Amended Bylaws
of Reston Association
Article I Interpretive Provisions
Section I.1. Name.
The name of the corporation is Reston Association,
hereinafter referred to as the “Association”.
Section I.2. Definitions. Terms
used herein without definition shall have the meanings
specified for such terms in the Nonstock Corporation
Act and the Property Owners’ Association Act
(“POAA”). Capitalized terms used
herein shall have the meanings specified for such terms
herein or in the Deed or Articles of Incorporation
(collectively with these Bylaws, the “Reston
Documents”).
Article II Policies
Consistent with the purposes of
the Association set forth in the Deed, it shall be
the policy of the Association to:
1. Foster the fullest usage of
the lands and facilities managed by it and serve the
leisure time needs of the Association residents by
establishing and seeking actively to have established
leisure time programs in the Association facilities
and lands.
2. Encourage the involvement of
other organizations and agencies in promoting the peace,
health, comfort, safety, and general welfare of Reston
residents.
3. Represent its interests,
where appropriate, before public and private organizations.
4. Encourage maximum volunteer
member participation in the affairs of the Association.
5. Utilize professional management
necessary to assure attainment of Association purposes
and these and other policies as may be established
by the Board of Directors.
Article III Meetings of
Members
Section III.1. Annual Meeting. The
Annual Meeting of Members shall be held on the second
Tuesday in April or such other date in April and at
such place and time as the Board of Directors may determine. The
purposes of the Annual Members Meeting are to: (1)
hear reports on the state of the Association; (2) receive
and hear the results of the election of Directors and
any other referenda; and (3) receive comments from
Members.
Section III.2. Special
Meetings. Special Meetings of Members may
be called by a majority vote of the Board of Directors
at a meeting where a quorum is present. The
purpose of the meeting shall be limited to such business
described through the vote of the Board of Directors
or in the petition of Members and in Notice to the
Members.
Section III.3. Notice of
Meetings. Written Notice stating the
place, date, and time of each Annual Meeting and,
in the case of a Special Meeting of the Members,
the purposes for which the Special Meeting is called
shall be given by the Secretary (or as directed by
the Secretary) to each Member entitled to vote at
such meeting not less than ten or more than fifty
days before the date of the meeting.
Section III.4. Quorum. There
shall be no quorum requirement for the conduct of business
atan Annual Meeting or a Special Meeting of the Members.
Article IV Voting
Member voting rights, manner of
Member voting, Member exercise of vote, referenda,
and the recordation date to determine those Members
entitled to vote are delineated in Deed Section III.4.
Article V Board of Directors
The powers and duties of the Board
of Directors; the number, composition, and terms of
Directors; and the removal, resignation, or vacancy
of Board Directors are delineated in Deed Section III.5.
Section V.1. Method of
Nomination.
(a) Petition of Candidacy.
Except for the Category B Director seat, thecandidates
for election shall file a petition of candidacy for
either an at-large or a district seat, but not both,
with the Secretary or chair of the Elections Committee,
by the date set by the Board of Directors. The petition
shall be signed by Members of not less than twenty-five
different households who are eligible to vote for such
seat. An incumbent Director who is in the first or
second year of a three-year term and chooses to file
a petition of candidacy for a different seat is not
required to resign from the current seat. He
shall choose which of the seats he will accept immediately
following the election. Any subsequent resignation
shall be treated as a vacancy pursuant to Deed Section
III.5(d)(3).
(b) Statement of Candidacy.
Except for the Category B Director seat, the candidates
shall also file, with the Secretary or chair of the
Elections Committee, a signed statement of candidacy,
which shall include his name, real property address,
and Director seat sought. The statement of candidacy
may include a description of the candidate’s
qualifications and goals in accordance with any Rules
and Regulations adopted by the Board of Directors.
(c) Category B Nominations.
The Board of Directors may adopt any resolutions that
provide for the method of nomination of a candidate
by Category B Members, who shall also have the right
on the ballot to write-in any person eligible for election.
