestiture of ownership of 12 a Unit regardless of how such ownership is divested. No person, firm or corporation holding any lien, deed of trust or other encumbrance upon any Unit or upon the Condominium as a whole shall be entitled by virtue of such lien, deed of trust or other encumbrance to membership in the Association or to any of the rights or privileges of such membership. The Association shall have and is granted the authority to enforce the provisions of this Declaration, the Articles of Incorporation and Bylaws and to enforce such rules and regulations governing the use of the Units and all other property of the Condominium as the Board of Directors of the Association may determine. ARTICLE XI GENERAL PROVISIONS 11.1 Amendments. This Declaration may be amended upon (a) the consent of owners of Units to which sixty-seven percent (67%) or more of the votes allocated to all of the Units appertain, (b) compliance with the Bylaws, and (c) the recording of an instrument setting forth such amendment in the Clerk's Office of the Circuit Court of the County of Albemarle, Virginia. Notwithstanding the foregoing, (i) technical amendments that do not materially alter the substantive rights of Unit Owners, (ii) amendments to conform this Declaration to the requirements and guidelines, as modified from time to time, of the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Fair Housing Amendments Act or the United States Veterans Administration or any similar state or local laws, and (iii) an amendment to convert Convertible Space into Units need only have the consent of the Declarant. Each Unit Owner shall be given written notice of any amendment effected only by the Declarant within thirty days after the date such amendment is recorded. No amendment to this Declaration shall diminish or impair the rights of the Declarant without the written consent of the Declarant. No amendment to this Declaration shall diminish or impair the rights of any Commercial Unit Owner without the written consent of the affected Commercial Unit Owner(s). Additionally, no amendment may modify this Section 11.1 or the rights of any person hereunder. 11.2 No Obligations. Nothing contained in the Condominium Instruments shall be deemed to impose upon the Declarant any obligations of any nature to build, construct or provide any buildings or other improvements except to the extent required by the Act. 11.3 Mortgagee Approval. Without the prior written approval of at least two-thirds (213) of the Mortgagees (based on one vote for each Unit subject to a Mortgage): 11.3.1 no portion of the Condominium shall be abandoned or terminated except as provided by §55-79.44 of the Act or other applicable law in the case of a taking by condemnation or eminent domain; 11.3.2 no material amendment shall be made to the Declaration or Bylaws, including (without limitation) any amendment which would change the Percentage Interests or voting rights allocated to each Unit. The consent of Mortgagees shall not be required for the Declarant to convert Convertible Space into Units; 191 11.3.3 the Common Elements shall not be, whether by act or omission, partitioned, subdivided, encumbered, sold or transferred; except that neither the granting of easements for public utilities or other public purposes consistent with the intended use of the Common Elements by the Condominium nor the lease of any space shall be deemed a transfer within the meaning of this provision; 11.3.4 hazard insurance proceeds for losses to any of the Common Elements or Units shall not be used for any purpose other than the repair, replacement or reconstruction of such damaged property. In any case where Mortgagee approval or consent is required, the failure of any mortgagee to act on any application for consent or approval within sixty days after mailing application therefor to the most recent address provided by Mortgagee, by certified mail, return receipt requested, shall be deemed to be approval by such Mortgagee of the proposal. The provisions of this Section 11.3 shall be in addition to, and not in lieu of, the rights provided in §55-79.84(A) of the Act to holders of first mortgages and first deeds of trust securing institutional lenders and recorded prior to the perfection of a lien for assessments. Except as specifically provided in the Condominium Instruments, no provision of the Condominium Instruments shall be construed to grant to any Unit Owner or to any other person any priority over any right of Mortgagees. WITNESS the following signature as of the date first written above, [SIGNATURE PAGE FOLLOWS.] 14 SIGNATURE PAGE TO DECLARATION OF ABINGTON PLACE OFFICES AND CONDOMINIUMS DECLARANT: TRIBAL PROPERTIES LLC, a Virginia limited liability company By: ��✓z.-� Ashton L. Trice, Manager COMMONWEALTH OF IRGINIA ,r CiT"Y/COUNTY OF ` , to -wit: T e foregoing instrument was acknowledged before me this 7A day of V_ , 2008, by Ashton L. Trice, Manager of Tribal Properties LLC, a Virginia limited liability company, on behalf of the company. 1 Notary ublic My Commis ion xpires: 1�6 .i� . J�d� 15 EXHIBIT A Legal Description of Submitted Land All that certain tract or parcel of land with improvements thereon and appurtenances thereto, situated in Albemarle County, Virginia, containing 2.10 acres, more or less, shown as "Residue of TMP 32-46," on a plat entitled "FINAL SUBDIVISION PLAT FOR TAX MAP 32 PARCEL 46 PHASE I ABINGTON PLACE AT HOLLYMEAD TOWNCENTER, RIO DISTRICT, ALBEMARLE COUNTY, VIRGINIA," dated May 18, 2006, last revised November 28, 2006, by Timothy Ray Miller, Land Surveyor, Dominion Development Resources, LLC, recorded in the Clerk's Office of the Circuit Court of the County of Albemarle, Virginia in Deed Book 3346, pages 172 through 203; BEING a portion of the property conveyed to Tribal Properties LLC, a Virginia limited liability company, by deed of Birckhead, LLC, a Virginia limited liability company, dated January 21, 2005, recorded in said Clerk's Office in Deed Book 2916, page 656. 16 EXHIBIT B Articles of Incorporation of Unit Owners' Association 17 C] ARTICLES OF INCORPORATION OF ABINGTON PLACE OFFICES AND CONDOMINIUMS UNIT OWNERS' ASSOCIATION INC. a Virginia nonstock corporation The undersigned, pursuant to the Virginia Nonstock Corporation Act, Va. Code Ann. § 13.I-801 et seq. (the "Act"), hereby executes the following Articles of Incorporation, Capitalized terms not otherwise defined herein shall have the meanings assigned by the Act. I. Name The name of the corporation is Abington Place Offices and Condominiums Unit Owners' Association, Inc. II. Purposes and Powers 1. The Corporation is organized to promote the health, safety, common good and general welfare of the owners of units in Abington Place Offices and Condominiums, located in the County of Albemarle, Virginia (the "Condominium"). qW 2. The Corporation shall neither have nor exercise any power, nor shall it directly or indirectly engage in any activity that would (1) prevent it from obtaining exemption from federal income taxation as a corporation described in § 528 of the Internal Revenue Code of 1986, or (2) cause it to lose such exempt status. The Corporation shall not be operated for the primary purpose of carrying on a trade or business for profit. 3. No part of the net earnings of the Corporation shall inure to the benefit of or be distributed to any private person except the Corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. The Corporation shall not engage in any activities that are unlawful under applicable federal, state or local laws. 4. Except as otherwise prohibited or limited herein, the Corporation shall have the power to do any and all lawful things which may be necessary, useful, suitable or proper for the furtherance or accomplishment of the purpose and power of the Corporation, and shall exercise all powers possessed by Virginia corporations of similar character, including the power to own, lease, contract for the purchase and sale of, and to mortgage or otherwise encumber, real and personal property. 6. References herein to provisions of the Internal Revenue Code of 1986 shall be deemed to include corresponding provisions of any future United States revenue code. i El C C III. Members The Corporation shall have a single class of Members, as provided in the Corporation's duly adopted bylaws. IV. Board of Directors The business and affairs of the Corporation shall be managed by its Board of Directors. The number of directors shall be established in the bylaws of the Corporation and may be increased or decreased by amendment to the bylaws. The initial directors shall be appointed by the declarant of the Condominium. Succeeding directors shall be elected by the Members in the manner more specifically provided in the bylaws of the Corporation. V. Registered Office and Agent The post office address, including street and number, of the initial registered office of the Corporation is: LeClairRyan, a Virginia corporation, whose address is 123 Bast Main Street, Sth Floor, Charlottesville, Virginia, 22902, which is located in the City of Charlottesville. Dated: March 2_, 2008. Lori H. Schweller, Incorporator EXHIBIT C Bylaws BYLAWS OF ABINGTON PLACE OFFICES AND CONDOMINIUMS UNIT OWNERS' ASSOCIATION, INC. Effective: November 24 , 2008 TABLE OF CONTENTS ARTICLE 1. General Provisions....................................................................................................1 1.1. Name...............................................................................................................................1 1.2 Compliance......................................................................................................................1 1.3. Office ...............................................................................................................................1 1.4. Definitions.......................................................................................................................I ARTICLE 2. Unit Owners' Association......................................................................................... 2 2.1. Composition....................................................................................................................2 2.2. Annual Meetings............................................................................................................. 2 2.3. Place of Meetings............................................................................................................3 2.4. Special Meetings.............................................................................................................3 2.5. Notice of Meetings.......................................................................................................... 3 2.6. Quorum and Adjournment of Meetings..........................................................................4 2.7. Order of Business ............................................................................................................ 4 2.8. Conduct of Meetings.......................................................................................................4 2.9. Voting..............................................................................................................................5 2.10. Proxies.........................................................................................................................6 2.11. Unit Owners' List for Meeting................................................................................... 6 2.12. Access to Association Records...................................................................................6 ARTICLE 3. Board of Directors....................................................................................................6 3.1. Powers and Duties........................................................................................................... 6 3.2. Managing Agent..............................................................................................................9 3.3. Number and Term of Office..........................................................................................11 3.4. Election of Directors.....................................................................................................12 3.5. Removal or Resignation of Directors............................................................................13 3.6. Vacancies......................................................................................................................13 3.7. Meetings of Directors...................................................................................................13 3.8. Action Without Meeting..............................................................................................15 3.9. Compensation................................................................................................................15 3.10. Board of Directors as Agent......................................................................................15 3.11. Liability of the Board, Officers, Unit Owners and Association................................16 3.12. Common or Interested Directors...............................................................................17 ARTICLE4.Officers....................................................................................................................17 4.1. Designation and Duties.................................................................................................17 4.2. Election of Officers.......................................................................................................18 4.3. Removal or Resignation of Officers..............................................................................18 4.4. President........................................................................................................................18 4.5. Vice President...............................................................................................................18 4.6. Secretary........................................................................................................................18 4.7. Treasurer.......................................................................................................................19 4.8. Execution of Documents...............................................................................................19 4.9. Compensation of Officers............................................................................................19 ii ARTICLE 5. Operation of the Condominium...............................................................................19 5.1. Determination of Common Expenses and Assessments...............................................19 5.2. Payment of Common Expenses.................................................................................... 23 5.3. Collection of Assessments............................................................................................23 5.4. Statement of Common Expenses.................................................................................. 24 5.5. Maintenance, Repair, Replacement and Other Common Expenses .............................. 24 5.6. Additions, Alterations or Improvements by the Board of Directors ............................. 25 5.7. Additions, Alterations or Improvements by the Unit Owners ...................................... 26 5.8. Architectural Control by Board of Directors................................................................ 26 5.9. Restrictions on Use; Rules and Regulations................................................................. 27 5.10. Right of Access........................................................................................................ 29 5.11. Utility Charges; User Fees........................................................................................29 5.12. Storage; Disclaimer of Bailee Liability..... ................................................................ 30 5.13. Cooperation with Commercial Unit Owners.............................................................30 ARTICLE6. Insurance................................................................................................................. 30 6.1. General Provisions........................................................................................................ 30 6.2. Property Insurance......................................................................................................... 32 6.3. Liability Insurance......................................................................................................... 33 6.4. Other Insurance............................................................................................................. 34 6.5. Unit Owner Insurance.................................................................................................. 35 6.6. Insurance Trustee.......................................................................................................... 35 ARTICLE 7. Repair and Reconstruction After Fire or Other Casualty ........................................ 35 7.1. When Repair and Reconstruction are Required............................................................ 35 7.2. Procedure for Reconstruction and Repair..................................................................... 36 7.3. Disbursements of Construction Funds.......................................................................... 36 7.4. When Reconstruction Is Not Required.......................................................................... 37 ARTICLE8. Mortgages................................................................................................................38 8.1. Notice to Board of Directors......................................................................................... 38 8.2. Notice of Default, Casualty, or Condemnation............................................................ 38 8.3. Notice of Amendment of Condominium Instruments................................................... 38 8.4. Notice of Change in Managing Agent........................................................................... 38 8.5. Mortgagees' Approvals.................................................................................................. 38 8.6. Other Rights of Mortgagees.......................................................................................... 39 ARTICLE 9. Compliance and Default..........................................................................................40 9.1. Relief.............................................................................................................................40 9.2. Lien for Assessments....................................................................................................42 9.3. Supplemental Enforcement of the Lien......................................................................... 43 9.4. Subordination and Mortgage Protection....................................................................... 43 ARTICLE 10. Amendments to Bylaws........................................................................................43 10.1. Amendments..............................................................................................................43 10.2. Approval of Mortgagees............................................................................................43 10.3 Approval of Commercial Unit Owners......................................................................... 44 ARTICLE 11. Miscellaneous........................................................................................................44 11.1. Notices.......................................................................................................................44 11.2. Captions.....................................................................................................................44 iii 11.3 Gender....................................................................................................................... .... 45 11.4 Construction..................................................................................................................45 Exhibit A. Resale Certificate..........................................................................................................1 Exhibit B. Maintenance Responsibility Chart................................................................................1 IV BYLAWS OF ABINGTON PLACE OFFICES AND CONDOMINIUMS UNIT OWNERS' ASSOCIATION, INC. ARTICLE 1. General Provisions 1.1. Name. These Bylaws provide for the governance of Abington Place Offices and Condominiums (the "Condominium") by the Association pursuant to the requirements of the Condominium Act, Va. Code § 55-79.39 et seq. (the "Act"). The name of the Association is Abington Place Offices and Condominiums Unit Owners' Association, Inc. 1.2 Compliance. Pursuant to the provisions of § 55-79.53 of the Act, every Unit Owner and all those entitled to occupy a Unit shall comply with these Bylaws. 13. Office. The principal office of the Condominium, the Association and the Board of Directors shall be located at the Condominium or at such other place as may be designated from time to time by the Board of Directors. The registered office of the Association in Virginia shall be at such place as is designated in the Articles of Incorporation, or as the Board of Directors shall from time to time by resolution determine, and may, but need not be at the principal office of the Association. 