ByLaws for the Gleason 

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TABLE OF CONTENTS
ARTICLE 1. General Provisions.........................................................................................................
1.1. Name.....................................................................................................................................
1.2 Compliance...........................................................................................................................
1.3. Office. ...................................................................................................................................
1.4. Definitions............................................................................................................................
ARTICLE 2. Unit Owners’ Association.............................................................................................
2.1. Composition. ........................................................................................................................
2.2. Annual Meetings..................................................................................................................
2.3. Place of Meetings.................................................................................................................
2.4. Special Meetings..................................................................................................................
2.5. Notice of Meetings...............................................................................................................
2.6. Quorum and Adjournment of Meetings. ............................................................................
2.7. Order of Business.................................................................................................................
2.8. Conduct of Meetings. ..........................................................................................................
2.9. Voting...................................................................................................................................
2.10. Proxies..............................................................................................................................
2.11. Unit Owners’ List for Meeting. ......................................................................................
2.12. Access to Association Records. ......................................................................................
ARTICLE 3. Board of Directors ........................................................................................................
3.1. Powers and Duties. ..............................................................................................................
3.2. Managing Agent...................................................................................................................
3.3. Number and Term of Office..............................................................................................
3.4. Election of Directors..........................................................................................................
3.5. Removal or Resignation of Directors...............................................................................
3.6. Vacancies............................................................................................................................
3.7. Meetings of Directors........................................................................................................
3.8. Action Without Meeting....................................................................................................
3.9. Compensation.....................................................................................................................
3.10. Board of Directors as Agent..........................................................................................
3.11. Liability of the Board, Officers, Unit Owners and Association. ................................
3.12. Common or Interested Directors. .................................................................................
ARTICLE 4. Officers .........................................................................................................................
4.1. Designation and Duties......................................................................................................
4.2. Election of Officers............................................................................................................
4.3. Removal or Resignation of Officers.................................................................................
4.4. President. ............................................................................................................................
4.5. Vice President. ...................................................................................................................
4.6. Secretary.............................................................................................................................
4.7. Treasurer.............................................................................................................................
4.8. Execution of Documents. ..................................................................................................
4.9. Compensation of Officers. ................................................................................................
ARTICLE 5. Operation of the Condominium..................................................................................
5.1. Determination of Common Expenses and Assessments. ................................................
5.2. Payment of Common Expenses. .......................................................................................
5.3. Collection of Assessments. ...............................................................................................
5.4. Statement of Common Expenses......................................................................................
5.5. Maintenance, Repair, Replacement and Other Common Expenses. ..............................
5.6. Additions, Alterations or Improvements by the Board of Directors. .............................
5.7. Additions, Alterations or Improvements by the Unit Owners. ......................................
5.8. Architectural Control by Board of Directors. .................................................................
5.9. Restrictions on Use; Rules and Regulations. ..................................................................
5.10. Right of Access.............................................................................................................
5.11. Utility Charges; User Fees. ..........................................................................................
5.12. Storage; Disclaimer of Bailee Liability........................................................................
5.13. Cooperation with Commercial Unit Owners. ..............................................................
ARTICLE 6. Insurance .....................................................................................................................
6.1. General Provisions............................................................................................................
6.2. Property Insurance. ............................................................................................................
6.3. Liability Insurance. ............................................................................................................
6.4. Other Insurance..................................................................................................................
6.5. Unit Owner Insurance........................................................................................................
6.6. Insurance Trustee...............................................................................................................
ARTICLE 7. Repair and Reconstruction After Fire or Other Casualty..........................................
7.1. When Repair and Reconstruction are Required...............................................................
7.2. Procedure for Reconstruction and Repair. .......................................................................
7.3. Disbursements of Construction Funds..............................................................................
7.4. When Reconstruction Is Not Required.............................................................................
ARTICLE 8.Mortgages.....................................................................................................................
8.1. Notice to Board of Directors.............................................................................................
8.2. Notice of Default, Casualty, or Condemnation................................................................
8.3. Notice of Amendment of Condominium Instruments.....................................................
8.4. Notice of Change in Managing Agent..............................................................................
8.5. Mortgagees' Approvals......................................................................................................
8.6. Other Rights of Mortgagees. .............................................................................................
ARTICLE 9. Compliance and Default..............................................................................................
9.1. Relief. .................................................................................................................................
9.2. Lien for Assessments.........................................................................................................
9.3. Supplemental Enforcement of the Lien............................................................................
9.4. Subordination and Mortgage Protection...........................................................................
ARTICLE 10. Amendments to Bylaws ............................................................................................
10.1. Amendments. .................................................................................................................
10.2. Approval of Mortgagees................................................................................................
10.3 Approval of Commercial Unit Owners. ...........................................................................
ARTICLE 11. Miscellaneous ............................................................................................................
11.1. Notices............................................................................................................................
11.2. Captions..........................................................................................................................
11.3 Gender. ...............................................................................................................................
11.4 Construction. ......................................................................................................................
Exhibit A. Resale Certificate ..............................................................................................................
Exhibit B. Maintenance Responsibility Chart ...................................................................................

