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Articles of Incorporation of
Flint Hill Manor Townhouses Association

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In compliance with the requirements of Chapter 2 of Title 13.1 of the Code of Virginia, the undersigned, do this day voluntarily associate themselves for the purpose of forming a non-stock and non-profit corporation and do hereby certify:

The name of the corporation is Flint Hill Manor Townhouses Association, hereafter called the "Association".

The registered office of the Association is located at 4103 Chain Bridge Road, Fairfax, Virginia 22030. The city in which the initial registered office is located is Fairfax City, Virginia.

The initial Registered Agent of the corporation is Ralph G. Louk who is a resident of Virginia and a member of the Virginia State Bar, and whose business office is the same as the registered office of the corporation.

The Association does not contemplate pecuniary gain or profit to its members and the specific purposes for which it is formed are to provide for the ownership, maintenance and preservation of certain real property within to certain tract to be known as Flint Hill Manor Townhouses, a subdivision in the County of Fairfax, Virginia, and for the maintenance and preservation of public and private property within the subdivision, including streets, easements, lawn and residential structures, and to promote the health and welfare of the residents within the subdivision, and for this purpose to:

exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain Declaration of Covenants, Conditions and Restrictions, hereinafter called the "Declaration", applicable to the property and recorded in the Office of the Clerk of the Circuit Court, Fairfax County, Virginia, and as the same may be amended from time to time as therein provided:
fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including licenses taxes or governmental charges levied or imposed against the property of the Association:
acquire, own, hold, improve, build upon, operate and maintain real or personal property in connection with the affairs of the Association:
borrow money, and with the assent of more than two-thirds (2/3) of each class of members, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred:
convey, sell or transfer or dedicate for public use, all or any part of the land owned by the Association to any public agency, authority or utility, provided notice of such proposal is included in a notice of a regular meeting of the membership:
participate in mergers and consolidation with other non-profit corporations organized for the same purposes, provided that any such merger or consolidation shall have the assent of more than two-thirds (2/3) of each class of members:
pursuant to the purposes for which the Association is formed, to have and exercise any and all powers, rights and privileges permitted to a non-profit corporation under the statutes of the Commonwealth of Virginia.
The corporation is intended to be a "residential real estate management association" as such term is used in Section 528 of the 1954 Internal Revenue Code, as amended, and as such is organized to operate to provide for the acquisition, construction, management, maintenance and care of association property with respect to the Flint Hill Manor Townhouses subdivision where all the lots or buildings of which may only be used by individuals for residences.

Every person or entity who is a record owner of a fee or undivided fee interest in any lot which is subject to the covenants of record, shall be a member of the Association, provided that any such persons or entities who has an interest merely as security for the performance of an obligation shall or be or become members. Ownership of a lot shall be the sole qualification for membership. Membership shall be appurtenant to and may not be separate from membership of a subdivision, and sale terminates membership.

The Association shall have two classes of voting members:

Class A. Class A members shall be all Owners, with the exception of Flint Hill Limited Partnership. Class A members shall be entitled to one vote for each lot owned. When more than one person holds an interest to any lot, all such persons shall be members. The vote for such lot shall be exercised, the co-owners among themselves determine, but in no event shall more than one vote be cast with respect to any one lot.

Class B. (1) The class B member shall be Flint Hill Limited Partners which shall be entitled to three (3) votes for each lot owned, provided in that the Class B member shall be entitled to only one vote for each lot or upon the happening of either of the following events:

when the total votes outstanding in Class A memberships equal the total votes outstanding in the Class B membership, or
on January 1, 1983, whichever event occurs earlier.

(2) Upon the conveyance of the final lot by Flint Hill Limited Partnership, Class B membership shall be terminated.

The affairs of the Association shall be managed by a Board of Directors and at all times the number constituting the Board shall not be less than three. Directors shall be selected by the majority vote of the voting members at the annual membership meeting. The membership shall determine at each annual meeting the number of directors to be elected at the next annual meeting. The names and addresses of the persons who constitute the initial board of directors until the selection of their successors are:

Robert J Harris, Potomac, Maryland
Robert J. Harris, Fairfax, Virginia
William P. Harris, Potomac, Maryland

The Association may be dissolved with the assent of the vote of more than two-thirds (2/3) of each class members, provided that upon dissolution, merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. During the existence of the association and upon its dissolution, no part of its net earnings or assets shall inure to the benefit of any member.

The Association shall not sell or dispose of any common open space to an entity other than one conceived and organized to own or maintain the common open space without first offering to dedicate the same to the County of Fairfax or other appropriate governmental agency.

This Association shall exist perpetually.

Amendment to these Articles shall require the assent of sixty-seven percent (67%) of the entire membership.

IN WITNESS WHEREOF, we, being all of the directors of Flint Hill Manor Townhouses Association, have hereunto set our hands this 8th day of January, 1980.

Robert J. Harris
Robert J. Harris, Jr.
William P. Harris