1.4. Definitions. Capitalized terms used herein have the meanings specified for such terms in the Declaration to which these Bylaws are attached as Exhibit B, or if not defined in the Declaration, the meanings specified for such terms in § 55-79.41 of the Act. The following terms have the following meanings in the Condominium Instruments: (a) "Declarant Control Period" means the period before the earliest of (i) the date on which Units to which 75 percent or more of the aggregate Percentage Interests appertain have been conveyed to Unit Owners other than the Declarant; (ii) two (2) years after the date of the first conveyance of a Condominium Unit to a Unit Owner other than the Declarant (the maximum time period permitted by § 55-79.74(A) of the Act); or (iii) the date specified by the Declarant in a notice to the Association that the Declarant Control Period is to terminate on that date. For the purposes of the preceding sentence, the calculation of Percentage Interests shall be based, at any given time, on the Common Elements assigned to all Units then registered with the Virginia Common Interest Community Board. (b) "Limited Common Expenses" means expenses separately assessed against one or more but less than all of the Condominium Units as permitted by § 55-79.83 of the Act and Section 5.1 of these Bylaws. Except where the context requires otherwise, common expenses shall include Limited Common Expenses. (c) "Managing Agent" means the agent employed by the Board of Directors of the Association to provide financial management and meeting support for the Condominium, as more particularly described in Section 3.2 hereof. (d) "Majority Vote" means a simple majority (more than 50 percent) of the votes actually cast in person or by proxy at a duly held meeting at which a quorum is present. Any specified percentage vote means that percentage vote with respect to the votes actually cast in person or by proxy at a duly held meeting at which a quorum is present. Any specified percentage approval or vote of the Mortgagees means approval or a vote by the Mortgagees of Condominium Units to which such percentage of the total number of votes appertain. (e) "Officer" means any person holding office pursuant to Article 4, but contrary to § 55-79.41 of the Act, shall not mean members of the Board of Directors unless such directors are also Officers pursuant to Article 4. (f) "Reserved Common Element" means a Common Element in which the Board of Directors has granted a revocable license for exclusive use by less than all of the Unit Owners. Such license shall be memorialized by a license agreement or lease. ARTICLE 2. Unit Owners' Association 2.1. Composition. The Association consists of all of the Unit Owners. For all purposes the Association acts merely as an agent for the Unit Owners as a group. The Association has the responsibility of administering the Condominium, establishing the means and methods of collecting assessments and charges, arranging for the management of the Condominium and performing all of the other acts that may be required or permitted to be performed by the Association by the Act and the Declaration. Except as to those matters which the Act specifically requires to be decided by the vote of the Association, the foregoing responsibilities shall be performed by the Board of Directors or Managing Agent as more particularly set forth in Article 3. 2.2. Annual Meetings. The annual meeting of the Association shall be held on a weekday (other than a legal holiday) at least 45 days before the beginning of each fiscal year. The first meeting of the Association shall be held within one year after there is any Unit Owner other than the Declarant. 2 2.3. Place of Meetings. Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the Unit Owners as may be designated by the Board of Directors. 2.4. Special Meetings. (a) The President shall call a special meeting of the Association (i) if so directed by resolution of the Board of Directors; (ii) after the termination of the Declarant Control Period, upon a petition signed and presented to the Secretary by Unit Owners of Units to which not less than 25 percent of the total Percentage Interests appertain; or (iii) during the Declarant Control Period, upon request of the Declarant. The signatures on a petition requesting a special meeting shall be valid for a period of 180 days after the date of the first such signature. Such resolution, petition or request must (i) specify the time and place at which the meeting is to be held; (ii) either specify a date on which the meeting is to be held, or else specify that the Secretary shall designate the date of the meeting; (iii) specify the purposes for which the meeting is to be held; and (iv) be delivered to the Secretary. The notice of any special meeting shall state the time, place and purpose thereof. No business shall be transacted at a special meeting except as stated in the notice. (b) Not later than thirty (30) days after the termination of the Declarant Control Period, a special meeting of the Association shall be held at which the directors shall be elected by the Unit Owners, including the Declarant if the Declarant owns any Units, to serve terms as provided in Section 3.3. If the election is held before the time required by this section, the directors elected at the election shall not take office until the earlier of the expiration of the Declarant Control Period or resignation of the directors appointed by the Declarant. 2.5. Notice of Meetings. Written notice of each meeting of the Unit Owners shall be given by the Secretary of the Association at the direction of the officer or other person calling the meeting. Such notice shall state the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called. A copy thereof shall be delivered personally or mailed, postage prepaid, to each Unit Owner entitled to vote at such meeting. An additional notice may also be sent via electronic mail to any such Unit Owner who has requested in advance to receive such notices via electronic mail; however, the failure to send timely notice via email shall not be a basis for objecting to a meeting or the manner in which it was called or convened. If the notice is hand -delivered, the Secretary shall certify in writing that notice was delivered to the Unit Owner. Notice shall be given not less than twenty-one (21) days, nor more than sixty (60) days before any annual or regularly -scheduled meeting, and at least ten (10), but no more than sixty (60) days in advance of any other meeting. If mailed, notice shall be directed to the address of the Unit Owner's Unit and to such other address as the Unit Owner may have previously designated to the Secretary in writing, and shall be deemed to be delivered when properly addressed and deposited in the United States mail with postage prepaid. Where a Unit is owned k jointly, notice to any one of such joint owners shall be sufficient to satisfy the requirements of this Section. Any Unit Owner may in writing waive notice of any meeting before, at or after such meeting. Except in the circumstances described in Va. Code § 13.1-843(B), the attendance of a Unit Owner at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of such meeting or the manner in which it was called or convened. Notice as provided herein shall also be given to Mortgagees of any meeting at which action will be considered that requires the consent of Mortgagees according to the Declaration or these Bylaws. 2.6. Quorum and Adjournment of Meetings. Except as otherwise provided in these Bylaws, the presence in person or by proxy of Unit Owners owning Units to which twenty-five percent (25%) or more of the Percentage Interests appertain constitutes a quorum at all meetings of the Association. If at any meeting of the Association a quorum is not present, Unit Owners of a majority of the Percentage Interests who are present at such meeting in person or by proxy may: (i) recess the meeting to such date, time and place as such Unit Owners may agree not more than 48 hours after the time the original meeting was called; or (ii) adjourn the meeting to a time not less than 48 hours after the time the original meeting was called, whereupon the Secretary shall make reasonable efforts to notify Unit Owners of such date, time and place. 2.7. Order of Business. The order of business at all meetings of the Association shall be as follows: (a) roll call (proof of quorum); (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) appointment of inspectors of election (when so required); (h) election of directors (when so required); (i) unfinished business; and 0) new business; provided, however, that balloting for election of directors may commence at any time. 2.8. Conduct of Meetings. The President shall preside over all meetings of the Association and the Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meeting, as well as a record of all transactions occurring at the meeting. The President may appoint a person to serve as parliamentarian at any meeting of the Association. The then -current edition of Robert's Rules of Order, Newly Revised, shall govern the conduct of all meetings of the Association when not in conflict with the Act or the Condominium Instruments. Tellers, appointed by the President or other Officer presiding over the meeting, shall supervise the tallying of all votes, and the names and addresses of the tellers shall be recorded in the minutes of the meeting. 0 2.9. Voting. (a) Voting at all meetings of the Association and on all matters shall be on a percentage basis. The percentage of the vote to which each Unit Owner is entitled shall be the Percentage Interest assigned to such Unit Owner's Unit in the Declaration. The Convertible Space shall be allocated a number of votes in the Association proportionate to the size of such space in relation to the aggregate size of all Units in the Condominium, while the remaining votes in the Association shall be allocated equally to the other Units in the Condominium. If all or any portion of the Convertible Space is converted into one or more Units, the Declarant shall prepare, execute, and record, simultaneously with the amendment to the Declaration, an amendment to these Bylaws. The amendment to the Bylaws shall reallocate votes in the Association, rights to future common profits, and liabilities for future common expenses not specially assessed. Any Convertible Space or portion of Convertible Space not converted shall be treated as a single Unit until it is so converted. Where the ownership of a Unit is in more than one person, the person entitled to cast the vote of such Unit shall be the person named in a certificate signed by all of the owners of such Unit and filed with the Secretary (if such a certificate is on file) or, in the absence of such named person from the meeting, the person entitled to cast the vote of such Unit shall be the person owning such Unit who is present. If more than one person owning such Unit is present, then such vote shall be cast only in accordance with their unanimous agreement pursuant to § 55-79.77(C) of the Act. If a Unit Owner is not a natural person, the vote for such Unit may be cast by any natural person named in a certificate signed by an authorized officer of such Unit Owner; and, provided, further, that any vote cast by a natural person on behalf of such Unit Owner shall be deemed valid unless successfully challenged before adjournment of the meeting at which such vote was cast. Such certificate shall be valid until revoked by a subsequent certificate similarly signed and filed. Subject to the requirements of the Act, wherever the approval or disapproval of a Unit Owner is required by the Act or the Condominium Instruments, such approval or disapproval shall be made only by the person who would be entitled to cast the vote of such Unit at any meeting of the Association. There shall be no cumulative voting. (b) Except as otherwise required by the Act or provided in the Condominium Instruments, a Majority Vote is required to adopt decisions at any meeting of the Association. If the Declarant owns or holds title to a Unit, the Declarant shall have the right at any meeting of the Association to cast the vote appurtenant to such Unit. (c) No Unit Owner may vote at any meeting of the Association or be elected to or serve on the Board of Directors if payment by such Unit Owner of any financial obligation to the Association is delinquent more than 60 days, and the amount necessary to bring the account current has not been paid at the time of such meeting or election. Notwithstanding the foregoing, after the termination of the Declarant Control Period, at least one (1) member of the Board of Directors shall be a Commercial Unit Owner or the designee of a Commercial Unit Owner in accordance with Section 3.3(b) hereof. E 2.10. Proxies, A vote may be cast in person or by proxy. A proxy may be instructed (directing the proxy how to vote) or uninstructed (leaving how to vote to the proxy's discretion). Proxies shall include a brief explanation of the effect of leaving the proxy uninstructed to the extent required by § 55- 79.77(D) of the Act. Proxies may be granted by any Unit Owner in favor of only: (i) another Unit Owner, an Officer, the Declarant or such Unit Owner's Mortgagee; (ii) additionally in the case of a non-resident Unit Owner, the Unit Owner's lessee, attorney or rental agent; or (iii) with respect to instructed proxies only, the Managing Agent. No person other than the Managing Agent or an Officer shall cast votes as proxy for more than five Units not owned by such person; provided, however, that no Officer shall cast votes as an uninstructed proxy for more than ten Units not owned by such person and provided, further, that a Mortgagee or an attorney or a rental agent for a non-resident Unit Owner may cast votes as proxy for as many Units as such person represents. Proxies shall comply with the requirements of § 55-79.77(D) of the Act, shall be dated, shall be signed by a person having authority at the time of the execution thereof to sign deeds on behalf of that person, shall terminate automatically upon adjournment of the first meeting held on or after the date of that proxy and shall be filed with the Secretary. Such proxy shall be deemed revoked only upon actual receipt by the person presiding over the meeting of notice of revocation from any of the persons owning such Unit. Except with respect to proxies in favor of a lessee or Mortgagee, no proxy shall in any event be valid for a period in excess of 180 days after the date the proxy is signed. 2.11, Unit Owners' List for Meeting. For the purpose of determining Unit Owners entitled to notice of or to vote at any meeting of the Association or any adjournment thereof, the Board of Directors of the Association may provide that the membership books be closed for up to ten (10) days prior to the meeting. 2.12. Access to Association Records. Unit Owners in good standing and their agents shall have access to the records of the Association during reasonable business hours and may request copies of such records, all as more particularly provided in § 55-79.74:1 of the Act. The Association may set a reasonable charge for the actual costs of reproducing such records at a Unit Owner's request. ARTICLE 3. Board of Directors 3.1. Powers and Duties. The Board of Directors shall have all of the powers and duties necessary for the administration of the affairs of the Association and may do all such acts and things as are not by the Act or the Condominium Instruments required to be exercised and done by the Association. The Board of Directors shall delegate to one of its members or to a person employed for such purpose the authority to act on behalf of the Board on such matters relating to the duties of the Managing Agent (as defined in Section 3.2) if any, which may arise between meetings of the Board as the G Board deems appropriate. In addition to the duties imposed by these Bylaws or by any resolution of the Association that may hereafter be adopted, the Board shall on behalf of the Association: (a) Prepare and adopt an annual budget, in which there shall be expressed the assessment(s) against each Unit for the common expenses. (b) Make assessments against Unit Owners to defray the costs and expenses of the Condominium, establish the means and methods of collecting such assessments from the Unit Owners and establish the period of the installment payment of the annual assessment for common expenses. (c) Provide for the operation, care, upkeep and maintenance of all of the property and services of the Condominium. (d) Designate, hire and dismiss the personnel necessary for the maintenance, operation, repair and replacement of the Common Elements and, where appropriate, provide for the compensation of such personnel and for the purchase of equipment, supplies and material to be used by such personnel in the performance of their duties, which supplies and equipment shall be deemed property of the Association. (e) Use reasonable efforts to collect all assessments against the Unit Owners, deposit the proceeds thereof in bank depositories designated by the Board of Directors and use the proceeds to carry out the administration of the Common Elements and the Association. (f) Adopt and amend rules and regulations in accordance with Section 5.8(b); provided, however, that such rules and regulations shall not be in conflict with the Act or the Condominium Instruments. Such rules may, but need not, provide for resolution of disputes by arbitration or other means of alternative dispute resolution. Any such arbitration provision shall be consistent with the provisions of the Act and Va. Code § 8.01-577 et seq., as amended, and shall be held in Charlottesville, Virginia or Albemarle County, Virginia, or such other location as may be mutually agreed upon by the parties. Such rules may also permit Unit Owners to install satellite television receivers or other similar television or radio devices on the roof of the Condominium building, and provide guidelines for permitted devices. (g) Open bank accounts on behalf of the Association and designate the signatories thereon: (h) Make, or contract for the making of, repairs, additions and improvements to or alterations and restoration of the Condominium, in accordance with these Bylaws, after damage or destruction by fire or other casualty, or as a result of condemnation or eminent domain proceedings. (i) Enforce by legal means the provisions of the Declaration, these Bylaws and the rules and regulations, act on behalf of the Unit Owners with respect to all matters arising 7 out of any eminent domain proceeding, and notify the Unit Owners of any litigation against the Association involving a claim in excess of ten percent of the amount of the annual budget. 0) Obtain and carry insurance against casualties and liabilities, as provided in Article 6, pay the premiums therefor and adjust and settle any claims thereunder. (k) Pay the cost of all authorized services rendered to the Association and not billed to Unit Owners of individual Units or otherwise provided for in Sections 5.1 and 5.2. (1) In accordance with § 55-79.74:1 of the Act, keep books with detailed accounts in chronological order of the receipts and expenditures affecting the Condominium, and the administration of the Association, specifying the expenses of maintenance and repair of the Common Elements and any other expenses incurred. The Board of Directors shall maintain current copies of the Declaration, Articles of Incorporation, Bylaws and Rules and Regulations concerning the Condominium. Such documents, books, records and vouchers accrediting the entries therein shall be available for examination by the Unit Owners, their attorneys, accountants, Mortgagees and authorized agents during general business hours on business days at the times and in the manner set and announced by the Board of Directors for the general knowledge of the Unit Owners. All books and records shall be kept in accordance with generally accepted accounting principles, and the same shall be audited at least once each year by an independent accountant retained by the Board of Directors who shall not be a resident of the Condominium or a Unit Owner. The cost of such audit shall be a common expense. The audited financial statement for each fiscal year shall be available to the Association, Unit Owners and Mortgagees within 120 days after the end of such fiscal year. (m) Notify a Mortgagee of any default hereunder by the Unit Owner of the Unit subject to such Mortgage, if such default continues for more than 60 days. (n) Borrow money on behalf of the Condominium when required in connection with any one instance relating to the operation, care, upkeep and maintenance of the Common Elements; provided, however, that (except during the Declarant Control Period) either a Majority Vote obtained at a meeting of the Unit Owners duly called and held for such purpose in accordance with the provisions of these Bylaws or the written approval of Unit Owners of Units to which more than 50 percent of the votes in the Association appertain, shall be required to borrow any sum in excess of 10 percent of the total annual assessment for common expenses for that fiscal year. If any sum borrowed by the Association pursuant to the authority contained in this subsection (n) is not repaid by the Association, a Unit Owner who pays to the creditor a percentage of the total amount due equal to such Unit Owner's Percentage Interest in the Condominium shall be entitled to obtain from the creditor a release of any judgment or other lien which such creditor shall have filed or shall have the right to file against such Unit Owner's Unit, and the Association shall not be entitled to assess the Unit for payment of the remaining amount due such creditor. E-1 (o) Acquire, hold, and dispose of Units and mortgage the same without the prior approval of the Association if such expenditures and mortgages are included in the budget adopted by the Association. (p) In its sole discretion, from time to time, designate certain Common Elements as Reserved Common Elements and impose such assessments, fees, restrictions and conditions on the use thereof as the Board of Directors deems appropriate. (q) Grant and accept easements in accordance with § 55-79.80(B) of the Act. (r) Upon receipt of such fees as may be established by the Board of Directors in compliance with § 55-79.97:1 of the Act, furnish the statement required by § 55-79.97 of the Act within 10 days after the receipt of a written request therefor from any Unit Owner, substantially in the form attached as Exhibit A hereto entitled "Resale Certificate," or as otherwise may be required by statute from time to time. (s) Establish and maintain a reasonable, effective and free method for Unit Owners to communicate among themselves and with the Board of Directors regarding any matter concerning the Association. (t) Conduct at least once every five (5) years a study to determine the necessity and amount of reserves required to repair, replace and restore the capital components. The results of such study shall be provided to the Association and/or the Unit Owner(s), as the case may be, responsible for making the repairs and replacements noted therein. (u) File the annual report of the Association with the Virginia Common Interest Community Board, which responsibility may be delegated to any Officer of Association or the Managing Agent. Such annual report may be filed on any form acceptable to the Virginia Common Interest Community Board and shall be accompanied by a fixed fee in an amount established by the Common Interest Community Board pursuant to Va. Code Sec. 55-79.93:1. (v) Do such other things and acts not inconsistent with the Act or the Condominium Instruments which the Board of Directors may be authorized to do by a resolution of the Association. 