(d) Eligibility.
Except for candidates for the Category B Director seat,
no person shall be eligible for election or to serveas
a member of the Board of Directors unless such person
is a Member, residing in a residential property
within the Reston Master Plan, and has no unpaid
fee, regular or Special Assessment, attorneys’ fees
or costs, and/or outstanding violation of the Association
Documents. No employee of the Association may
serve as a Director.
Section V.2. Method of
Election. Election of all Directors shall
be by referendum. Cumulative voting is not permitted.
Those candidates receiving the largest number of
votes shall be elected. In case of a tie vote between
candidates, the winner among those candidates shall
be determined by lot at the Annual Meeting pursuant
to any resolutions adopted by the Board of Directors.
Section V.3. Meetings of Board
Directors.
(a) Initial Board Meeting.
The Initial Meeting of the newly composed Board of
Directors shall be held on the day following the Annual
Meeting of Members, at a place and time to be set by
the Board of Directors. The primary purpose of
such meeting shall be to elect Officers.
(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, provided, however,
that 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 or at the request of any two Directors.
Notice of Special Meetings shall be provided to the
Directors at least two days in advance by first-class
mail, telegram, telephone, hand delivery, or electronic
means in accordance with any resolutions adopted by
the Board of Directors, unless waived by a Director
by attendance at the meeting or by written waiver signed
before or after the meeting.
(d) Notice of Board Meetings.
Notice of the time, date, and place of each meeting
shall be published where it is reasonably calculated
to be available to a majority of Members and shall
be sent by first-class mail or by electronic means
to any Member requesting such notice. Any Member
may make a request to be notified on a continual basis
of such meetings of the Board of Directors, in accordance
with the POAA, as may be amended, and any resolutions
adopted by the Board of Directors.
(e) Open Meeting Requirement.
All meetings of the Board of Directors shall be open
to the Members, in accordance with the POAA, as may
be amended, and any resolutions adopted by the Board
of Directors.
(f) Conduct of Meetings.
The President shall preside over meetings of the Board
of Directors and the Secretary shall keep the minutes
of the meetings and record all resolutions adopted
at the meetings and proceedings occurring at the 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, as appropriate, when not in
conflict with the POAA, the Nonstock Corporation Act,
as both statutes may be amended, or the Reston Documents.
(g) Location of Meetings.
The Board of Directors may hold their meetings in the
Commonwealth of Virginia or outside the Commonwealth
as the Board of Directors may from time to time determine.
(h) Action by Directors
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
a consent in writing setting forth the action taken
shall be signed either before or after such action
is taken by all of the Directors. Any such
written consent shall have the same force and effect
as a unanimous vote and shall be filed with the minutes
of the Board of Directors.
(i) Use of Technology.
A meeting may be conducted by telephone or videoconference
or similar electronic means, in accordance with the
POAA, as may be amended, and any resolutions adopted
by the Board of Directors. Directors participating
in such a manner may vote and shall be deemed present
for such a meeting.
(j) Voting by Secret Ballot.
Voting by secret or written ballot in an open meeting
shall not be permitted except for the election of Officers.
(k) Executive Session.
The Board of Directors may convene in executive session,
in accordance with the POAA and the Nonstock Corporation
Act, as may be amended, and any resolutions adopted
by the Board.
(l) Recording Meetings
of the Board of Directors. Any Member may
record any open portion of a meeting of the Board
of Directors, as permitted in the POAA, as may be
amended, and, pursuant to, any resolutions adopted
by the Board of Directors.
(m) Agenda Packets. Members
shall have the right to review agenda packets and materials,
as permitted in the POAA, as may be amended, and, pursuant
to, any resolutions adopted by the Board of Directors.
(n) Member Comments. Members
shall have the right to be heard at meetings, as permitted
in the POAA, as may be amended, and, pursuant to, any
resolutions adopted by the Board.
