BYLAWS OF THE WATERFORD CITIZENS' ASSOCIATION

PREAMBLE

The residents of the Waterford Area, in order to foster community action, to further the common good and general welfare of the community, to secure improvements and to maintain the Waterford Area as a desirable and attractive community in which to live, do hereby establish this Association, a nonprofit, nonstock corporation under the provisions of Chapter 10 of Title 13.1 of the Code of Virginia, as amended. The name of this organization is the Waterford Citizens' Association.

ARTICLE ONE

Membership

Section 1. Eligibility. There shall be two classes of membership of the Association comprised of the following categories:

(a) Regular Members

(1) Individual Adult Member - Every resident or property owner of the Waterford Area who is eighteen (18) years of age or older, who notifies the Secretary of his or her desire to become a regular member, and who pays the dues assessed by the Association for an Individual Adult Member, shall be eligible for membership in the Association and to participate in all Association activities, and shall be entitled to one (1) vote.

(2) Household Members — Two or more residents who reside together in a common household and who otherwise meet all of the requirements of an Individual Household Member, who notify the Secretary of their joint desire to become regular members, and who pay the dues assessed by the Association for Household Members, shall be eligible for membership in the Association and to participate in all Association activities, and shall be entitled to one vote for each Household Member to a maximum of two (2) votes.

(3) Individual Youth Member - An individual resident of the Waterford Area who is between fifteen (15) and eighteen (18) years of age, and who notifies the Secretary of his or her desire to become a regular member, and who pays the dues assessed by the Association for an Individual Youth Member, shall be eligible for membership in the Association and to participate in all Association activities, and shall be entitled to one (1) vote.

(4) Business Member - Any enterprise that is licensed to conduct business by the County of Loudoun and whose principal place of business is located in the Waterford Area, who notifies the Secretary of its desire to become a regular member, and who pays the dues assessed by the Association for a Business Member, shall be eligible for membership in the Association and to participate in all Association activities, and shall be entitled to one (1) vote.

(5) Nonprofit Member — Any entity that has qualified as a tax-exempt organization under the revenue laws of the United States or of the Commonwealth of Virginia and whose headquarters or principal address is located in the Waterford Area, who notifies the Secretary of its desire to become a regular member, and who pays the dues assessed by the Association for a Nonprofit Member, shall be eligible for membership in the Association and to participate in all Association activities, and shall be entitled to one (1) vote.

(b) Associate Members - Any person not eligible for membership as a regular member who demonstrates a commitment to the objectives of the Association, who notifies the Secretary of his or her desire to become an Associate Member, and who pays the dues assessed by the Association for an Associate Member, shall be eligible for membership in the Association and to participate in all Association activities, but shall not be entitled to vote or to serve as an officer or standing-committee chairperson.

Section 2. Definition of Waterford Area. For the purposes of determining eligibility for membership, the Waterford Area shall mean the territory defined in the map attached to these Bylaws as Exhibit 1.

Section 3. Determination of Eligibility. The Secretary is empowered to make reasonable inquiry to determine the eligibility of any applicant for membership. In any instance in which the Secretary believes an applicant does not meet the requirements for membership, eligibility shall be referred by the Secretary to the Board of Directors for final determination.

Section 4. Transfer. A member may not transfer his or her membership to any other person.

ARTICLE TWO

Meetings, Voting and Quorums

Section 1. Meetings.

(a) Annual Meeting - The annual membership meeting shall be held in the first quarter of each year.

(b) Regular Meetings - Regular meetings of the Association will be held in the discretion of the Board of Directors, with a minimum of one meeting held in each quarter of the year. The annual meeting also shall constitute the regular meeting for the first quarter of the year.

(c) Special Meetings - Special meetings of the Association for emergency action, special projects and the like, may be called by the President at any time.

Section 2. Voting. Each regular member in good standing shall be eligible to vote as provided in Article One, Section 1(a), at any membership meeting at which such regular member is present. Proxy voting will not be permitted at any membership meeting or election. A complete and current list of the members entitled to vote at any meeting, along with their addresses and voting classification, shall be maintained at all times by the Secretary and shall be available for inspection by any member at any meeting or at such other times upon reasonable request.

Section 3. Quorum. Fifteen (15) regular members, including the officers, shall constitute a quorum for the transaction of business at any validly called meeting.

Section 4. Notice. Notice of the annual meeting and all regular meetings shall be given to all members in writing (i.e. e-mail, delivered or mailed flyer) no less than ten (10) or more than thirty (30) days in advance. Notice of special meetings shall be given to all members in writing at least three (3) days in advance. Notice shall include the time, place and purpose of the meeting. This section shall not prohibit the Secretary from notifying any other persons of any meeting.

Section 5. Waiver of Notice. Any notice required by the Articles of Incorporation, these Bylaws, or the laws of the Commonwealth of Virginia may be waived in writing by any person entitled to such notice. The waiver or waivers may be executed either before, at, or after the event with respect to which notice is waived. Each member or director attending a meeting without protesting the lack of proper notice prior to the conclusion of the meeting shall be deemed conclusively to have waived such notice.