3.2. Managing Agent. At its sole option, the Board of Directors may engage by contract a Common Interest Community Manager, as defined in Va. Code Sec. 54.1-2345, at compensation to be established by the Board (the "Managing Agent"). (a) Requirements. The Managing Agent shall be a bona fide business enterprise which manages common interest residential communities. Such firm or its principals shall have a minimum of two years' experience in real estate community management and small employ persons possessing a high level of competence in the technical skills necessary to proper 9 management of the Condominium. The Managing Agent must be able to advise the Board of Directors regarding the administrative operation of the Condominium and shall employ personnel knowledgeable in the areas of condominium insurance, accounting, contract negotiation, labor relations and condominium regulation. (b) Duties. The Managing Agent shall perform such duties and services as the Board of Directors shall direct. Such duties and services may include, without limitation, the duties listed in subsections (a), (c), (d), (e), (h), (i), 0), (k), (1), (m), (r), (s), (t), (u) and (v) of Section 3.1. The Board of Directors may delegate to the Managing Agent all of the powers granted to the Board of Directors by these Bylaws other than the powers set forth in Subsections (b), (f), (g), (n), (o) (p), and (q) of Section 3.1. The Managing Agent shall perform the obligations, duties and services relating to the management of the Association and the Condominium, the rights of Mortgagees and the maintenance of reserve funds in compliance with the provisions of these Bylaws. (c) Standards. The Board of Directors shall impose appropriate standards of performance upon the Managing Agent. Unless the Managing Agent is instructed otherwise by the Board of Directors: (1) the accrual method of accounting shall be employed and expenses required by these Bylaws to be charged to more than one but less than all of the Unit Owners shall be accounted for and reported separately; (2) two or more persons shall be responsible for handling cash to maintain adequate financial control procedures; (3) cash accounts of the Association shall not be commingled with any other entity's accounts; (4) no remuneration shall be accepted by the Managing Agent from vendors, independent contractors or others providing goods or services to the Association whether in the form of commissions, finders fees, service fees or otherwise; any discounts received shall benefit the Association; (5) any financial or other interest which the Managing Agent may have in any firm providing goods or services to the Association shall be disclosed in advance to the Board of Directors; and (6) a monthly financial report shall be prepared for the Association containing: (A) an "income statement" reflecting all actual vs. budgeted income and expense activity for the preceding month on an accrual basis; 10 (B) an "account activity statement" reflecting all receipt and disbursement activity for the preceding month on a cash basis; (C) an "account status report" reflecting the status of all accounts established pursuant to Section 2.9 hereof in an "actual" versus "projected" (budget) format, and including a summary of the status of all investments; (D) an accrual basis "balance sheet" reflecting the financial condition of the Association on an unaudited basis; (E) a "budget report" reflecting actual versus budgeted activity on a cumulative basis from the commencement of the fiscal year until the date of the report; (F) a "delinquency report" listing all Unit Owners who are delinquent in paying condominium assessments and describing the status of any actions to collect such assessments; (G) a "general ledger" listing the individual expenditures and income that comprise the total listed on the balance sheet; and (H) a "maintenance report" listing maintenance and repairs performed during the preceding month. (d) Limitations. During the Declarant Control Period, the Board of Directors may employ a Managing Agent for an initial term not to exceed two years. The Association and the Board of Directors shall not undertake "self -management" or fail to employ a Managing Agent without the consent of at least 67 percent of the Unit Owners and at least 51 percent of the Mortgagees. Any contract with the Managing Agent must provide that it may be terminated, without payment of a termination fee, without cause upon no more than 90 days' written notice and with cause on no more than 30 days' written notice. 3.3. Number and Term of Office. (a) Designated Directors. During the Declarant Control Period, Declarant shall designate an initial Board of Directors consisting of three (3) persons. Declarant shall be responsible for designating such directors' terms and appointing their successors and replacements for the duration of the Declarant Control Period. At the conclusion of the Declarant Control Period, the sitting directors designated by the Declarant shall resign upon the election of new directors in accordance with Section 2.4(b). For a period of one year following the termination of the Declarant Control Period, the Declarant may appoint and replace from time to time a representative who shall be entitled to notice of all meetings of the Board of Directors and to attend and speak (but not vote) at all Board meetings, in all other respects as if such representative were a member of the Board. 11 (b) Elected Directors. The new directors elected pursuant to Section 2.4(b) shall serve until the next annual meeting of the Association. Beginning with the first Annual Meeting after the end of the Declarant Control Period, the term of each director shall be one year unless elected to fill a vacancy, in which case such director shall serve as provided in Section 3.6. Except for resignation or removal, the directors shall hold office until their respective successors shall have been elected by the Association. Beginning at the first annual meeting of the Association after the end of the Declarant Control Period, the Board of Directors may be composed of up to five persons. All elected directors shall be Unit Owners, designees of Unit Owners that are not natural persons or designees of Mortgagees 3.4. Election of Directors. (a) Elections Committee. At least 30 days before the special meeting required by Section 2.4(b) and each annual meeting of the Association thereafter, the Board of Directors shall appoint an Elections Committee consisting of at least three Unit Owners and which may include any member of the Board who does not seek reelection. The Elections Committee shall develop election procedures and administer such procedures as are approved by the Board providing for election of directors by ballot of the Unit Owners at annual meetings and, where appropriate, special meetings. (b) Nominations. Persons qualified to be directors may be nominated for election either by a nominating petition submitted to the chairman of the Elections Committee at least 10 days before the meeting at which the election is to be held signed by persons owning fee simple interests in and representing at least one Unit and either signed by the nominee or accompanied by a document signed by the nominee indicating his willingness to serve as a director; provided, however, that additional nominations may be made from the floor at the meeting at which the election is held for each vacancy on the Board of Directors for which no more than one person has been nominated by petition. The nominee must either be present and consent to the nomination or have indicated in writing his willingness to serve. This subsection (b) does not apply to persons appointed to the Board by the Declarant. (c) Qualifications. No person shall be eligible for election as a member of the Board of Directors unless such person is (alone or together with one or more other persons) a Unit Owner (or designee of a Unit Owner that is not a natural person), a Mortgagee (or a designee of a Mortgagee) or a designee of the Declarant. No person affiliated with a Unit Owner nor any Unit Owner shall be elected as a director or continue to serve as a director if such Unit Owner is more than 60 days delinquent in meeting financial obligations to the Association or a lien has been filed against such Unit Owner's Unit. (d) Elections. Each Unit Owner shall be entitled to vote for each vacant directorship being filled, so that the total votes each Unit Owner may cast in any Board of Directors election shall equal such Unit Owner's Percentage Interest multiplied by the number of vacant positions. Because multiple candidates may run for a limited number of directorships, a Majority Vote shall not be required for the election of any director; rather, a plurality of votes cast shall be sufficient to elect members of the Board of Directors. 12 3.5. Removal or Resignation of Directors. Except with respect to directors designated by the Declarant, at any regular or special meeting of the Association duly called, any one or more of the directors may be removed with or without cause by a seventy-five percent (75%) supermajority vote of the Unit Owners. A successor may then and there be elected by a seventy-five percent (75%) supermajority vote of the Unit Owners to fill the vacancy thus created. Any director whose removal has been proposed by the Unit Owners shall be given notice of the time, place and purpose of the meeting and shall be given an opportunity to be heard at the meeting. A director may resign at any time (i) in person at a meeting of the Board or the Association or (ii) by giving written notice to an Officer. Resignation of a director is effective when delivered unless the notice specifies an effective date which is not more than 30 days after the date of the notice. Except for directors who are designees of the Declarant, a director shall be deemed to have resigned automatically and without notice upon disposition of the Unit which made such person eligible to be a director, or if not in attendance at three consecutive regular meetings of the Board, if the minutes reflect the Board's removal of such director for such absence. 3.6. Vacancies. Vacancies in the Board of Directors caused by any reason other than the removal of a director by the Declarant or by vote of the Unit Owners shall be filled by a vote of a majority of the remaining directors at a special meeting of the Board held for such purpose promptly after the occurrence of any such vacancy, even though the directors present at such meeting may constitute less than a quorum because a quorum is impossible to obtain. Each person so elected shall be a director until a successor shall be elected by the Unit Owners at the next annual meeting of the Association. During the Declarant Control Period, the Declarant shall designate the successor to any director previously designated by the Declarant who resigns or is removed. Vacancies in the Board of Directors caused by the removal of a director by a vote of the Unit Owners shall be filled by a vote of the Unit Owners in accordance with Section 3.5. 3.7. Meetings of Directors. (a) Organizational Meeting. The first meeting of the Board of Directors following the annual meeting of the Association shall be held within 30 days thereafter at such time and place as shall be determined by a majority of the directors at the annual meeting. (b) Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the directors, but such meetings shall be held at least quarterly during each fiscal year. (c) Special Meetings. Special meetings of the Board of Directors may be called by the President on three business days' notice to each director, given personally or by mail, electronic mail or telephone, which notice shall state the time, place and purpose of the 13 meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of at least two directors. (d) Executive Session. All meetings of the Board of Directors shall be open to Unit Owners as observers, except that the President or presiding officer may call the Board into executive session on sensitive matters such as personnel, litigation strategy or hearings for violations of the Condominium Instruments, as provided in § 55-79.75(C) of the Act. An executive session shall be convened upon the affirmative vote of the directors in an open meeting on a motion to assemble in executive session, which motion shall state specifically the executive session's purpose. Reference to the motion and stated purpose for the executive session shall be included in the minutes. The Board of Directors shall restrict the consideration of matters during such portions of meetings to only those purposes specifically exempted and stated in the motion. No contract, motion or other action adopted, passed or agreed to in executive session shall become effective unless the Board of Directors, following the executive session, reconvenes in open meeting and takes a vote on such contract, motion or other action which shall have its substance reasonably identified in the open meeting. Any final action taken by the Board in executive session shall be recorded in the minutes. (e) Notice. Notice of meetings of the Board of Directors shall be given to each director, personally or by mail, electronic mail or telephone, at least three business days before the day named for such meeting and to Unit Owners as provided in § 55-79.75(B) of the Act. Notice of the time, date and place of each meeting of the Board of Directors shall also be published where it is reasonably calculated to be available to a majority of the Unit Owners and shall be sent by first-class mail or electronic mail to any Unit Owner requesting such notice. A Unit Owner may make a request to be notified on a continual basis of any such meetings which request shall be made at least once a year in writing and include the Unit Owner's name, address, zip code and electronic mail address. Notice, reasonable under the circumstances, of special or emergency meetings shall be given contemporaneously with the notice provided to the Board of Directors. Unless otherwise exempt as an executive session, at least one copy of all agenda packets and materials furnished to the Board of Directors for a meeting shall be made available for inspection by the Unit Owners at the same time such documents are furnished to the Board of Directors. No notice of the organizational meeting shall be necessary if such meeting is held immediately following the annual meeting. Notice as provided herein shall also be given to Mortgagees of any meeting at which action will be considered that requires the consent of Mortgagees. (f) Waiver of Notice. Any director may at any time, in writing, waive notice of any meeting of the Board of Directors, and such waiver shall be deemed equivalent to the giving of such notice. Except as otherwise provided in Va. Code § 13.1-867(B), attendance by a director, in person or by telephone communication, at any meeting of the Board of Directors shall constitute a waiver of notice by such director of the time, place and purpose of such meeting. If all directors are present at any meeting of the Board of Directors, no notice shall be required and any business may be transacted at such meeting. 14 (g) Quorum of Board of Directors. At all meetings of the Board of Directors a majority of the directors shall constitute a quorum for the transaction of business, and the votes of a majority of the directors present at a meeting at which a quorum is present shall constitute the decision of the Board of Directors. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn or recess the meeting from time to time. At any such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice. A director who participates in a meeting by means of telephone communication consistent with Va. Code § 13.1-864(B) shall be deemed present at the meeting for all purposes. (h) Conduct of Meetings. The President shall preside over all meetings of the Board of Directors and the Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meeting as well as a record of all transactions and proceedings occurring at such meetings. The then -current edition of Robert's Rules of Order, Newly Revised, shall govern the conduct of the meetings of the Board of Directors when not in conflict with the Act or the Condominium Instruments. 3.8. Action Without Meeting. Any action by the Board of Directors required or permitted to be taken at any meeting may be taken without a meeting if all of the directors shall consent in writing to such action. Any such written consent shall be filed with the minutes of the proceedings of the Board of Directors. 