BYLAWS OF
THE GLEASON CONDOMINIUM UNIT OWNERS’ ASSOCIATION, INC.
ARTICLE 1. General Provisions
1.1. Name.
These Bylaws provide for the governance of The Gleason, a Condominium (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 The Gleason Condominium
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.

1.3. 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 Real Estate 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.

2.3. 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
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 (j) 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.

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. 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.

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
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 the City of Charlottesville, 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
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.
(j) 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.
(l) 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.
(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 payment as may be established by the Board of
Directors in compliance with § 55-79.97 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 Real Estate
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 Real Estate
Board.
(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 employ for the Condominium a "Managing Agent"
at compensation to be established by the Board.
(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 shall
employ persons possessing a high level of competence in the technical skills necessary to proper
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), (j), (k), (l), (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;
(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.
(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.

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
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.
(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.

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 there under (except as Unit Owners), and that
each Unit Owner's liability there under shall be limited to the total liability there under 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
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
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 Real Estate Board and pay the required fee on 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
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 Individual Limited Common Elements except for
parking spaces; these are the sole responsibility of the Unit Owner to whose Unit such Individual
Limited Common Elements appertain. The budget shall include the cost of maintaining Floor
Limited Common Elements, which costs are included in the Common Expenses and paid based
on all Units’ Percentage Interests. 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 Individual
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
and Individual 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 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. Gas, water and sewer
service are provided by the City of Charlottesville public works department to the Condominium
and billed to the Association based on readings of master meters; the Association shall separately
meter gas, water, and sewer used by each Unit and shall bill each Unit monthly for gas, 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.
(4) Each Unit Owner shall be solely responsible for paying rent
associated with the lease of any parking spaces in the Parking Decks in excess of the space that
will be accorded such Unit as a rent-free Individual Limited Common Element. This is a
separate charge to Unit Owners in accordance with the terms of their respective space leases, and
is not included in Common Expenses.
(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 nonpayment
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
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
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, if any,
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 take 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 rata 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.

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 Individual Limited Common Elements (i.e. parking spaces), and 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
Individual 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). Further, the Units on
each of floors two through six, inclusive, shall have the right to make decisions regarding the
repair, replacement, and maintenance of the wall coverings, floor coverings, bathroom fixtures
and amenities, décor, and other elements of the Limited Common Elements on said floors. The
Unit Owners on each floor may determine by what vote such decisions are made among
themselves. 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.
(2) The Unit Owner of any Unit to which a balcony, porch, deck or
patio is appurtenant as an Individual Limited Common Element shall perform the normal
maintenance for such Individual 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 Individual 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.

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, Limited 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 Commercial Unit Owners on each floor shall also have the
right to perform non-structural improvements and modifications within the Floor Limited
Common Elements on the floor appurtenant to said Units, as agreed upon by the Unit Owners on
each floor in accordance with the voting procedure agreed upon among themselves, subject to
the architectural control set forth in Section 5.8 hereinbelow. 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, Limited Common Elements, 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 City of Charlottesville, 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 City of Charlottesville, Virginia, 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 Parking Decks. No vehicle repairs other than: (i) emergency maintenance; (ii) ordinary light
maintenance (excluding fluid changes and other operations which might soil the Parking Decks);
and (iii) normal cleaning, shall be permitted on the Parking Decks.
(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; provided, 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
Individual 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.
(b) Certain Rights and Easements of the Commercial Unit Owners. The
Commercial Unit Owners and all lessees 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 City of Charlottesville 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
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 loss 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)
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
(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
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
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 shall obtain and maintain:
(a) Fidelity. Blanket fidelity bond or employee dishonesty insurance policy to
protect against dishonest acts on the part of Officers, directors, trustees and employees of the
Association and all others who handle, or are responsible for handling, funds of the Association,
including the Managing Agent. The fidelity bonds shall: (i) name the Association as an obligee;
(ii) be written in an amount of $10,000, one-half the total annual condominium assessments for
the year, or the amount required by the Mortgagees, Fannie Mae, or the Federal Home Loan
Mortgage Corporation, whichever amount is greatest; 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
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
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
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,
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 8. 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
following destruction or condemnation) change any Unit's Percentage Interest except as provided
in § 55-79.44 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. In accordance with § 55-79.73:1(A) of the Act, if
the Association notifies a Mortgagee of additions or amendments 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
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
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.
(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, if any) or any special
assessment, or any other sum duly levied (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.
(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.

9.4. 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
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 February 19, 2010.