(o) Quorum.Except
as otherwise provided in the Reston Documents, a majority
of the Directors shall constitute a quorum for the
transaction of business. A quorum of Directors must
be present, at all times during a meeting, except as
provided in Deed Section III.5(d)(3).
(p) Manner of Acting. The
act of a majority of the Directors present at a meeting
at which a quorum exists shall be an act of the Board
of Directors, unless a greater number is required by
the Reston Documents.
V.4 Removal. Any Director
may be removed for cause pursuant to Deed Section III.5(d)(1).
Article VI Officers
Section VI.1. Designation
and Duties of Officers.
(a) Designation. The
Officers of the Association shall be a President, Vice
President, Chief Executive Officer (“CEO”),
Secretary, and Treasurer. The Board of Directors may
elect such other Officers as it deems desirable. No
person may hold more than one office. The President
and Vice President shall be elected Directors. The
remaining Officers need not be Directors, but shall
be residents of the Property. Any Member in Good Standing
may serve as an Officer of the Association.
(b) Duties of Officers.
Except as otherwise provided by the Reston Documents,
the Officers each shall have such powers and duties
as generally pertain to their respective offices, and
as may be conferred by the Board. If any Officer is
unable for any reason to perform the duties of the
office, the 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.
Section VI.2. Election
of Officers. Except for the CEO, Officers
shall be elected annually by the Board of Directors
at its Initial Meeting and serve until their successors
are duly elected. The Board of Directors shall appoint
a CEO, who shall be qualified by reason of education
and experience, and determine the CEO’s tenure,
compensation and other terms of employment.
Section VI.3. Resignation
or Removal of Officers.
(a) Resignation.
Any Officer may resign by delivering written notice
to the Board of Directors. Unless otherwise specified
in the notice, such resignation shall take effect upon
the receipt thereof, and acceptance by the Board of
Directors of such resignation shall not be necessary
to make it effective.
(b) Removal. Any
Officer may be removed by the Board of Directors whenever
the Officer loses his Good Standing status, or in the
judgment of the Board of Directors, the best interests
of the Association will be served thereby.
Section VI.4. Vacancies.A
vacancy in any office may be filled by the Board of
Directors for the unexpired portion of the term.
Section VI.5. President. The
President shall be the chairman of the Board of Directors
and all meetings of Members and shall be an exofficio member
of all Board Committees. The President, as well as
the CEO, shall have the authority to execute all deeds,
contracts, or other documents on behalf of the Association.
Section VI.6. Vice President. The
Vice President shall exercise the duties of the President
in his absence.
Section VI.7. Chief Executive
Officer. The CEO shall administer the affairs
of the Association subject to the provisions of the
Reston Documents and the policies of the Board of
Directors. The CEO shall, as well as the President,
have authority to execute all deeds, contracts, or
other documents on behalf of the Association. The
CEO shall prepare a biennial budget and upon its
approval by the Board shall have the authority to
disburse the sums appropriated. The CEO shall
be responsible for any monies of the Association
coming into the CEO’s possession, for keeping
accounting records, for preparation of financial
statements and reports, and for filing and paying
timely tax returns. The CEO shall have control
over personnel and compensation schedules within
limits of the approved budget. The CEO shall
hire employees upon merit and fitness alone, and
when the CEO deems it necessary for the good of the
Association, shall suspend or remove employees in
accordance with personnel policies adopted by the
Board of Directors. The CEO may be required
to give bond in such form and amount as may be determined
by the Board. The CEO shall name an Acting
CEO to exercise the CEO’s duties in the CEO’s
temporary absence.