3.9. Compensation. No director shall receive any compensation from the Condominium for acting as such. 3.10. Board of Directors as Agent. The Board of Directors shall have the power to act as agent for the Unit Owners of all of the Units and for each of them, to manage, control and deal with the interests of such Unit Owners in the Common Elements and to permit the Board of Directors to fulfill all of its powers, rights, functions and duties. The Board of Directors shall have the power to act as agent for each Unit Owner, each Mortgagee, other named insureds and their beneficiaries and any other holder of a lien, lease or other interest in the Condominium to: (i) adjust and settle all claims arising under insurance policies purchased by the Board of Directors, (ii) execute and deliver releases upon the payment of claims and (iii) act on their behalf in any condemnation proceeding or action of eminent domain pursuant to § 55-79.44 of the Act; provided, however, that the consent of a Mortgagee shall be required if such Mortgagee notifies the Board of Directors pursuant to Section 11.1 within 30 days after receipt of notice of damage pursuant to Section 6.2(c) or notice of the taking in condemnation or by eminent domain pursuant to Section 8.2. The powers set forth in this section are in addition to any rights granted by § 55-79.80(B) of the Act. The Board of Directors may grant and accept easements and licenses pursuant to § 55-79.80(B) of the Act. 15 3.11. Liability of the Board, Officers, Unit Owners and Association. (a) The Association shall indemnify, defend and hold harmless each of the Officers and directors of the Association for actions taken in good faith, so long as (i) in the case of conduct in any Officer's, director's or member's official capacity with the Association, that such person reasonably believed his action to be in the best interests of the corporation; (ii) in all other cases, that such person reasonably believed his action was not opposed to the best interests of the Association; and (iii) in the case of any criminal proceeding, such person had no reasonable cause to believe that the conduct in question was unlawful. Such indemnification shall include reasonable expenses actually incurred (including reasonable attorney fees), judgments, fines and amounts paid in settlement incurred by such person in connection with such action, suit or proceeding, and shall be subject to the limitations set forth in Va. Code § 13.1-876. The Association shall indemnify, defend and hold harmless any director or Officer of the Association who entirely prevails in the defense of any proceeding to which such person was a party because of status as a director or Officer against reasonable expenses incurred by him in connection with the proceeding. The Association shall indemnify, defend and hold harmless each of the Officers and directors from and against all contractual liability to others arising out of contracts made by the Officers or the Board of Directors on behalf of the Association unless any such Contract shall have been made in bad faith or contrary to the provisions of the Condominium Instruments, the Act or the Virginia Nonstock Corporation Act (Va. Code § 13.1- 801 et seq.). Officers and directors shall have no personal liability with respect to any contract made by them on behalf of the Association unless any such contract shall have been made in bad faith or contrary to the provisions of the Condominium Instruments, the Act or the Virginia Nonstock Corporation Act. The liability of any Unit Owner arising out of any contract made by the Officers or Board of Directors, or out of the indemnification of the Officers or directors, or for damages as a result of injuries arising in connection with the Common Elements solely by virtue of ownership of a Percentage Interest therein or for liabilities incurred by the Association, shall be limited to the total liability of the Association multiplied by such Unit Owner's Percentage Interest. Every agreement made by the Officers, the Board of Directors or the Managing Agent on behalf of the Association shall, if obtainable, provide that the Officers, the directors or the Managing Agent, as the case may be, are acting only as agents for the Association and shall have no personal liability thereunder (except as Unit Owners), and that each Unit Owner's liability thereunder shall be limited to the total liability thereunder multiplied by such Unit Owner's Percentage Interest. (b) The Association shall not be liable for any failure of water supply or other services to be obtained by the Association or paid for as a common expense, or for injury or damage to person or property caused by the elements or by any Unit Owner, or resulting from electricity, water, snow or ice that may leak or flow from or over any portion of the Common Elements or from any pipe, drain, conduit, appliance or equipment. The Association shall not be liable to any Unit Owner for loss or damage, by theft or otherwise, of articles that may be stored upon any of the Common Elements. No diminution or abatement of any assessments, as elsewhere provided in these Bylaws, shall be claimed or allowed for inconvenience or discomfort arising from the making of repairs or improvements to the Common Elements or from any action 16 taken by the Association to comply with any law, ordinance, or with the order or directive of any governmental authority. 3.12. Common or Interested Directors. Each director shall exercise such director's powers and duties in good faith and with a view to the interests of the Condominium. No contract or other transaction between the Association and any of its directors, or between the Association and any corporation, firm or association (including the Declarant) in which any of the directors of the Association are directors or officers or are pecuniarily or otherwise interested, is either void or voidable solely because any such director is present at the meeting of the Board of Directors or any committee that authorizes or approves the contract or transaction, or because such director's vote is counted for such purpose, if any of the conditions specified in the following subsections exist: (a) The material facts of the transaction and the director's interest were disclosed or known to the Board of Directors or a committee of the Board of Directors and the Board of Directors or committee authorized, approved or ratified the transaction; or (b) The material facts of the transaction and the director's interest were disclosed to the members of the Association entitled to vote and they authorized, approved or ratified the transaction; or (c) The transaction was fair to the Association. The provisions of Va. Code § 13.1-871 are hereby incorporated by reference for determining whether a director with a conflict of interest may count towards a quorum at a meeting where a conflict of interests transaction is being considered or vote on such conflict of interests transaction. ARTICLE 4.Officers 4.1. Designation and Duties. The principal Officers of the Association shall be the President, the Vice President, the Secretary and the Treasurer, all of whom shall be elected by the Board of Directors. The Board of Directors may appoint an assistant treasurer, an assistant secretary and such other Officers as in its judgment may be necessary. Except for those Officers appointed by the Declarant, the President and Vice President shall be Unit Owners; (or designees of Unit Owners that are not natural persons) or Mortgagees (or representatives of Mortgagees) and members of the Board of Directors. Any other Officers may, but need not be Unit Owners or directors. Each Officer shall perform such duties as are normally associated with such office in parliamentary organizations, except to the extent (if any) inconsistent with the Act or the Condominium Instruments, and shall perform such other duties as may be assigned to such office by resolution of the Board of Directors. If any Officer is unable for any reason to perform the duties of the office, the 17 President (or the Board of Directors if the President fails to do so) may appoint another qualified person to act in such Officer's stead on an interim basis. 4.2. Election of Officers. The Officers of the Association shall be elected annually by the Board of Directors at the organizational meeting of each new Board and shall hold office at the pleasure of the Board. Any Officer may hold more than one position; provided, however, that the offices of President and Secretary shall be held by two different individuals and that the President shall not simultaneously serve as the Treasurer. Except for death, resignation or removal, the Officers shall hold office until their respective successors shall have been elected by the Board. Officers may be appointed by the Declarant during the Declarant Control Period. 4.3. Removal or Resignation of Officers. Upon the affirmative vote of a majority of all members of the Board of Directors any Officer may be removed, either with or without cause, and a successor may be elected at any regular meeting of the Board or at any special meeting of the Board called for such purpose. An Officer may resign as provided for a director in Section 3.5. 4.4. President. The President shall be the chief executive officer of the Association; preside at all meetings of the Association and of the Board of Directors; have general and active direction of the business of the Association subject to the control of the Board; see that all orders and resolutions of the Board are carried into effect; and appoint committees from time to time as the President may decide is appropriate to assist in the conduct of the affairs of the Association. 4.5. Vice President. The Vice President shall take the place of the President and perform the duties of the President whenever the President shall be absent or unable to act. If neither the President nor the Vice President is able to act, the Board of Directors shall appoint some other director to act in the place of the President on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed by the Board of Directors or by the President. 4.6. Secretary. The Secretary shall keep the minutes of all meetings of the Association and of the Board of Directors; have charge of such books and papers as the Board may direct; give or cause to be given all notices required to be given by the Association; maintain a register setting forth the place to which all notices to Unit Owners and Mortgagees hereunder shall be delivered; and, in general, perform all the duties incident to the office of Secretary. Pursuant to § 55-79.93:1 of the Act, after the termination of the Declarant Control Period, the Secretary shall file any required annual report with the Virginia Common Interest Community Board and pay the required fee on 1E:3 behalf of the Association, The Secretary may delegate the responsibility to file to a Managing Agent. 4,7. Treasurer. The Treasurer shall (together with the Managing Agent) be responsible for Association funds and securities; keep full and accurate financial records and books of account showing all receipts and disbursements; prepare all required financial data; deposit all monies and other valuable effects in the name of the Association or the Managing Agent, in such depositories as may from time to time be designated by the Board; and, in general, perform all the duties incident to the office of treasurer. Records of the Treasurer shall be subject to inspection by Unit Owners as provided in Section 2.12 hereof. 4.8, Execution of Documents. Unless otherwise provided by resolution of the Board of Directors: (i) all agreements, contracts, deeds, leases, checks and other instruments of the Association for expenditures or obligations in excess of two percent of the total annual assessment for common expenses for that fiscal year, and all checks drawn upon reserve accounts, shall be executed by any two persons designated by the Board of Directors; and (ii) all such instruments for expenditures or obligations of two percent of the total annual assessment for common expenses for that fiscal year or less, except from reserve accounts, may be executed by any one person designated by the Board of Directors. Any Officer of the Association may be designated by Board resolution to sign any certification pursuant to §§ 55-79.71(D) or 55-79.72:1(C) of the Act and to sign certificates for resale on behalf of the Association, Any Officer may also be designated by Board resolution to sign on behalf of the Association any amendment to subdivide a Unit or relocate boundaries between Units at the request of a Unit Owner, pursuant to §§ 55-79.69 or 55-79.70 of the Act. 4.9. Compensation of Officers. No Officer who is also a director shall receive any compensation from the Association for acting as such Officer. ARTICLE 5.Operation of the Condominium 5.1. Determination of Common Expenses and Assessments. (a) Fiscal Year. The fiscal year of the Association shall be the calendar year unless otherwise determined by the Board of Directors. (b) Preparation and Approval of Budget. (1) At least 60 days before the beginning of each fiscal year, the Board of Directors shall adopt a budget for the Association containing an estimate of the total amount considered necessary to pay the cost of maintenance, management, operation, repair and 19 replacement of the Common Elements and those parts of the Units as to which it is the responsibility of the Association to maintain, repair and replace, and the cost of wages, materials, insurance premiums, services, supplies, and other expenses that may be declared to be common expenses by the Act, the Condominium Instruments or a resolution of the Association and which will be required during the ensuing fiscal year for the administration, operation, maintenance and repair of the Condominium and the rendering to the Unit Owners of all related services. The budget shall not reflect the cost of maintaining Limited Common Elements except for parking spaces; these are the sole responsibility of the Unit Owner to whose Unit such Limited Common Elements appertain. The budget shall constitute the basis for determining each Unit Owner's annual assessment for the common expenses of the Condominium. Notwithstanding the foregoing, any budget that would result in an increase in the annual assessment of fifteen percent (15%) or more over the previous year's annual assessment shall be approved by a majority of the Residential Unit Owners and a majority of the Commercial Unit Owners at a special meeting duly called For such purpose before such budget may be adopted by the Board of Directors. (2) Such budget shall also include such reasonable amounts as the Board of Directors considers necessary to provide working capital, a general operating reserve and reserves for contingencies and replacements. At least 30 days before the beginning of each fiscal year, the Board of Directors shall send to each Unit Owner a copy of the budget in a reasonably itemized form which sets forth the amount of the common expenses, and special assessment payable by each Unit Owner, as applicable. (c) Assessment and Payment of Common Expenses. (1) Subject to the provisions of Section 9.1(a), and except for the separate utility assessments discussed in (3) below, the total amount of the estimated funds required from assessments for the operation of the Condominium and the Association set forth in the budget adopted by the Board of Directors shall be assessed against each Unit Owner in proportion to such Unit Owner's respective Percentage Interest, except for any Limited Common Expenses that are not paid by the Association as provided in Section 5.5(b) hereof, if any, which shall be assessed against each Unit Owner benefited in proportion to the relative Percentage Interests of such Units inter se, or in accordance with use of the services, as appropriate. The assessment for common expenses, including all Limited Common Expenses, shall be a lien against each Unit Owner's Unit as provided in Section 9.2. On or before the first day of each fiscal year, and the first day of each of the succeeding eleven months in such fiscal year, each Unit Owner shall be obligated to pay to the Board of Directors or the Managing Agent (as determined by the Board), one -twelfth of such assessment. Within 120 days after the end of each fiscal year, the Board of Directors shall supply to all Unit Owners, and to each Mortgagee requesting the same, an itemized accounting of the common expenses for such fiscal year actually incurred and paid, together with a tabulation of the amounts collected pursuant to the budget adopted by the Board of Directors for such fiscal year, and showing the net amount over or short of the actual expenditures plus reserves. Any amount accumulated in excess of the amount required for actual expenses and reserves shall, at the discretion of the Board of Directors, be placed in reserve accounts, be placed in a special account to be expended solely for the general welfare of the Unit Owners, or be credited according to each Unit Owner's 20 Percentage Interest to the next periodic installments due from Unit Owners under the current fiscal year's budget, until exhausted or distributed to the Unit Owners. Unless the Board of Directors directs otherwise, any net shortage shall be assessed promptly against the Unit Owners in accordance with their Percentage Interests and shall be payable either (1) in full with payment of the next periodic assessment which is due more than 10 days after delivery of notice of such further assessment, or (2) in not more than six equal periodic installments, as the Board of Directors may determine. (2) Each Unit Owner is solely responsible for paying bills for separately -metered utilities and services provided to his respective Unit. Water and sewer service are provided by the Albemarle County Service Authority (A.C.S.A.) to the Condominium and billed to the Association based on readings of master meters; the Association shall separately meter water and sewer used by each Unit and shall bill each Unit monthly for water and sewer. Electricity service is provided by Dominion Virginia Power and separately metered and billed to each Unit. Cable television, Internet and other paid subscription services may be purchased by any Unit Owner, provided that such Unit Owner shall be solely responsible for payment of all costs associated therewith. (3) Any common expenses paid or incurred in making available the same off -site amenities or paid subscription services (e.g., cable television, Internet) to some or all of the Units shall be assessed equally against the Units involved, and any common expenses paid or incurred in providing metered utility services to some or all of the Units shall be assessed against each Unit involved based on its actual consumption of such services. Any common expenses benefiting less than all of the Units, or caused by the conduct of less than all those entitled to occupy the same or by their licensees or invitees, shall be specially assessed against the Unit or Units involved, in proportion to their respective Percentage Interests inter se. Further, the Board of Directors may assess other expenses on other bases to the extent permitted by § 55-79.83 of the Act. (d) Reserves. The Board of Directors shall build up and maintain reasonable reserves for working capital, operations (including losses due to insurance deductibles), contingencies and replacements. Extraordinary expenditures not originally included in the annual budget which may become necessary during the year shall be charged first against such reserves. Except for normal maintenance expenses shown in the annual operating budget, all expenses for repair and replacement of physical assets maintained by the Association shall be charged first against such reserves. Unless otherwise determined by a vote of three -fourths of the directors, the amount held as reserves shall not substantially exceed the amount reasonably required to assure the Association's ability to replace components as they reach the end of their useful lives. If regular annual maintenance extends the useful life of components so that reserves are excessive, the reserves shall be adjusted by reallocation to other budget items or by distribution to the Unit Owners. If the reserves are inadequate for any reason, including non- payment of any Unit Owner's assessment, the Board of Directors may at any time levy a further assessment, which shall be assessed against the Unit Owners according to their respective Percentage Interests, and which may be payable in a lump sum or in installments as the Board may determine. The Board of Directors shall serve notice of any such further assessment on 21 Unit Owners by a statement in writing giving the amount and reasons therefor, and such further assessment shall, unless otherwise specified in the notice, become effective with the next periodic payment which is due more than 10 days after the delivery of such notice of further assessment. All Unit Owners so notified shall be obligated to pay the adjusted periodic amount or, if such further assessment is not payable in installments, the amount of such assessment. Such assessment shall be a lien as provided in § 55-79.84(A) of the Act. (e) Initial Budget and Initial Capital Contribution. (1) Upon taking office, the first Board of Directors designated by the Declarant pursuant to these Bylaws shall determine the budget, as defined in this section, for the period commencing not later than 30 days after creation of the Condominium and ending on the last day of the fiscal year in which the Condominium is created. Assessments shall be levied and become a lien against the Unit Owners during such period as provided in Section 9,2. (2) The Declarant, as the agent of the Association, will collect from each initial purchaser at the time of settlement an "initial capital contribution" equivalent to three times the estimated periodic installment of the annual assessment for common expenses for such purchaser's Unit. The initial capital contribution must be paid regardless of whether settlement occurs prior to the Commencement Date (as such term is defined in (3) below). The Declarant will deliver the funds so collected to the Association to provide the necessary working capital for the Association. Such funds may be used for capital reserves, certain prepaid items, initial equipment, supplies, organizational costs and other start-up costs, and for such other purposes as the Board of Directors may determine. (3) The Declarant is authorized to pay the operating costs of the Association in accordance with the Association's budget until the earlier to occur (the "Commencement Date") of (i) the end of the Declarant Control Period or (ii) the date set by the Declarant for commencement of annual assessments. In the even Declarant sets the Commencement Date as provided in clause (ii) above, the Declarant shall provide written notice of such Commencement Date to all Unit Owners and contract purchasers of Units no less than thirty (30) days prior to the Commencement Date. Beginning on the Commencement Date, the Association's budget shall be funded by annual assessments against all Units. To the extent the Commencement Date does not correspond with the beginning of the Association's fiscal year, such annual assessments shall be pro rated for the remainder of the fiscal year. The Declarant shall be responsible for paying a Unit's assessments for common expenses (including utility assessments) to the Association for the period between the Commencement Date and the initial sale of such Unit by the Declarant, provided such sale has not occurred prior to the Commencement Date. Upon the Declarant's initial sale of a Unit, the periodic installment of the conveyed Unit's annual assessment for the period including the closing date shall be pro rated between the Declarant and the initial purchaser. Once all of the Units have been conveyed by the Declarant, the Declarant shall have no further obligation to pay assessments to the Association. (f) Effect of Failure to Prepare or Adopt Budget. The failure or delay of the Board of Directors to prepare or adopt a budget for any fiscal year shall not constitute a waiver OX or release in any