Exhibit A. Resale Certificate
THE GLEASON, A CONDOMINIUM
RESALE CERTIFICATE
This Resale Certificate is provided as of this _____ day of _________, 20___, by The
Gleason Condominium Unit Owners’ Association, Inc. (the “Association”), to
_____________________________________________________________________ (“Buyer”),
on behalf of __________________________________________________________ (“Seller”),
regarding Unit (s) ____________________ (collectively, the “Unit”) in The Gleason, A
Condominium, 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
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, the Limited Common Elements, or the
Individual 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 Real Estate 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.
d. 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).
e. A copy of the form of notice given to Unit Owners by the Association of any
current or pending rule or architectural violation.
16. Right of First Refusal and Resale Fee. If this Unit 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 or otherwise conveyed within one (1) year after
the original conveyance by the Declarant and within the Declarant Control Period, the
Seller must offer to the Declarant the right to repurchase the Unit at the same price for
which the Seller paid 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, 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 if Buyer sold the Unit.
17. To the extent applicable, the Association has filed with the Real Estate Board the annual
report required by Va. Code § 55-516.1. The filing number assigned by the Real Estate
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:
$_____________ Certificate fee (@ $0.10 per page)
$_____________ Rush fee (@ $25.00)
$_____________ Mailing cost
+
$_____________ TOTAL RECEIVED


Exhibit B. Maintenance Responsibility Chart
THE GLEASON, A CONDOMINIUM
MAINTENANCE, REPAIR AND REPLACEMENT RESPONSIBILITY CHART




Exhibit B. Maintenance Responsibility Guide
THE GLEASON, A CONDOMINIUM MAINTENANCE, REPAIR AND REPLACEMENT RESPONSIBILITY GUIDE

Interior floors, walls and ceilings (including paint, wallpaper, tile, linoleum, carpet and other flooring)

• Association Maintains
  • Those located within Common Elements and Limited Common Elements except as Units on Floors 2-6 desire to improve Floor Limited Common Elements beyond Common Expense Budget allocations
• Unit Owner Maintains
  • All located within a Unit and Individual Limited Common Elements appurtenant to the Unit

Plumbing (including pipes, fixtures and sprinklers)

• Association Maintains
  • Any located in and/or serving Common Elements and Limited Common Elements (e.g., common stairwells, attics and crawl spaces), and any blockages caused by roots
• Unit Owner Maintains
  • All located within a Unit, including fixtures and appliances attached thereto (e.g., hot water heaters, faucets and drains)

Electrical systems (including lines, meters, fuse boxes and fixtures)

• Association Maintains
  • Any located in and/or serving Common Elements and Limited Common Elements (e.g., common stairwells, attics and crawl spaces), and any exterior lines, poles and boxes not maintained by the power company
• Unit Owner Maintains
  • All wiring and fixtures located within a Unit and/or serving only that Unit (on the Unit side of the Unit’s fuse box, including the fuse box itself), also including meter if Unit is separately-metered

Heating, ventilating and cooling systems (including furnaces, air conditioners, filters, ducts and thermostats)

• Association Maintains
  • Any serving the Common Elements and Limited Common Elements
• Unit Owner Maintains
  • All located within a Unit and/or serving only that Unit (e.g., the a/c compressor located outside the Unit and the vents located within the Unit)

Storage areas located in the Common Elements, if any

• Association Maintains
  • All in all regards except routine cleaning
• Unit Owner Maintains
  • Routine cleaning of assigned storage areas, such as individual storage units in the residential storage room on the first floor, and all cleaning and maintenance of storage located in Individual Limited Common Elements, if any

Grounds, including all landscape, streets, any surface parking areas, and sidewalks

• Association Maintains
  • All, except those maintained by the City of Charlottesville
• Unit Owner Maintains
  • None

 
Building structure and exterior, including roof, exterior walls, trim, gutters, downspouts, foundation, stairwells, elevator, chimneys, parking structures and parking spaces

• Association Maintains
  • All
• Unit Owner Maintains
  • None

Doors and windows (exterior/interior finishes, frames, locks, screens and glass), including routine cleaning

• Association Maintains
  • Any constituting the Common Elements or Limited Common Elements; any replacement program or exterior finish maintenance the Board elects to conduct at its discretion
• Unit Owner Maintains
  • All located within a Unit (including both interior and exterior features) or part of Individual Limited Common Elements; materials and paint subject to the Association’s prior approval

Balconies, patios and railings

• Association Maintains
  • All structural repairs
• Unit Owner Maintains
  • ​Routine maintenance, painting and snow/ice removal: materials and paint subject to the Association's prior approval

NOTES:
1. 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.
3. The Association shall maintain the Floor Limited Common Elements appurtenant to
each of floors two through six, inclusive, using Common Expense Assessments,
which are based on Percentage Interests. Unit Owners on each of floors two through
six shall have the right to make additional improvements to their respective Floor
Limited Common Elements in accordance with the provisions of these Bylaws and in
accordance with any process for making such decisions that may be agreed upon
among the floor Unit Owners.