Section VI.8.Secretary. The
Secretary shall: keep the minutes of all meetings of
the Association and of the Board of Directors; record
all resolutions adopted by Board of Directors; have
charge of such books and papers as the Board of Directors
may direct and as may be required by Section 13.1-932
of the Nonstock Corporation Act and Section 55-510
of the POAA; give or cause to be given all notices
required to be given by the Association; publish a
copy of Board resolutions and the Rules and Regulations
and notify each Member of any amendment thereto; maintain
a register setting forth the place to which all notices
to Members hereunder shall be delivered; file or cause
to be filed the annual reports required by Section
13.1-936 of the Nonstock Corporation Act and Section
55-516.1 of the POAA, or as otherwise required by law;
make it possible for any Member to inspect and copy
at reasonable times and by appointment the records
of the Association; and, in general, perform all the
duties incident to the Office of Secretary. The
Secretary shall be assisted by and may delegate ministerial
or non-discretionary duties to an Assistant Secretary
appointed by the Board of Directors.
Section VI.9.Treasurer. In
coordination with the Association’s staff and
the Association’s independent certified public
accountants, the Treasurer shall: monitor and report
to the Board of Directors, as needed, with respect
to Association funds and securities; ensure that full
and accurate financial records and books of account
showing all receipts and disbursements are kept and
that all required financial data, including the Statement
of Common Expenses required by Deed Section V.11 are
prepared; and, in general, perform all the duties incident
to the Office of Treasurer.
Article VII Fiscal
The basis of the Annual Assessment
and the Board of Directors responsibility to adopt
the annual budget and set aside reserves for repair
and replacement are delineated in Article V of the
Deed.
Article VIII Insurance
Section VIII.1.
General Provisions.
(a) Authority, Liability,
and Notice. The Board of Directors
shall have the power and responsibility on behalf
of the Association to: (1) purchase insurance policies
relating to the Common Area; (2) adjust all claims
arising under such policies; and (3) sign and deliver
releases upon payment of claims. The cost of
all insurance policies purchased by the Board relating
to the Common Area shall be a Common Expense or a
Limited Common Expense, as appropriate. The
Board of Directors shall not be liable for failure
to obtain any coverages required by this Article
or for any loss or damage resulting from such failure
(i) if such failure is due to the unavailability
of such coverages from reputable insurance companies;
or (ii) if such coverages are available only at demonstrably
unreasonable cost. Exclusive authority to negotiate
losses under policies purchased by or on behalf of
the Association shall be vested in the Board of Directors
or with its authorized representative.
(b) Policy Requirements.
(1) All policies of insurance shall
be written by reputable companies licensed or qualified
to do business in the Commonwealth of Virginia.
(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 Deed
Section V.9, assess any deductible amount necessitated
by the misuse or neglect of an Occupant, an Owner,
or such Owner’s tenant or such Owner’s
(or tenant’s) household, company, guests, employees,
agents, or invitees against the Lot owned by such Owner.
(3) Each such policy shall provide
that:
(i) the insurer waives any right
to claim by way of subrogation against the Association,
the Board of Directors, any Occupant, any Owner, and
the Owner’s household, companies, guests, employees,
tenants, agents, and invitees;
(ii) such policy shall not be cancelled,
invalidated, or suspended due to the conduct of any
Occupant, any Owner, or such Owner’s tenant or
such Owner’s (or tenant’s) household, company,
guests, employees, agents, and invitees, or of any
Member, Officer, or employee of the Board of Directors
without a prior demand in writing that the Board of
Directors cure the defect and it shall have so cured
such defect within thirty days after such demand;
(iii) such policy may not be cancelled
or substantially modified without at least thirty days
prior written notice to the Board of Directors; and
(iv) the Association is the First
Named Insured under such policy.
Section VIII.2.
Property Insurance.
(a) Coverage. The
Board of Directors shall obtain and maintain a property
insurance policy written on a Special Covered Causes
of Loss Form for full replacement cost of any improvements
located on the Common Area (exclusive of the land,
excavations, foundations, and other items normally
excluded from such coverage). The Board of Directors
shall also obtain and maintain appropriate coverage
on all personal property and real estate other than
the Common Area owned by the Association.
(b) Waivers and Endorsements. Each
such policy should 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 not to do so;
(2) the following endorsements
(or equivalent): (i) “no control” (to
the effect that coverage shall not be prejudiced by
any act or negl | 