manner of a Unit Owner's obligation to pay its Percentage Interest of the common expenses as provided in these Bylaws whenever the same shall be determined and, in the absence of any annual budget or adjusted budget, each Unit Owner shall continue to pay each periodic installment at the rate established for the previous fiscal year until notified of the periodic payment which is due more than 10 days after such new annual or adjusted budget is adopted. (g) Accounts. All sums collected from assessments against the Unit Owners or from any other source may be commingled into a single fund. 5.2. Payment of Common Expenses. Each Unit Owner shall pay the common expenses and Limited Common Expenses assessed by the Board of Directors pursuant to the provisions of Section 5.1. No Unit Owner may be exempted from liability for assessments by reason of waiver of the use or enjoyment of any of the Common Elements or by abandonment of the Unit. No Unit Owner shall be liable for the payment of any assessment against his Unit subsequent to the date of recordation of a conveyance by such Unit Owner in fee of such Unit to another Unit Owner. Before or at the time of any such conveyance, all liens, unpaid charges and assessments shall be paid in full and discharged. The purchaser of a Unit shall be jointly and severally liable with the selling Unit Owner for all unpaid assessments against the latter up to the time of such recordation, without prejudice to the purchaser's right to recover from the selling Unit Owner amounts paid by the purchaser therefor; provided, however, that any such purchaser shall be entitled to a statement setting forth the amount of the unpaid assessments against the selling Unit Owner within ten business days following a written request therefor to the Board of Directors or Managing Agent and such purchaser shall not be liable for, nor shall the Unit conveyed be subject to a lien for, any unpaid assessments in excess of the amount therein set forth; provided, further, that, under the circumstances described in Section 55-79.84 (A) of the Act, each Mortgagee who acquires title to a Unit by virtue of foreclosure or by deed in lieu of foreclosure, or any purchaser at a foreclosure sale held by a foreclosing Mortgagee, shall tape the Unit free of any claims for unpaid assessments or charges against such Unit which accrue before the time such Mortgagee or purchaser acquires title thereto, except for claims for a pro rata share of such assessments or charges resulting from a pro rats reallocation of such assessments or charges to all Units including the mortgaged Unit. 5.3. Collection of Assessments. The Board of Directors, or the Managing Agent at the request of the Board, shall take prompt action to collect from the Unit Owner any assessments for common expenses due that remain unpaid for more than 30 days after the due date, including fees for rule violations pursuant to Section 55-79.80:2 of the Act. If a Unit Owner is delinquent for more than 60 days, the Board of Directors shall file a memorandum of lien in compliance with § 55-79.84 of the Act before the ninetieth day, unless the Board decides by a two-thirds vote not to do so. Any assessment, or installment thereof, not paid within 10 days after due shall accrue a late charge in the amount of $25, or such other amount as may be established from time to time by the Board of Directors. 23 5.4. Statement of Common Expenses. The Board of Directors shall promptly provide any Unit Owner, contract purchaser or prospective or actual Mortgagee so requesting the same in writing with a written statement of all unpaid assessments due from such Unit Owner. The Board of Directors may impose a reasonable charge for the preparation of such statement to cover the cost of preparation. 5.5. Maintenance, Repair, Replacement and Other Common Expenses. (a) Chart of Maintenance Responsibilities. Notwithstanding the general provisions for maintenance set forth in subsections (b) and (c), specific maintenance responsibilities and the costs attributable thereto shall, to the extent set forth thereon, be determined pursuant to the Chart of Maintenance Responsibilities attached as Exhibit B to these Bylaws. (b) By the Association. Except as provided in Section 5.5(c), the Association shall be responsible for the maintenance, repair and replacement of all of the Common Elements (including certain Limited Common Elements, as specified in the Chart of Maintenance Responsibilities), the cost of which shall be charged to Unit Owners as a common expense; provided, however, that the Board of Directors may elect not to do so if in the opinion of a majority of the Board of Directors such maintenance, repair or replacement was necessitated by the act, neglect or carelessness for which a Unit Owner is responsible pursuant to Section 9.1(a); and provided, further, that each Unit Owner shall perform normal maintenance (as described in subsection (c) below) on the Limited Common Elements appurtenant to such Unit Owner's Unit (not including assigned parking spaces) and any portion of the remaining Common Elements which the Board of Directors, pursuant to the rules and regulations, has given such Unit Owner permission to utilize, including without limitation the items enumerated in subsection (c). Notwithstanding Section 2.4.4 of the Declaration, the Board of Directors may, but shall not be required to, maintain the exterior windows and exterior doors of the Units (including, without limitation, repainting and replacing door and window units, locks, knobs and knockers); provided that such maintenance shall otherwise remain the duty of the Unit Owners. (c) By the Unit Owner. (1) Except as provided in Section 5.5(b), each Unit Owner shall keep the Unit and its equipment, appliances and appurtenances (including, but not limited to, interior plumbing fixtures, electrical outlets, cabinetry, carpeting, draperies and paint) in good order, condition and repair and in a clean and sanitary condition. The Association will not be responsible for plumbing blockages except those caused by roots. Each Unit Owner shall perform this responsibility in such manner as shall not unreasonably disturb or interfere with the other Unit Owners. Each Unit Owner shall promptly report to the Board of Directors or the Managing Agent any defect or need for repairs for which the Association is responsible. 24 (2) The Unit Owner of any Unit to which a balcony, porch, deck or patio is appurtenant as an Limited Common Element shall perform the normal maintenance for such Limited Common Element, including keeping it in a clean and sanitary condition, free and clear of snow, ice and any accumulation of water and shall also make all repairs thereto caused or permitted by such Unit Owner's negligence, misuse or neglect. All structural repair or replacement shall be made by the Association as a common expense, as provided in Section 5.5(b). Prior to repainting or replacing any exterior part of a Unit (including, without limitation, windows and exterior doors), or any exterior Limited Common Element (such as balconies and light fixtures), in whole or in part, the Unit Owner shall obtain the prior written approval of the Board of Directors of the proposed paint color and/or replacement item or material. The Board of Directors may promulgate a list of pre -approved paint colors and replacement items that may be used by Unit Owners without further approval. (3) Any Unit Owner permitted by the Board of Directors to use a specific portion of the Common Elements or a Reserved Common Element for storage is responsible for the maintenance and care of such portion and shall use such portion in a safe and sanitary manner. (d) Manner of Repair and Replacement. All repairs and replacements, whether by the Unit Owners or the Association, shall be substantially similar to the original construction and installation and shall be of first-class quality, but may be done with contemporary building materials and equipment. 5.6. Additions, Alterations or Improvements by the Board of Directors. Except during the Declarant Control Period, whenever in the judgment of the Board of Directors the Common Elements shall require additions, alterations or improvements costing 10 percent or more of the total annual assessment for common expenses for that fiscal year during any period of twelve consecutive months, the making of such additions, alterations or improvements requires a Majority Vote, and the Board of Directors shall assess all Unit Owners benefited for the cost thereof as a common expense (or Limited Common Expense). Any additions, alterations or improvements costing less than ten percent of the total annual assessment for common expenses for that fiscal year during any period of twelve consecutive months may be made by the Board of Directors without approval of the Unit Owners and the cost thereof shall constitute a common expense or Limited Common Expense, depending on the nature of the additions, alterations or improvements. Notwithstanding the foregoing, if, in the opinion of not less than 80 percent of the directors, such additions, alterations or improvements are exclusively or substantially exclusively for the benefit of the Unit Owners requesting the same, such requesting Unit Owners shall be assessed therefor in such proportion as they jointly approve or, if they are unable to agree thereon, in such proportion as may be determined by a majority of the Board of Directors. 25 5.7. Additions, Alterations or Improvements by the Unit Owners No Unit Owner shall, without the prior written consent of the Board of Directors as provided in Section 5.8, (i) make any structural addition, alteration or improvement in or to the Unit or any Common Element, (ii) paint or alter any Common Element or the exterior of the Unit, including the doors and windows or (iii) paint or alter the exterior of a Building. Subject to the approval of any Mortgagee(s) of the affected Units (and, in the case of a boundary relocation, the Board of Directors of the Association and any other Unit Owner whose Unit boundary is affected by the proposed relocation), any Unit may be subdivided or may be altered so as to relocate the boundaries between such Unit and any adjoining Units. The Secretary shall record any necessary amendment to the Declaration to effect such action as provided in §§ 55-79.69 or 55- 79.70 of the Act. The Commercial Unit Owners shall have the unqualified right, without obtaining the consent of the Board of Directors or the Association, to perform non-structural improvements and modifications within the Commercial Units provided such improvements and modifications do not impair the structural integrity of any building or structure in the Condominium. The provisions of this section and Section 5.8 shall not apply to the Declarant, who shall have the unqualified right to make improvements to the Units and Common Elements and to complete development of the Condominium without obtaining the consent of the Board of Directors or the Association. 5.8. Architectural Control by Board of Directors. Requests for review of signs (for Commercial Units only), additions, alterations or improvements to Units or Common Elements by Unit Owners to the Board of Directors must be in writing and delivered to the Managing Agent. The Board of Directors shall be obligated to decide upon any written request by a Unit Owner for approval of a proposed addition, alteration or improvement within thirty (30) days after receipt of such request, and failure to do so within the stipulated time shall constitute a consent by the Board of Directors to the proposed addition, alteration or improvement. If any application to any governmental authority for a permit to make any such addition, alteration or improvement in or to any Unit requires execution by the Association, and provided consent has been given by the Board of Directors, then the application shall be executed on behalf of the Association by the Board of Directors or any Officer appointed to execute such application, without, however, incurring any liability on the part of the Board of Directors, the Officers or the Association or any of them to any governmental authority, contractor, subcontractor or materialman on account of such addition, alteration or improvement, or to any person having claim for injury to person or damage to property arising therefrom. The Board of Directors appoints the Declarant as its attorney -in -fact to execute any application to any governmental authority for a permit to allow Declarant to make any addition, alteration or improvement to any part of the Condominium. In the event that a Commercial Unit Owner has applied to the Board of Directors for approval of any sign, addition, alteration or improvement, and such sign, addition, alteration or improvement is in accordance with ordinances and policies of the County of Albemarle, then the Board of Directors shall be permitted to deny approval only upon a finding of substantial harm to the Condominium. Appeal of a finding of substantial harm to the Condominium shall be made to the Circuit Court of the County of Albemarle, Virginia, 26 within thirty (30) days after receipt of written notice of such determination by the requesting Commercial Unit Owner. Time shall be of the essence for each provision of this Section 5.8. 5.9. Restrictions on Use; Rules and Regulations. (a) Restrictions. Each Unit and the Common Elements shall be occupied and used in accordance with the covenants and restrictions contained in the Declaration and as follows: (1) Nothing shall be done or kept in any Unit or in the Common Elements that will increase the rate of insurance for the Condominium or any part thereof without the prior written consent of the Board of Directors. No Unit Owner shall permit anything to be done or kept in the Unit or in the Common Elements that will result in the cancellation of insurance on the Condominium or any part thereof or that would be in violation of any law, regulation or administrative ruling. No waste will be committed on the Common Elements. (2) No nuisance shall be maintained within the Condominium, and all valid laws, zoning ordinances and regulations of all governmental agencies having jurisdiction thereof shall be observed. All laws, orders, rules, regulations or requirements of any governmental agency having jurisdiction thereof relating to any portion of the Condominium shall be complied with, by and at the sole expense of the Unit Owner or the Association, whichever shall have the obligation to maintain or repair such portion of the Condominium, and, if the latter, then the cost of such compliance shall be a common expense. (3) No Unit Owner shall obstruct any of the Common Elements, nor shall any Unit Owner place or cause or permit anything to be placed on or in any of the Common Elements (except those areas designated for such storage by the Condominium Instruments or the Board of Directors) without the approval of the Board. Nothing shall be altered or constructed in or removed from the Common Elements except with the prior written consent of the Board of Directors (subject, however, to the applicable provisions of the Fair Housing Amendments Act of 1988 regarding modifications by handicapped residents). (4) The Common Elements shall be used only for the furnishing of the services and facilities for which the same are reasonably suited and which are incident to the use and occupancy of the Units. Without limiting the Board's right to levy user fees for Reserved Common Elements, the Common Elements shall not be leased in whole or in part to any Unit Owner or other party. (5) The Association shall be entitled to set reasonable rules for use of the Surface Parking. No vehicle repairs other than: (i) emergency maintenance; (ii) ordinary light maintenance (excluding fluid changes and other operations which might soil the Surface Parking); and (iii) normal cleaning, shall be permitted on the Surface Parking. 27 (6) The maintenance, keeping, boarding or raising of animals, livestock, poultry or reptiles of any kind, regardless of number, is prohibited within any Unit or upon the Common Elements, except that the keeping of ordinary domestic pets (e.g., dogs, cats or caged birds) not to exceed one per Unit without the approval of the Board of Directors, guide animals and aquarium fish (and other limited species of animals which do not normally leave the Unit and which do not make noise) is permitted, subject to the rules and regulations adopted by the Board of Directors; provide d, however, that such pets are not kept or maintained for commercial purposes or for breeding; and provided, further, that any such pet causing or creating a nuisance or unreasonable disturbance or noise shall be permanently removed from the Condominium upon ten days' written notice from the Board of Directors. Such pets shall not be permitted upon the Common Elements unless accompanied by someone who can control the pet and unless carried or leashed. Any Unit Owner who keeps or maintains any pet upon any portion of the Condominium must clean up any waste left by the pet and properly dispose of such waste. Each Unit Owner is fully responsible for personal injuries and property damage caused by his pets, and shall indemnify and hold the Association, each other Unit Owner and the Declarant free and harmless from any loss, claim or liability of any kind or character whatever arising by reason of keeping or maintaining such pet within the Condominium. All pets that may leave their Units shall be registered with the Board of Directors and shall otherwise be registered and inoculated as required by law. The Board of Directors may establish reasonable fees for registration of pets not to exceed the additional costs incurred by the Association resulting from the presence of such pets. (7) Except for such signs as may be posted by the Association or Declarant for promotional or marketing purposes (including leasing), no signs of any character shall be erected, posted or displayed upon, in, from or about any Residential Unit (including any Limited Common Element associated therewith) or Common Element without the prior written approval of the Board of Directors, including "For Sale," "For Rent" and "For Lease" signs and other window displays or advertising. The foregoing provisions of this paragraph shall not apply to a Mortgagee in possession of a Unit as a result of foreclosure, judicial sale or deed in lieu of foreclosure. The Board of Directors shall permit the Unit Owners to post reasonable, commercially appropriate signs on the exterior of the Unit necessary for the proper conduct of any home occupation, subject to applicable local ordinances. (8) No Unit shall be subjected to or used for any timesharing, cooperative, licensing or other arrangement that would entail weekly, monthly or any other type of revolving or periodic occupancy by multiple Unit Owners, cooperators, licensees or timesharing participants; provided, however, that this restriction shall not prohibit the owners and mortgagees of the Commercial Units from entering into standard leases and licensing arrangements for the provision of communications services. Nor shall such restriction prohibit the National Ground Intelligence Center from leasing Residential Units to employees for terms of at least three (3) months. (b) Certain Rights and Easements of the Commercial Unit Owners. The Commercial Unit Owners and all Iessees and sublessees of the Commercial Units shall have the unencumbered right and easement to operate the Commercial Units for the provision of commercial, retail and office uses permitted by applicable laws of the County of Albemarle and any validly continuing nonconforming use or "grandfathered" use. The Association shall not, without the prior written consent of a majority of the Commercial Unit Owners (based on one vote for each Commercial Unit), adopt any amendment to these Bylaws pertaining to the Commercial Units including, but not limited to, any restriction with regard to utility use, noise, vibration, hours of operation or otherwise, that shall in any manner prohibit, restrict or unreasonably interfere with the use and operation of any Commercial Unit for the uses permitted herein. (c) Rules and Regulations. Each Unit and the Common Elements shall be occupied and used in compliance with the rules and regulations which may be promulgated and changed by the Board of Directors. Copies of the rules and regulations shall be furnished by the Board of Directors to each Unit Owner. Changes to the rules and regulations shall be conspicuously posted before the time when the same shall become effective and copies thereof shall be furnished to each Unit Owner upon request. The Association shall not, without the prior written consent of a majority of the Commercial Unit Owners (based on one vote for each Commercial Unit), adopt any amendment to the Rules and Regulations pertaining to the Commercial Units including, but not limited to, any restriction with regard to utility use, noise, vibration, hours of operation or otherwise, that shall in any manner prohibit, restrict or unreasonably interfere with the use and operation of any Commercial Unit for the uses permitted herein. 