ARTICLE THREE

Dues

Section 1. Annual Dues. The annual dues shall be determined by vote of the regular members at the annual meeting each year. Annual dues shall be for the one-year period ending upon the adjournment of the next annual meeting.

Section 2. Good Standing. A member shall be considered in good standing only if his or her dues are paid in full and they meet all other requirements for membership provided in Article One, Section 1.

ARTICLE FOUR

Officers and Directors

Section 1. Officers. The officers of the Association, consisting of the President, Vice President, Secretary, and Treasurer, shall hold office for a one (1) year term or until their successors are duly elected. At all times during their term of office, the officers must be regular members of the Association in good standing.

(a) President. The President shall preside at all meetings of the membership and of the Board, shall prepare an annual budget in consultation with the other officers for submission to the members for vote at the annual meeting following his or her election, and shall perform such other duties as are incident to his or her office or are properly required of him or her by the members.

(b) Vice President. The Vice-President, in the absence of the President, shall perform all the duties of the President.

(c) Secretary. The Secretary shall record the corporate minutes of the membership and Board meetings in such form as to be a permanent record, and shall maintain such other records as may be required of him or her by the President or the members. The Secretary shall have charge of the correspondence, notify members of meetings, notify regular members of their election to office, keep a roll of members in good standing, including their address and voting category, and shall carry out such other duties incident to the office of Secretary as the President may request or the members may assign.

(d) Treasurer. The Treasurer shall collect, receive and safely keep all monies due or belonging to the Association, including membership dues. He or she shall pay out monies belonging to the Association only upon concurrence of the President. Disbursement of available funds shall be made within thirty (30) days of member approval or, if the obligation is billed at a later date, within thirty (30) days of the billing date. The Treasurer’s books at all times shall be open to inspection by the Board and the members. The Treasurer shall report in writing to the members at every regular meeting the condition of the Association’s finances, including all unpaid liabilities and conformity with the annual budget. At the annual membership meeting, the Treasurer shall render an account of all monies received and expended during the previous fiscal year. The Treasurer shall maintain a current list of members, organized by class and category, that have paid the annual dues and shall provide the list and any revisions to the Secretary.

The offices of Secretary and Treasurer may be held by the same person.

Section 2. Nominations, Elections and Vacancies.

(a) Nominations - Nominations for officers shall be made by a nominating committee. This committee shall consist of three regular members in good standing appointed by the President at the regular meeting held in the third quarter of the year. The committee shall report its slate of officers for vote by the regular members at the next regular meeting held in the fourth quarter. Members of the nominating committee may not succeed themselves in office.

(b) Elections - All officers shall be elected by a majority vote of those regular members present and comprising a quorum at the regular meeting held in the fourth quarter of the year. They shall assume office on January 1st following their election.

(c) Vacancies - Should an office become vacant during the year, the President shall appoint a regular member of the Association in good standing to assume that office and to serve the remainder of the term of such office.

Section 3. Removal of Officers. The regular members may remove any officer of the Association if such action, in the judgment of the members, is in the best interest of the Association. Appointment or election to an office shall not establish or create contract rights to that office. A vote on removal of an officer may occur at any regular or special membership meeting by a two-thirds vote provided such proposed action has been included in the meeting notice.

Section 4. Board of Directors. The Board shall be comprised of the chairpersons of each standing committee, together with the President, Vice President, Secretary, Treasurer and the immediate Past President, all of whom shall be regular members in good standing. A quorum of the Board shall consist of one half of the members of the Board. Action shall only be taken upon the affirmative vote of a majority of Board members present and comprising a quorum at a meeting convened upon no less than three (3) days advanced written notice. The Board shall be empowered to act for the Association between meetings. All actions of the Board shall be reported to the first meeting of the Association following the action.

ARTICLE FIVE

Standing Committees

There shall be ten (10) standing committees of the Association, the chairperson of each shall be appointed by the President.

Fund Raising

Beautification

Streets (including maintenance, signs, lights & traffic)

Hospitality

Fourth of July

Cemetery

Youth Activities

Audit

Water and Sewer

Land Use

ARTICLE SIX

General Provisions

Section 1. Calendar. The fiscal year of the Association shall begin on the 1st day of January and end on the 31st day of December of each year.

Section 2. Amendments. Amendments to the Articles of Incorporation and these Bylaws shall be adopted upon receiving a two-thirds vote of those regular members present and comprising a quorum, provided that notice of the proposed amendment shall have been presented at the last prior regular meeting.

Section 3. Procedures. All meetings of the Association shall be conducted in accordance with Roberts Rules of Order.

Section 4. Construction. All words used in these Bylaws will be construed to be of such gender or number as the circumstances require.

ARTICLE SEVEN

Dissolution

The Association may be dissolved at any time by recommendation of the Board of Directors approved in writing by more than two-thirds of the regular members in good standing. In the event of the dissolution of the Association, whether voluntary or involuntary or by operation of law, none of the assets of the Association shall be distributed to any member, but after payment of all lawful debts of the Association, its property and assets shall be given to a charitable organization or organizations of the kind described in Section 501 of the Internal Revenue Code of 1954, such organization or organizations to be selected by the Board of Directors.

Approved on February 27, 2001

James J. Behan

President

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