5.10. Right of Access. By acceptance of the deed of conveyance, each Unit Owner thereby grants a right of access to the Unit, as provided by § 55-79.79(A) of the Act and Section 5.2.2 of the Declaration, to the Board of Directors or the Managing Agent, or any other person authorized by the Board or the Managing Agent, or any group of the foregoing, for the purpose of enabling the exercise and discharge of their respective powers and responsibilities, including without limitation making inspections, correcting any condition originating in the Unit or in a Common Element to which access is obtained through the Unit and threatening another Unit or the Common Elements, performing installations, alterations or repairs to the mechanical or electrical systems or the Common Elements in the Unit or elsewhere in the Condominium or to correct any condition which violates any Mortgage; provided, however, that requests for entry are made in advance and that any such entry is at a time reasonably convenient to the Unit Owner. In case of an emergency, such right of entry shall be immediate, whether or not the Unit Owner is present. The Association may maintain copies of all Unit keys. 5.11. Utility Charges; User Fees. The cost of utilities serving the Condominium not individually metered or submetered to specific Units shall be common expenses allocated pursuant to Section 5.1(c)(2) hereof. The cost of utilities serving one or more Units and individually submetered shall be a Limited Common Expense payable by the Units served based on actual consumption of such services in accordance with § 55-79.83(C) of the Act. Pursuant to § 55-79.83(B) of the Act, the Board of Directors may 29 impose reasonable user fees, whether or not designated as Limited Common Expenses, for the use of Reserved Common. Elements or personal property of the Association or services provided by or arranged for through the Association. 5.12. Storage; Disclaimer of Bailee Liability. The Board of Directors, the Association, any Unit Owner and the Declarant shall not be considered a bailee of any personal property stored on the Common Elements (including property located in storage areas and vehicles parked on the Common Elements), whether or not exclusive possession of the particular area is given to a Unit Owner for storage or parking purposes, and shall not be responsible for the security of such personal property or for any Ioss or damage thereto, whether or not due to negligence, except to the extent covered by insurance in excess of any applicable deductible. 5.13. Cooperation with Commercial Unit Owners. The Association and the Board of Directors shall cooperate with any Commercial Unit Owner in connection with the sale, refinancing or leasing of his Commercial Unit. The Board of Directors hereby agrees, at any time from time to time, upon not less than fifteen (15) days' prior written notice by the Commercial Unit Owner, to execute, acknowledge and deliver to the Commercial Unit Owner, a statement in writing, to the best knowledge of the Board of Directors (a) certifying that the Commercial Unit Owner is not in breach in the performance of any covenant, agreement or condition contained in the Condominium Instruments and, if so, specifying the nature of such breach; (b) stating whether or not the Association or the Board of Directors is in breach in the performance of any covenant, agreement or condition contained in the Condominium Instruments and, if so, specifying the nature of such breach; and (c) any other certification or statement reasonably required by a Commercial Unit Owner or any prospective purchaser, lessee, Mortgagee or assignee of any Mortgagee of any Commercial Unit or any part thereof. Any such statement delivered by the Board of Directors may be relied upon by the Commercial Unit Owner, any prospective purchaser or lessee of a Commercial Unit or any part thereof, any Mortgagee or prospective Mortgagee of a Commercial Unit or of the Commercial Unit Owner's interest therein and any prospective assignee of any such Mortgagee. ARTICLE 6. Insurance 6.1. General Provisions. (a) Authority, Liability, and Notice. Insurance policies relating to the Condominium and required by these Bylaws to be carried by the Association shall be purchased by the Board of Directors and the cost thereof shall be allocated as provided in Section 5.1(c). The Board of Directors, the Managing Agent, and the Declarant shall not be liable for failure to obtain any coverages required by this Article 6 or for any loss or damage resulting from such failure: (i) if the failure is due to the unavailability of such coverages from reputable insurance companies; (ii) if the coverages are so available only at demonstrably unreasonable cost; or (iii) if the Association's insurance professionals advise that the coverages required by Section 6.2(b) 30 are not necessary. The Board of Directors shall promptly furnish to each Unit Owner written notice of the procurement of, subsequent changes in, or termination of, insurance coverages obtained on behalf of the Association, in compliance with § 55-79.81(b) of the Act, (b) Policy Requirements. (1) All policies of insurance purchased by the Board of Directors shall be written by companies licensed or qualified to do business in Virginia. Physical damage policies shall be in form and substance and with carriers acceptable to a majority of the Mortgagees. (2) The deductible or self -insured retention (if any) on any insurance policy purchased by the Board of Directors shall be a common expense (or a Limited Common Expense, as appropriate); provided, however, that the Association may, pursuant to Section 9.1(a), assess any deductible amount necessitated by the act, neglect, or carelessness for which a Unit Owner is responsible against the Unit Owner. The maximum deductible amount for hazard insurance required hereunder shall be limited to the lesser of $10,000 or 1% of the policy face amount. (3) The Declarant, so long as Declarant shall own any Unit, shall be protected by all such policies as a Unit Owner. The coverage provided to the Declarant under the insurance policies obtained in compliance with this Article 6 shall not be deemed to protect or be for the benefit of any general contractor engaged by the Declarant nor shall the coverage be deemed to protect the Declarant against liability for (or waive any rights with respect to) warranty claims. (4) To the extent reasonably obtainable, each policy shall provide that: (A) The insurer waives any right to claim by way of subrogation against the Declarant, the Association, the Board of Directors, the Managing Agent or the Unit Owners, and their respective guests, invitees, tenants, agents and employees and, in the case of the Unit Owners, the members of their households; (B) The policy shall not be canceled, invalidated, or suspended due to the conduct of any Unit Owner (including the members of such Unit Owner's household and the Unit Owner's guests, invitees, tenants, agents, and employees) or of any member, officer, or employee of the Board of Directors or the Managing Agent without a prior demand in writing that the Board or the Managing Agent cure the defect and neither shall have so cured the defect within 60 days after demand; (C) The policy may not be canceled or substantially modified (including cancellation for nonpayment of premium) without at least 30 days' prior written notice to the Board of Directors and all Mortgagees; and 31 (D) The Association is the "First Named Insured" under the policy. (E) Mortgagees, together with their respective successors and assigns, shall be named as additional insureds. 6.2. Property Insurance. (a) Coverage. Subject to Section 6.5(b), the Board of Directors shall obtain and maintain a policy of insurance against Special Causes of Loss (formerly "all-risk"), including without limitation fire damage, vandalism, malicious mischief, sprinkler leakage (if applicable), cost of demolition, debris removal, and water damage coverage, insuring the entire Condominium (including without limitation all of the Units and the fixtures initially installed therein by the Declarant), and replacements thereof up to the value of those initially installed by the Declarant, including fixtures, equipment and other personal property inside individual Units, together with all air conditioning and heating equipment and other service machinery contained therein and covering the interests of the Association, the Board of Directors and all Unit Owners and their Mortgagees, as their interests may appear, (subject, however, to the loss payment and adjustment provisions in favor of the insurance trustee), in an amount equal to 100 percent of the then -current replacement cost of the Condominium (exclusive of the land, excavations, foundations and other items normally excluded from such coverage), without deduction for depreciation (such amount to be redetermined annually by the Board with the assistance of the insurance company affording the coverage). Such policy shall not, however, cover items within the Commercial Units typically included in "tenant improvements," which shall be the sole responsibility of the owner of such Commercial Unit. The Board of Directors shall also obtain and maintain such coverage on all real and personal property owned by the Association. Before obtaining any policy of physical damage insurance or any renewal thereof, the Board of Directors shall obtain an appraisal from an insurance company, or such other source as the Board may determine, of the then -current replacement cost of the Condominium (exclusive of the land, excavations, foundations, and other items normally excluded from such coverage), without deduction for depreciation, for the purpose of determining the amount of physical damage insurance to be secured pursuant to this section. (b) Waivers and Endorsements. Such policy shall also provide: (1) A waiver of any right of the insurer to repair, rebuild, or replace any damage or destruction, if a decision is made pursuant to these Bylaws not to do so; (2) The following endorsements (or equivalent): (A) "no control" (to the effect that coverage shall not be prejudiced by any act or neglect of any occupant or Unit Owner or their agents when such act or neglect is not within the control of the insured, or the Unit Owners collectively; nor by any failure of the insured, or the Unit Owners collectively, to comply with any warranty or condition with regard to any portion of the Condominium over which the insured, or the Unit Owners collectively, have no control); (B) ordinance/law coverage for (i) the "cost of demolition" of the undamaged portion of the Condominium; (ii) "contingent 32 liability from operation of building laws or codes"; and (iii) "increased cost of construction"; (C) "condominium replacement cost"; (D) "inflation guard"; and (E) "agreed amount" or "elimination of coinsurance" clause; and (3) Subject to Section 6.5 (b), that any "no other insurance" clause expressly exclude individual Unit Owners' policies from its operation so that the physical damage policy purchased by the Board of Directors shall be deemed primary coverage and any individual Unit Owners' policies shall be deemed excess coverage, and in no event shall the insurance coverage obtained and maintained by the Board of Directors hereunder provide for or be brought into contribution with insurance purchased by individual Unit Owners or their Mortgagees, unless otherwise required by law; and (4) Such deductibles and self -insured retentions as to loss as the Board of Directors in its sole discretion deems prudent and economical. (c) Certificates. A duplicate original of the policy of physical damage insurance, all renewals thereof, and any subpolicies or certificates and endorsements issued thereunder, together with proof of payment of premiums, shall be delivered by the insurer to any Mortgagee requesting the same at least 30 days before expiration of the then -current policy. (d) Notice to Mortgagees. The Board of Directors shall promptly notify all Mortgagees of any event giving rise to a claim under the policy arising from damage to the Common Elements in excess of five percent of the then -current replacement cost of the Condominium. The Board of Directors shall promptly notify the Mortgagee of a Unit of any event giving rise to a claim under the policy arising from damage to the Unit. 6.3. Liability Insurance. The Board of Directors shall obtain and maintain commercial general liability (including libel, slander, false arrest, and invasion of privacy coverage) and property damage liability insurance in limits as the Board may from time to time determine, insuring each director and officer, the Managing Agent, each Unit Owner, and the employees of the Association against any liability to the public or to the Unit Owners (and their guests, invitees, tenants, agents, and employees) arising out of, or incident to the ownership or use of the Common Elements. Such insurance shall contain: (1) a cross liability endorsement under which the rights of a named insured under the policy shall not be prejudiced with respect to an action against another named insured; (2) hired and non -owned vehicle coverage; (3) host liquor liability coverage with respect to events sponsored by the Association; (4) products and completed operations coverage; and (5) a "severability of interest" endorsement which shall preclude the insurer from denying liability coverage to a Unit Owner because of negligent acts of the Association or of another Unit Owner. The Board of Directors shall review the limits once each year, but in no event shall the insurance be less than $1 million covering all claims for bodily injury, property damage, personal injury, and advertising injury. This coverage, or a separate policy, shall also contain protection for the Association if it operates a website or conducts business using the website, email, or similar means. Reasonable amounts of "umbrella" liability insurance in excess of the primary limits shall 33 also be obtained so that the total of the primary and excess limits are in an amount not less than $4 million. 6.4. Other Insurance. The Board of Directors Managing Agent of the Association shall obtain and maintain on behalf of the Association: (a) Fidelity. Blanket fidelity bond or employee dishonesty insurance policy insuring the Association against losses resulting from theft or dishonesty committed by the Officers, directors, or employees of the Association or committed by any Managing Agent or employees of the Managing Agent. Such bond or insurance policy shall provide coverage in an amount equal to the lesser of $1,000,000.00 or the amount of reserve balances of the Association plus one fourth of the aggregate annual assessment of the Association. The minimum coverage shall be $10,000.00 or the amount required by the Mortgagees, Fannie Mae, or the Federal Home Loan Mortgage Corporation, whichever amount is greatest. The fidelity bonds shall: (i) name the Association as an obligee; (ii) be written in an amount as described above; and (iii) contain waivers of any defense based upon the exclusion of persons who serve without compensation from any definition of "employee" or similar expression. (b) Flood Insurance. If required by any governmental or quasi -governmental agency, including without limitation, Fannie Mae or the Federal Home Loan Mortgage Corporation, flood insurance in accordance with the then applicable regulations of such agency. (c) Workers' Compensation. Workers' compensation insurance if and to the extent necessary to meet the requirements of law (including a voluntary employees endorsement and an "all states" endorsement). (d) Boiler and Machinery Endorsement. If applicable, central heating and cooling equipment including air conditioning equipment coverage by endorsement in an amount at least equal to the lesser of: (i) $2 million, or (ii) the insurable value of the buildings housing the boiler or machinery. Alternatively, separate, stand-alone boiler and machinery coverage may be purchased. (e) Directors and Officers Liability Insurance. Directors and officers liability insurance in an amount not less than $1 million including coverage for the Association, directors, officers, committee members, and employees (if any). The policy may also provide that the Managing Agent is an insured under the policy except with respect to claims that the Managing Agent may file against the Association or that the Association may file against the Managing Agent. Such coverage, to the extent available, shall include non -monetary damages, breach of contract, fair housing disputes, and allegations of wrongful purchase of the insurance program in form, content or amount; and (f) Other. Such other insurance as the Board of Directors may determine or as may be requested from time to time by a Majority Vote. This insurance may include, without 34 limitation: (i) business income and extra expense; (ii) employee benefits; (iii) employment practices liability; (iv) auto (owned); (v) medical payments protection; and (vi) electronic data processing (EDP) coverage. 6.5. Unit Owner Insurance. (a) Insurance Restriction. No Unit Owner shall acquire or maintain insurance coverage so as to: (i) decrease the amount which the Board of Directors, on behalf of all Unit Owners, may realize under any insurance policy maintained by the Board; or (ii) cause any insurance coverage maintained by the Board to be brought into contribution with insurance coverage obtained by a Unit Owner. No Unit Owner shall obtain separate insurance policies on the Condominium except as provided in this section. (b) Optional Coverage. (1) Each Unit Owner shall have the right to obtain personal insurance for the Unit Owner's benefit, at the Unit Owner's expense, covering the Unit Owner's personal property and personal liability, as well as any improvements made by such Unit Owner (under coverage normally called "improvements and betterments coverage"); and for such other risks as are normally insured. (c) Insurance of Commercial Uses. Each Commercial Unit Owner shall maintain, and annually provide evidence thereof to the Association, (i) an "all risk" general liability policy in an amount customary within such Commercial Unit Owner's line of business, (ii) an improvements and betterments policy covering commercial improvements and fixtures installed within and around the Unit, including items typically considered "tenant improvements," and (iii) insurance for any personal property associated with such Commercial Unit Owner's business. 6.6. Insurance Trustee. All physical damage insurance policies purchased by the Board of Directors shall be for the benefit of the Association, the Unit Owners, their Mortgagees, and the Declarant, as their interests may appear, and shall provide that all proceeds of the policies shall be paid in trust to the Board as "insurance trustee" to be applied pursuant to the terms of Article 7. The sole duty of the insurance trustee shall be to receive such proceeds as are paid to it and to hold the same in trust for the purposes elsewhere stated in these Bylaws, for the benefit of the insureds and their beneficiaries. ARTICLE 7. Repair and Reconstruction After Fire or Other Casualty 7.1. When Repair and Reconstruction are Required. Except as otherwise provided in Section 7.4, if all or any part of any structure is damaged or destroyed as a result of fire or other casualty, the Board of Directors shall arrange for and supervise the prompt repair and restoration thereof (including without limitation any damaged Residential Units and Commercial Units, and the floor coverings, fixtures and appliances 35 initially installed therein by Declarant but not including any floor coverings, furniture, furnishings, fixtures, equipment or other personal property supplied or installed by the Unit Owners in the Units, and not including improvements to any Unit made by a Unit Owner, in either case, unless covered by insurance obtained by the Association). Notwithstanding the foregoing, each Unit Owner shall have the right to supervise the redecorating of his Unit. 7.2. Procedure for Reconstruction and Repair. (a) Cost Estimates. Immediately after a fire or other casualty causing damage to any portion of the Condominium, the Board of Directors shall obtain reliable and detailed estimates of the cost of repairing and restoring such portion (not including any floor coverings, furniture, furnishings, fixtures or equipment installed by the Unit Owners in the Units, and not including improvements to any Unit made by a Unit Owner, in either case unless covered by insurance obtained by the Association) to a condition as good as that existing before such casualty. Such costs may also include professional fees and premiums for such bonds as the insurance trustee determines to be necessary. (b) Assessments. If the proceeds of insurance are not sufficient to defray such estimated costs of reconstruction and repair, or if upon completion of reconstruction and repair the funds for the payment of the costs are insufficient, the amount necessary to complete such reconstruction and repair may be obtained from the appropriate reserve for replacement funds or shall be deemed a common expense and a special assessment for such amount shall be levied. (c) Plans and Specifications. Any such reconstruction or repair shall be substantially in accordance with the original construction of the Condominium, subject to any modifications required by changes in applicable governmental regulations, and using contemporary building materials and technology to the extent feasible; provided, however, that other action may be taken if approved by at least 51 percent of the Mortgagees. 7.3. Disbursements of Construction Funds. (a) Construction Fund and Disbursement. The proceeds of insurance collected on account of casualty, and the sums received by the insurance trustee from collections of assessments against Unit Owners on account of such casualty, shall constitute a construction fund which shall be disbursed in payment of the costs of reconstruction and repair in the following manner: (1) If the estimated cost of reconstruction and repair is less than 10 percent of the total annual assessment for Common Expenses for that fiscal year, then the construction fund shall be disbursed in payment of such costs upon order of the Board of Directors; provided, however, that upon request of 20 percent of the Mortgagees, such fund shall be disbursed pursuant to paragraph (2). (2) If the estimated cost of reconstruction and repair is 10 percent of the total annual assessment for Common Expenses for that fiscal year or more, then the 36 construction fund shall be disbursed in payment of such costs upon approval of an architect qualified to practice in Virginia and employed by the insurance trustee to supervise such work, payment to be made from time to time as the work progresses. The architect shall be required to furnish a certificate giving a brief description of the services and materials furnished by various contractors, subcontractors, materialmen, the architect and other persons who have rendered services or furnished materials in connection with the work stating that: (i) the sums requested by them in payment are justly due and owing and that such sums do not exceed the value of the services and materials furnished; (ii) there is no other outstanding indebtedness known to such architect for the services and materials described; and (iii) the cost as estimated by such architect for the work remaining to be done subsequent to the date of such certificate does not exceed the amount of the construction fund remaining after payment of the sum so requested. (b) Surplus. The first monies disbursed in payment of the cost of reconstruction and repair shall be from insurance proceeds and, if there is a balance in the construction fund after the payment of all of the costs of the reconstruction and repair for which the fund is established, such balance shall be divided among all Unit Owners and their respective Mortgagees in proportion to the Percentage Interests and shall be distributed in accordance with the priority of interests at law or in equity in each Unit. (c) Common Elements. When the damage is to both Common Elements and Units, the insurance proceeds shall be applied first to the cost of repairing those portions of the Common Elements which enclose and service the Units, then to the cost of repairing the other Common Elements and thereafter to the cost of repairing the Units. (d) Certificate. The insurance trustee shall be entitled to rely upon a certificate executed by the President or Vice President, and the Secretary, certifying: (i) whether the damaged property is required to be reconstructed and repaired; (ii) the name of the payee and the amount to be paid with respect to disbursement from any construction fund or whether surplus funds to be distributed are less than the assessments paid by the Unit Owners; and (iii) all other matters concerning the holding and disbursing of any construction fund. Any such certificate shall be delivered to the insurance trustee promptly after request. 7.4. When Reconstruction Is Not Required. Unless the Condominium is terminated, the Association shall repair such damage to the Condominium as affects its structural stability. Unless the Condominium is terminated, if the Board of Directors elects not to repair insubstantial damage to the Common Elements, the Board of Directors shall use the insurance proceeds to remove all remains of the damaged improvements and restore the site to an acceptable condition compatible with the remainder of the Condominium and distribute the balance of any insurance proceeds received on account of such damage to all Unit Owners in proportion to their respective Percentage Interests. If the Condominium is terminated pursuant to § 55-79.72:1 of the Act, the net assets of the Condominium together with the net proceeds of insurance policies, if any, shall be divided by the insurance trustee among all Unit Owners in proportion to their respective Percentage Interests, 37 after first paying out of the share of each Unit Owner, to the extent sufficient therefor, the amount of any unpaid liens on the Unit in the order of priority of such liens. ARTICLE S. Mortgages For the purposes of this Article 8, when any right is to be given to a Mortgagee, the Board of Directors shall also give such right to the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Veterans Administration, the Federal Housing Administration, the Farmer's Home Administration, the Governmental National Mortgage Association and any other public or private secondary mortgage market entity participating in purchasing or guarantying Mortgages if the Board has notice of such participation. 8.1. Notice to Board of Directors. A Unit Owner who mortgages a Unit shall notify the Board of Directors of the name and address of the Mortgagee. 8.2. Notice of Default, Casualty, or Condemnation. The Board of Directors when giving notice to any Unit Owner of a default in paying an assessment for Common Expenses (which remains uncured for 60 days) or any other default, shall simultaneously send a copy of such notice to the Mortgagee of such Unit. The Board of Directors shall also promptly notify each Mortgagee of any casualty when required by Section 6.2(d), of all actions taken under Article 7 and of any taking in condemnation or by eminent domain pursuant to § 55-79.44 of the Act and actions of the Association with respect thereto. 8.3. Notice of Amendment of Condominium Instruments. The Board of Directors shall give notice to all Mortgagees at least seven days before the date on which the Unit Owners, in accordance with the provisions of these Bylaws, materially amend the Condominium Instruments. 8.4. Notice of Change in Managing Agent. The Board of Directors shall give notice to all Mortgagees requesting such notice at least 30 days before changing the Managing Agent. 8.5. Mortgagees' Approvals. Subject to any greater requirements of the Declaration, §§ 55-79.71 or 55-79.72:1 of the Act or Section 10 of these Bylaws: (a) 67% Vote. Unless at least 67 percent of the Mortgagees (based on one vote for each Unit subject to a Mortgage) and at least 67 percent of the Unit Owners (based on one vote per Unit) have given their prior written approval, the Association shall not: (i) (except 38 following destruction or condemnation) change any Unit's Percentage Interest except as provided in §§ 55-79.44 and 55-79.56(c) of the Act; (ii) (except following destruction or condemnation) partition, subdivide, abandon, encumber, sell or transfer the Common Elements of the Condominium (except for the granting of easements pursuant to § 55-79.80(B) of the Act); (iii) (except following destruction or condemnation) by act or omission withdraw the submission of the Land to the Act, except as provided by § 55-79.72:1 of the Act; (iv) modify the method of determining and collecting assessments or allocating distributions of casualty insurance proceeds or condemnation, awards; or (v) use hazard insurance proceeds for losses to the Condominium for any purpose other than repair, replacement or restoration except as provided in Section 7.4. The terms of this Section 8.5(a) shall be subject to any greater vote required by Section 55-79.71(E) of the Act. (b) Majority Vote. Unless at least 51 percent of the Mortgagees (based on one vote for each Unit subject to a Mortgage) and at least 67 percent of the Unit Owners (based on one vote per Unit) have given their prior written approval, the Association shall not: (i) following destruction or condemnation, change any Unit's Percentage Interest except as provided in § 55-79.44 of the Act; (ii) following destruction or condemnation, by act or omission, withdraw the submission of the Land to the Act, except as provided by § 55-79.72:1 of the Act; or (iii) add or amend any material provision of the Condominium Instruments which establishes, provides for, governs or regulates any of the following: (1) voting; (2) assessments, assessment liens, or subordination of such liens; (3) reserves for maintenance, repair, and replacement of the Common Elements (or Units if applicable); (4) insurance or fidelity bonds; (5) rights to use of the Common Elements; (6) maintenance responsibility; (7) the interests in the Common Elements or Limited Common Elements; (8) convertibility of Units into Common Elements or of Common Elements into Units; (9) leasing of Units; (10) imposition of any right of first refusal or similar restriction on the right of a Unit Owner to sell, transfer, or otherwise convey the Unit; or (11) any provisions which are for the express benefit of Mortgagees. The terms of this Section 8.5(b) shall be subject to any greater vote required by Section 55-79.71(E) of the Act. (c) Non -Material Amendments. Any addition or amendment to the Condominium Instruments shall not be considered material if it is for the purpose of correcting technical errors, or for clarification only. (d) Presumptive Approval. If the Association notifies a Mortgagee of additions or amendments in accordance with § 55-79.73:1(A) of the Act and does not receive a written objection within the time period provided for in § 55-79.73:1(A) of the Act, then the Association shall be deemed to have received the written consent of such Mortgagee. 8.6. Other Rights of Mortgagees. All Mortgagees or their representatives shall have the right to attend and to speak at meetings of the Association. All such Mortgagees shall have the right to examine the Condominium Instruments, rules and regulations and books and records of the Condominium, to receive the annual report filed by Declarant pursuant to § 55-79.93:1 of the Act, and to require the submission of annual financial reports and other budgetary information. The provisions of this Kid Article VIII shall be in addition to, and not in lieu of, the rights provided in § 55-79.84(A) of the Act to holders of first mortgages and first deeds of trust securing institutional lenders and recorded prior to the perfection of a lien for assessments. ARTICLE 9, Compliance and Default 9.1. Relief. Each Unit Owner shall be governed by, and shall comply with, all of the terms of the Act, Condominium Instruments and rules and regulations, as any of the same may be amended from time to time. In addition to the remedies provided in § 55-79.53 of the Act, a default by a Unit Owner shall entitle the Association, acting through its Board of Directors or through the Managing Agent, to the following relief. (a) Additional Liability. Each Unit Owner shall be liable to the Association or to any affected Unit Owner for the expense of all maintenance, repair, or replacement rendered necessary by the Unit Owner's act, neglect or carelessness or the act, neglect or carelessness of any member of such Unit Owner's household or such Unit Owner's guests, invitees, tenants, agents or employees, but only to the extent that the expense is not covered by the proceeds of insurance carried by the Board of Directors. Such liability shall include any increase in casualty insurance rates occasioned by use, misuse, occupancy or abandonment of any Unit or its appurtenances. Nothing contained herein, however, shall be construed as modifying any waiver by any insurance company of its rights of subrogation. Any costs, including without limitation legal fees, incurred as a result of a failure to comply with the Act, the Condominium Instruments and the rules and regulations by any Unit Owner (or any member of such Unit Owner's household or such Unit Owner's guests, invitees, tenants, agents, or employees) may be assessed against such Unit Owner's Unit. (b) Costs and Attorney Fees. In any proceedings arising out of any alleged default by a Unit Owner, the prevailing party shall be entitled to recover the costs of such proceeding and such reasonable attorney's fees as may be determined by the court. (c) No Waiver of Rights. The failure of the Association, the Board of Directors or of a Unit Owner to enforce any right, provision, covenant or condition of Condominium Instruments or the Act shall not constitute a waiver of the right of the Association, the Board or the Unit Owner to enforce such right, provision, covenant or condition in the future. All rights, remedies and privileges granted to the Association, the Board of Directors or any Unit Owner pursuant to the Condominium Instruments or the Act shall be deemed to be cumulative and the exercise of any one or more thereof shall not be deemed to constitute an election of remedies, nor shall it preclude the party exercising the same from exercising such other privileges as may be granted to such party by the Condominium Instruments or the Act or at law or in equity. (d) Interest. In the event of a default by any Unit Owner in paying any sum assessed against the Condominium. Unit other than for Common Expenses which continues for a 40 period in excess of 15 days, interest from the due date at a rate not to exceed the lower of the maximum legal interest rate in force at such time or 12 percent per annum may be imposed in the discretion of the Board of Directors on the principal amount unpaid from the date due until paid. (e) Abating and Enjoining Violations by Unit Owners. The material violation of any of the rules and regulations adopted by the Board of Directors, the breach of any provision of the Condominium Instruments or the Act caused by conditions within the Unit shall give the Board of Directors the right, in addition to any other rights set forth in these Bylaws: (i) to enter the Unit in which such violation or breach exists and summarily to abate and remove, at the expense of the defaulting Unit Owner, any structure, thing or condition that may exist therein contrary to the provisions hereof, and the Board of Directors shall not thereby be deemed guilty in any manner of trespass; (ii) to use self-help to remove or cure any violation of the Condominium Instruments or the rules and regulations on the Common Elements (including without limitation the towing of vehicles) or in any Unit; or (iii) to enjoin, abate, or remedy by appropriate legal proceedings, either at law or in equity, the continuance of any such breach; provided, however, that before any construction may be altered or demolished judicial proceedings shall be instituted. The remedies provided by this Section 9.1(e) shall not be exercised against any Commercial Unit until fourteen (14) days after written notice thereof has been given to the owner of the offending Commercial Unit (in addition to any other notice required by the Bylaws or the Rules and Regulations), except where the offending Commercial Unit poses an immediate threat to human health and safety. (f) Legal Proceedings. Failure to comply with any of the terms of the Condominium Instruments and the rules and regulations shall be grounds for relief, including without limitation, an action to recover any sums due for money damages, injunctive relief, foreclosure of the lien for payment of all assessments, any other relief provided for in these Bylaws or any combination thereof and any other relief afforded by a court of competent jurisdiction, all of which relief may be sought by the Association, the Board of Directors, the Managing Agent or, if appropriate, by any aggrieved Unit Owner and shall not constitute an election of remedies. (g) Charges. In accordance with § 55-79.80:2 of the Act, the Board of Directors may levy reasonable charges against Unit Owners for violations of the Act, the Condominium Instruments or the rules and regulations by the Unit Owner, the members of such Unit Owner's household, or such Unit Owner's guests, invitees, tenants, agents or employees; provided, however, that such charges shall be the same for Residential Unit Owners and Commercial Unit Owners. Such charges may include, without limitation, late fees. No charge may be levied for a single violation in an amount more than the lesser of (i) the maximum amount permitted by § 55-79.80:2(B) of the Act or (ii) one percent of such Unit Owner's annual assessment. Each day a violation continues, after notice is given to the Unit Owner, is a separate violation. Before any such charges may be imposed, the Unit Owner shall be given an opportunity to be heard and to be represented by counsel before the Board of Directors of the Association. The imposition of the contested charges shall be suspended during the pendency of such hearing. Charges are special assessments and shall be collectible as such. 41 (h) Other Remedies. in accordance with § 55-79.80:2 of the Act, the Board of Directors may suspend or revoke a Unit Owner's recreational or other privileges (excluding access to such Unit Owner's Unit) for a reasonable period not to exceed the duration of the default or violation if payment of the assessment on the Unit is delinquent more than 30 days or for any other violation of the Condominium Instruments or the rules and regulations. 9.2. Lien for Assessments. (a) Lien. The total annual assessment of each Unit Owner for Common Expenses (including all Limited Common Element assessments) or any special assessment, or any other sum duly Ievied (including without limitation costs, interest, reasonable attorneys' fees and late charges), made pursuant to these Bylaws, is hereby declared to be the personal obligation of the Unit Owner and a lien levied against the Condominium Unit of such Unit Owner as provided in § 55-79.84 of the Act, which lien shall, with respect to annual assessments, be effective on the first day of each fiscal year of the Condominium and, as to special assessments and other sums duly levied, on the first day of the next month which begins more than seven days after delivery to the Unit Owner of notice of such special assessment or levy. The Board of Directors or the Managing Agent may file or record such other or further notice of any such lien, or such other or further document, as may be required to confirm the establishment and priority of such lien. The amount secured by such lien shall also be the personal obligation of such Unit Owner, collectible by the Association as provided in Section 9.1(f) hereof. (b) Acceleration. In any case where an assessment against a Unit Owner is payable in installments, upon a default by such Unit Owner in the timely payment of any two consecutive installments, the maturity of the remaining total of the unpaid installments of such assessments may be accelerated, at the option of the Board of Directors, and the entire balance of the annual assessment may be declared due and payable in full by the service of notice to such effect upon the defaulting Unit Owner and such Unit Owner's Mortgagee by the Board of Directors or the Managing Agent. (c) Enforcement. The lien for assessments may be enforced and foreclosed in any manner permitted by the laws of the Commonwealth of Virginia, by power of sale (pursuant to § 55-79.84 of the Act and Section 9.3) or action in the name of the Board of Directors, or the Managing Agent, acting on behalf of the Association. The plaintiff in such proceeding shall have the right to the appointment of a receiver, if available under the laws of the Commonwealth of Virginia. (d) Late Fees; Interest. Any assessment, or installment thereof, not paid within 10 days after due shall accrue a late charge in the amount of $25 per month as to Residential Units and $100 per month as to Commercial Units, or such other amount as may be established from time to time by the Board of Directors. In addition, interest accrues on assessments not paid within five days of the due date at the maximum permissible rate allowed by law until paid. 42 (e) Remedies Cumulative. A suit to recover a money judgment for unpaid assessments may be maintained without foreclosing or waiving the lien securing the same, and a foreclosure may be maintained notwithstanding the pendency of any suit to recover a money judgment. 9.3. Supplemental Enforcement of the Lien. In addition to the proceedings at law or in equity for the enforcement of the lien established by the Condominium Instruments or the Act, any defaulting Unit Owner may be required by the Board of Directors to execute a bond conditioned upon the faithful performance and payment of the installments of the lien established thereby and may likewise be required to secure the payment of the obligations by recording a deed of trust in the land records where the Condominium Instruments are recorded granting unto one or more trustees appropriate powers to the end that, upon default in the performance of the bond the deed of trust may be foreclosed by the trustee(s) acting at the direction of the Board of Directors. If any such bonds have been executed and such deed of trust is recorded, then any subsequent purchaser of a Unit shall take title subject to the deed of trust and shall assume the obligations provided for therein. 9A. Subordination and Mortgage Protection. Notwithstanding any other provisions to the contrary, the lien of any assessment levied pursuant to these Bylaws upon any Unit (and any penalties, interest on assessments, late charges and the like) shall be subordinate a Mortgage securing an institutional lender recorded prior to the perfection of said lien for assessments, as provided in § 55-79.84(A) of the Act; provided, however, that such subordination shall apply only to assessments which have become due and payable before a sale or transfer of the Unit pursuant to foreclosure, or any deed in lieu of foreclosure. The sale or transfer shall not relieve the purchaser of the Unit at the sale from liability for any assessments thereafter becoming due, nor from the lien of any such subsequent assessment, which lien shall have the same effect and be enforced in the same manner as provided herein, ARTICLE 10. Amendments to Bylaws 10.1. Amendments. These Bylaws may not be modified or amended except as provided in § 55-79.71 of the Act; provided, however, that until the expiration of the Declarant Control Period, Sections 2.4, 2.9, 3.3, 3.4, 3.5, 3.6, and 10.1 may not be amended without the prior written consent of the Declarant. All amendments to the Bylaws shall be prepared and recorded by the Secretary. 10.2. Approval of Mortgagees. These Bylaws contain provisions concerning various rights, priorities, remedies and interests of Mortgagees. These provisions are to be construed as covenants for the protection of the Mortgagees on which they may rely in making loans secured by Mortgages. Accordingly, no 43 amendment or modification of these Bylaws impairing or affecting the rights, priorities, remedies or interests of a particular Mortgagee shall be adopted without the prior written consent of such Mortgagee. This requirement shall not apply to the amendments and modifications specifically described in clauses (a) and (b) of Section 8.5, which amendments and modifications shall be adopted in accordance with the requirements of such clauses. If the Association notifies a particular Mortgagee of amendments and modifications subject to such Mortgagee's approval pursuant to this Section 10.2 and in accordance with Section 55-79.73: 1 (A) of the Act, and the Association does not receive a written objection within the time period provided for in Section 55-79.73:1(A) of the Act, then the Association shall be deemed to have received the written consent of such Mortgagee. 10.3 Approval of Commercial Unit Owners. These Bylaws are intended to provide for the peaceful coexistence of the Residential Unit Owners and the Commercial Unit Owners and their lessees. Because of the relatively small number of Commercial Unit Owners, certain protections have been built into the Condominium Documents to prevent disruption of the Commercial Unit Owners' business. Accordingly, no amendment or modification of these Bylaws impairing or affecting the particular rights of the Commercial Unit Owners hereunder shall be adopted without the prior written approval of a majority of the Commercial Unit Owners (based on one vote for each Commercial Unit). Without limiting the foregoing, any amendment to the Bylaws that applies only to the Commercial Units and not generally to all Units shall be subject to the Commercial Unit Owners' prior approval as provided herein. ARTICLE 11. Miscellaneous 11.1. Notices. All notices, demands, bills, statements or other communications under these Bylaws shall be in writing and shall be deemed to have been duly given if delivered personally or sent by United States mail, postage prepaid (pursuant to § 55-79.75 of the Act), or if notification is of a default or lien, sent by registered or certified United States mail, return receipt requested, postage prepaid, (i) if to a Unit Owner, at the address which the Unit Owner shall designate in writing and file with the Secretary or, if no such address is designated, at the address of the Unit Owner's Unit, or (ii) if to the Association, the Board of Directors or to the Managing Agent, at the principal office of the Managing Agent or at such other address as shall be designated by notice in writing to the Unit Owners pursuant to this Section. If a Unit is owned by more than one person, each such person who so designates an address in writing to the Secretary shall be entitled to receive all notices hereunder. 11.2. Captions. The captions are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of these Bylaws or the intent of any provision. 11.3 Gender. The use of the masculine gender in these Bylaws shall be deemed to include the feminine and neuter genders and the use of the singular shall be deemed to include the plural, and vice versa, whenever the context so requires. 11.4 Construction. These Bylaws are intended to comply with all of the applicable provisions of the Act and shall be so interpreted and applied. The failure to comply strictly with the time periods required by the Bylaws, unless also required by the Act, shall not invalidate any action of the Board of Directors or the Association in the absence of a written objection by the Declarant, a Unit Owner or a Mortgagee within ten days after the failure to comply. Effective , 2008. 45 Exhibit A. Resale Certificate ABINGTON PLACE OFFICES AND CONDOMINIUMS RESALE CERTIFICATE This Resale Certificate is provided as of this day of �, 20_, by Abington Place Offices and Condominiums Unit Owners' Association, Inc. (the "Association"), to ("Buyer"), on behalf of . ("Seller"), regarding Unit (s) _ (collectively, the "Unit") in Abington Place Offices and Condominiums pursuant to Va. Code § 55-79.97, as amended. The Association states as follows: 1. The information contained in this Certificate is current as of the date noted above. 2. The Seller is or is not (check one) current on payment of annual assessments. 3. Annual assessments and utility charges are due and payable on the first day of each calendar month. 4. The current annual assessment for the Unit's share of common expenses is $ and has been paid in monthly installments through Delinquent annual assessments are owed in the amount of $ 5. The Seller is or is not (check one) current on payment of utility charges. 6. The current utility charge for the Unit's share of non -separately metered utilities is $ , and has been paid in monthly installments through Delinquent utility charges are owed in the amount of $ 7. Unit Owners may be liable for fees or other charges to other entities, including the following: power, telephone and other utility fees, trash collection, vehicle decals. 8. The Association has has not (check one) approved any special assessment during the current or the immediately succeeding fiscal year. Following is a description of such special assessment, including amount of the Unit's share, date due and payable and any delinquent amounts already paid by Seller: 9. There — are or are not (check one) any pending law suits or unpaid judgments to which the Association is a party which either could or would have a material impact on the Association or the Unit Owners or which relates to the Unit being purchased. The nature of such law suits is as follows: 10. The Association maintains the general property and liability insurance coverage for the Units, Common Elements, Association and Managing Agent, all as more particularly described in Article 6 of the Bylaws. The Unit Owner is responsible for obtaining 1 policies of insurance protecting the Unit Owner's interest in the Unit, his possessions and his activities in the Unit, including title and personal property insurance. 11. Improvements or alterations made to the Unit, or the Limited Common Elements assigned thereto, by the Seller are or are not (check one) in violation of the instruments referenced in section 15(d) below. If such are in violation, a description of such violation follows: 12. The Condominium Instruments contain no limitation on the number of persons who may occupy the Unit as a dwelling; however, such occupancy may be limited by local zoning laws, as amended from time to time. 13. No portion of the Condominium is located within a development subject to the Property Owners' Association Act (Va. Code § 55-508 et seq.). 14. The Bylaws and/or Rules and Regulations of the Condominium prohibit the posting of "For Sale," "For Rent" or "For Lease" signs or other window displays or advertising on any part of the Common Elements or in any Residential Unit. Such prohibition applies to display of flags. Different requirements apply to Commercial Units. 15. Attached hereto are the following: a. A completed copy of the Virginia Common Interest Community Board's Association Disclosure Packet Notice form. b. A copy of the Association's current reserve study report or a summary thereof, if required, including a statement of the status and amount of any reserve or replacement fund and any portion of the fund designated for any specified project by the Board of Directors of the Association. c. A copy of the Association's current budget or a summary thereof prepared by the Association and a copy of the statement of its financial condition for the last fiscal year for which a statement is available, including a statement of the balance due of any outstanding loans of the Association. d. If applicable, a statement of the nature and status of any pending suits or unpaid judgments to which the Association is a party that either could or would have a material impact on the Association or the Unit Owners or that relates to the Unit(s) being purchased. e. A copy of the current Bylaws and Rules and Regulations adopted by the Association and the amendments thereto (no architectural guidelines have been adopted by the Association). f. A copy of the form of notice given to Unit Owners by the Association of any current or pending rule or architectural violation, g. A copy of the approved minutes of the Board of Directors and Association meetings for the six (6) calendar months preceding the request for the resale certificate. 2 16, Right of First Refusal and Resale Fee. If this Unit is a Residential Unit and was originally conveyed by the Declarant of the Condominium, it may have been conveyed subject to the Right of First Refusal described in Section 7.3 of the Declaration. This restriction on transfer would be noted in the deed conveying the Unit to the Seller or in the subsequent chain of title to the Unit and provides that, if the Unit is sold during the Declarant Control Period, the Seller must offer to the Declarant the right to repurchase the Unit at the price for which the Declarant sold the Unit to the Seller or pay a Resale Fee back to the Declarant of one half (1/2) of the profit received for the Unit. Because the requirement runs with title to the Unit, if Buyer resells the Unit within the Right of First Refusal period (i.e. Declarant Control Period), and the resale fee has not already been paid on the Unit, then Buyer may be liable to Declarant for the resale fee. Before purchasing the Unit, Buyer should check with Buyer's counsel to determine whether Buyer would be liable for the resale fee. 17. To the extent applicable, the Association has filed with the Common Interest Community Board the annual report required by Va. Code § 55-79.93:1. The filing number assigned by the Common Interest Community Board is and the expiration date of such filing is 18. The following fees have been paid by Seller for issuance of this Certificate, receipt of which is hereby acknowledged by the Association: R Inspection of the unit as required to prepare the Certificate (not to exceed $100.00) Preparation and delivery of Certificate (not to exceed $150.00 for up to two paper copies or $125.00 for up to two electronic copies Fee to expedite preparation and delivery within five business days of request ($50.00) Any additional hard copies (not to exceed $25.00 per copy) Actual mailing cost TOTAL RECEIVED K' TRIBAL PROPERTIES LLC, a Virginia limited liability company Ashton L. Trice, Manager Exhibit B. Maintenance Responsibility Chart ABINGTON PLACE OFFICES AND CONDOMINIUMS MAINTENANCE, REPAIR AND REPLACEMENT RESPONSIBILITY CHART Item Association Maintains Unit Owner Maintains Interior floors, walls and Those located within Common All located within a Unit ceilings (including paint, Elements wallpaper, tile, linoleum, carpet and other flooring) Plumbing (including pipes, Any located in and/or serving All located within a Unit, fixtures and sprinklers) Common Elements (e.g., common including fixtures and appliances stairwells, attics and crawl spaces), attached thereto (e.g., hot water and any blockages caused by roots heaters, faucets and drains) Electrical systems (including Any located in and/or serving All wiring and fixtures located lines, meters, fuse boxes and Common Elements (e.g., common within a Unit and/or serving only fixtures) stairwells, attics and crawl spaces), that Unit (on the Unit side of the and any exterior lines, poles and Unit's fuse box, including the fuse boxes not maintained by the power box itself), also including meter if company Unit is separately -metered Heating, ventilating and Any serving the Common All located within a Unit and/or cooling systems (including Elements serving only that Unit (e.g., the a/c furnaces, air conditioners, compressor located outside the filters, ducts and thermostats) Unit and the vents located within the Unit) Storage areas located in the All in all regards except routine Routine cleaning of assigned Common Elements, if any cleaning storage areas, if any, and all cleaning and maintenance of storage located in Limited Common Elements, if an Grounds, including all All None landscape, streets, any surface parking areas, and sidewalks Building structure and All None exterior, including roof, exterior walls, trim, gutters, downspouts, foundation, stairwells, elevator, chimneys, parking lot Doors and windows Any constituting the Limited All located within a Unit (exterior/interior finishes, Common Elements; any (including both interior and frames, locks, screens and replacement program or exterior exterior features); materials and glass), including routine finish maintenance the Board paint subject to the Association's cleanin elects to conduct at its discretion prior approval Balconies and railings All structural repairs Routine maintenance, painting and snow/ice removal; materials and paint subject to the Association's prior approval NOTES: This chart and accompanying notes are provided for the Unit Owners' convenience: the Declaration determines the ownership interests of each Unit Owner and the Association. 2. In all cases, where maintenance, repair or replacement is necessitated by the negligent or wrongful act or omission of a Unit Owner (or the Unit Owner's household, tenants, employees, agents, visitors, guests or pets), the Association will perform the necessary maintenance and charge the costs to the responsible Unit Owner. 0 EXHIBIT D Plats and Plans alp65 pj • 4 ?S V) .Zl U) � QOO � O �? O� m W a m S_n N N D 0 W 4� OO Oo P P Lc co N W N W CD CJ (N LP Ga IV IQ O CD O cn 1 C� J+ Ll [O ca V d PA - N W 41 C-.N O � S.I) P N d fYl z Z. N iV R O V V a D OuIRpai fl oo� ON'rOTO o f'l `� `C � � E• 00 I 1 n O r9�^ CAS .. Y- I I O 4� O r � r O r li Q � N O Z pillage R/Wive L ' .nn W / L- j Exist. PDE �Q co 3348-�7z a / o coN, X. W N � O a 4 Q 2,3" � *". o� r b l h a d � " C t7, a Q VT3 �o y{�7rn'po 0 o A co02 \mil 1 � S � t 4 rn5 � 5� t a 5 St N m t X- � t 1 rn _S t y. t Q Q� B '0C 29C ?&, !eZ cn Z 0 ro c°o ro0N � o o a o p, O co Nn P •--I X N7 N l inQo o�� 0 W coun � C N (D P._©n r fl coD�N@ o `o O o O) 7 N c cL . � w v W rn �aao�►�r�,M Z Q o Z o I yr N C,o a- 4 < ;!, I c 4— a o n o U -p n -' WI m M .rn (n I S I Y o I �.no o �n I ¢ O m V)o -0z� Q N O o = = o ? o C, b Io o c o 7 7 a D- m o 3 e o 2 6oN� n KoP < �. @ @ 0 0 p` 7 lNn A P @ J v a n @ w w yum�S a a� N r _D a C-,-J tad G do(v V 5 0 ca 01 a CO :r a v o ° p � 9 10,01 9,01 O u'1 N Vo., n V, ° O fO G N u O) Ln Q V N o o m ABINGTON PLACE daggett + grigg architects .I CD HOLLYMEAD TOWN CENTER o ALBEMARLE COUNTY, VIRGINIA 00 10010TH STREET, NE, SUITE 200 CONDOMINIUM DOCUMENTS CHARLOTTESVILLE, VA 22902 T 434.971.8848 F 434,296.3040 TITLE SHEET www.daggettgrigg.com AA CID D Ui m K m z 79 Tu U) r O 70 z O s C to D z zz U)�� m to cn m r O �? N M 0 00 C7 O c� rn N O C) � r O rn C7 m M rn rn cf) z z � O ZQ -_IC)z 0 0 � m �- m v' Z z rn Cl) a M a 5' co 0 n m 0 O C CD CD 7 N p5.`izf G NN N N N N N N NN N N N N N N N N N N N N N N N N N N N N � co +J 0 0 A W N -i o co 0o 4 M 0 4 W N s O W 00 V M En A W N .a � m m m m m m m m m m m m m m 07 67 m Oo 07 W 67 0� p7 7a m x m m W x7 m Xo m m � Pik -n r O O V •+ -1 �, Gh 4 Ch A -1 -i -4 -� Ul .A. Ul 4P -1 N V N -1 N -1 N V --t V ...a. Uri A C31 A V ..a, V .->. U) A Ch V -� rl Ul A CA A i -4 Ul A Ui -I CC) 0) W m C� Cr a5 m 00 0o .p. -P M M= M M m o) � 0) 0) M M tl) [D M w cn in U] [A Cn cn cn cn Cn Cn . Cn (n cn cn (n (n cn cn co 9/ 0 cn [n . . cn (n T m T T T -Ti Tn -n Tn T T T Tn TI TI TI T7 T1 Tn 7n T T TI T7 T1 -n T T O A A Cn Ul A 4> M M M M CD CD A A M (D 4> 4P M M 4P 4P CD M .P .A M M Q r 4 -I -n -4 -4 V -4 -4 V -4 -4i -4 -4 "li -4 -n -4-4 i 1 -4 r N N T T T T T T T T T T T T m m n T T T 7- 7 T 7 7 n © co 0 C 7 N Z O r M, c) r' C? o o C} n m m Q m m m cn m 1 m ..p �v inm z2 0= -1 a z z J C) m o n a m c, cmn m M zrm 7 n CD CD n 0 7 z m n o a n rl oa m m N N r ^r ! 1 O r r • C� Nj C� ITI N O I n f'fl ITI m v� n a7 n -P vv r C7 C7 m r n m n m r n jm rn n _1 m 7 z r C7 m r C7 m t5 dare., SP6 S P5. 4 6 -5 PROPERTY BOUNDARY C C.E. moo' to Er .D r N W �oj�oho �oj70� w O O z O � o or TiV1n c, o 0 N w I I I I n � y to P OPER* BOADARY' C c .EI l > O 1-■ . Z N w L,C.E. L.C.E. M CD 00 00 O IA C N W A 0'-8" 0'-6' 10' 2 -� > {/f Z N W O O N N n L.C.E. L.CZ. C y C.E. N W PROPERTY BOUNDARY[n - X —1 Cn Cn N W O � 0'-4" 0'-8" 0'-6" 10' N w m m ._.- i cnC0 co l� v '< 1 Do ' PROPERTY BOUNDARY. _ C _ v , 0 , Z L.C.E. L.C.E. a C tp N N CA -4 I I � 0 C] O o- 1 0'-8" 0'-6' 10' Z O y a Gy Z rn N W C V! cs� ca =: n_ w w n y� {-} L.C.E. L.C.E., C o O ITI Z jPROPERTY BQUNDAfY to -NNP -WNP 1 1 1II III I I 1 I I I . rn F -n ml-n F -n m T T1 T ;g'm g;o N10 -1� o �h —! --1 o;uc,,, v N N OO 00 C JW r n C.E. PROPERTY BOUNDARY EXHIBIT E Common Element Interest Table [ATTACHED] NOTES TO TABLE 1. The identifying Unit Designation as set forth in Table I is a sufficient legal description of each Unit for all purposes when set forth together with the name of the Condominium, the name of the jurisdiction in which the Condominium is situated and the deed book, page number and date of recordation of the Declaration. 2. Size (approximate gross square feet per Unit) is given in square feet for each Unit and is measured to the interior surface of each wall, which is a vertical boundary of the Unit. The measurements are approximate and, therefore, the square footages may vary slightly in any individual Unit. 3. The listed Percentage Interest for each Unit has been determined by allocating to the Convertible Space an undivided interest in the Common Elements proportionate to the size of such space in relation to the aggregate size of all Units depicted on the Plans, then dividing the remaining Percentage Interest into fifty-six (56) equal, undivided interest shares among the Residential Units, as is permitted pursuant to § 55-79.55(b) of the Act. The Percentage Interest shown for each Unit is subject to change if the Declarant or the Board of Directors at the request of any Unit Owner changes the Percentage Interest allocated to a Unit pursuant to the procedures set forth in §§55-79.56, 55-79.69, or 55.79.70 of the Act as permitted by the Bylaws. 4. The Percentage Interest listed in Table 1 also is the percentage appurtenant to each Unit for voting in the Association and liability for Common Expenses. Year 1 Common Element Interest Table Unit # Unit'Tme are Ft Allocaotal Allocatic Annual Pavment Monthlv Dues 201 B2 573 1.1780% $ 1,314.77 109.56 202 B 546 1,1780% $ 1,314.77 109.56 203 A2 719 1.1780% $ 1,314.77 109.56 204 A 716 1,1780% $ 1,314.77 109.56 205 B 546 1.1760% $ 1,314.77 109.56 206 B 546 1.1780% $ 1,314.77 109.56 207 A 716 1.1780% $ 1,314.77 109.56 208 A 716 1.1780% $ 1,314.77 109.56 209 B 546 1.17B0% $ 1,314.77 109.56 210 B 546 1.1780% $ 1,314.77 109.56 211 A 716 1.1780% $ 1,314.77 109,56 212 A 716 1.1780% $ 1,314.77 109.56 213 B 546 1.1780% $ 1,314.77 109.56 214 B 546 1.1760% $ 1,314.77 109.56 215 A 716 1.1780% $ 1,314.77 109.56 216 A 716 1.1780% $ 1,314.77 109.56 217 D 724 1.1780% $ 1,314.77 109.56 218 D 724 1.1780% $ 1,314.77 109.56 219 c 728 1.1780% $ 1,314.77 109.56 220 c 728 1,1780% $ 1,314.77 109.56 221 B 546 1.1780% $ 1,314.77 109.56 222 B 546 1,1780% $ 1,314.77 109,56 223 A 716 1,1780% $ 1,314.77 109.56 224 A 716 1.1780% $ 13314.77 109.56 225 B 546 1.1780% $ 1,314.77 109.56 226 B2 573 1,1780% $ 1,314.77 109.56 227 A 716 1,1780% $ 1,314.77 109.56 228 A2 719 1,1780% $ 1,314.77 109.56 301 B2 573 1.1780% $ 1,314.77 109,56 302 B 546 1,1780% $ 1,314.77 109.56 303 A2 719 1,1780% $ 1,314.77 109.56 304 A 716 1,1780% $ 1,314.77 109.56 305 B 546 1,1780% $ 1,314.77 109.56 306 8 546 1.1780% $ 1,314.77 109.56 307 A 716 1,1780% $ 1,314.77 109.56 308 A 716 1.1780% $ 1,314.77 109,56 309 B 546 1,1780% $ 1,314.77 109.56 310 ` B 546 1,1780% $ 1,314.77 109.56 311 A 716 1.1780% $ 1,314.77 109.56 312 A 716 1.1780% $ 1,314.77 109.56 313 B 546 1.1780% $ 1,314.77 109.56 Page 1 of 2 314 B 546 1.1780% $ 1,314.77 109.56 315 A 716 1.1780% $ 1,314.77 109.56 316 A 716 1,1780% $ 1.314.77 109.56 317 D 724 1.1780% $ 1,314.77 109.56 318 D 724 1,1780% $ 1,314.77 109,56 319 C 728 1,1780% $ 1,314.77 109.56 320 C 728 1,1780% $ 1,314.77 109.56 321 B 546 1,1780% $ 1,314.77 109.56 322 B 546 1,1780% $ 1,314.77 109.56 323 A 716 1.1780% $ 1,314.77 109.56 324 A 716 1 A 780% $ 1.314.77 109.56 325 B 546 1,1760% $ 1,314.77 109.56 326 B2 573 1.1780% $ 1,314.77 109.56 327 A 716 1.1780% $ 1,314.77 109.56 328 A2 719 1.1780% $ 1,314.77 109.56 ;onvenibie Space 18,683 34.0320% $ 37,983.16 3,165.26 11 TOTALS 54,899 100.0000% $ 111,610.11 9,300.84 Residential 73,626.96 Commercial 37,983.15 RECORDED IN CLERKS OFFICE OF ALBEMARLE COUNTY ON November 25,2008 AT 2:34:25 PM $0.00 GRANTOR TAX PD Page 2 of 2 AS REQUIRED BY VA CODE958.1-802 STATE: $0.00 LOCA $0.00 LBEMAR�CO �ER A M pC