BYLAWS OF
HIRST FARM HOMEOWNERS' ASSOCIATION 

ARTICLE I 
NAME AND LOCATION 

The name of the corporation is HIRST FARM HOMEOWNERS' ASSOCIATION (the  "Association"). The principal office of the Association shall be located at Suite A, 7370 Grace  Drive, Columbia, Maryland, 21044, but meetings of members and directors may be held at such  places within the Commonwealth of Virginia as may be designated by the Board of Directors. 

ARTICLE II 
DEFINITIONS

All words defined in the Declaration of Covenants, Conditions and Restrictions applicable to the Property, which Declaration has been or shall be recorded in the Office of the Clerk of the Circuit Court of Loudoun County, Virginia, have the same definition when used herein. 

ARTICLE III 
MEETING OF MEMBERS 

Section 1. Annual Meetings. The first annual meeting of the Members shall be held 
Within one (1)year from the date of incorporation of the Association, and each subsequent 
regular annual meeting of the Members shall be held within ten (10) to twelve (12) months after 
the previous annual meeting, at such day and time, in Loudoun County, Virginia as shall be set 
by the Board of Directors provided, however, that it shall not be held on a legal holiday. 

Section 2. Special Meetings. Special meetings of the Members may be called at any 
time by the President, the Board of Directors, or upon written request of Members who are 
entitled to vote at least one-fourth (1/4) of ail of the votes of either class of Members. 

Section 3. Notice of Meetings. Written notice of each meeting of the Members shall 
be given by, or at the direction of, the Secretary of the Association or person authorized to call 
the meeting, by delivering or mailing a copy of such notice, postage prepaid, at least fifteen (15) 
days before such meeting to each Member entítled to vote thereat, addressed to the Members 
address last appearing on the books of the Association for the purpose of notice. Such notice 
shall specify the place, day and hour of the meeting and, in the case of a special meeting, the 
purpose of the meeting.  

Section 4. Quorum. The presence at the meeting of Members or their proxies 
entitled to cast at least ten percent (10%) of the votes of each class of Members shall constitute a 
quorum for any action, except as otherwise provided in the Articles of Incorporation, the 
Declaration or these Bylaws. If, however, such quorum shall not be present or represented at  
meeting, the Members entitled to vote thereat shall have the power to adjourn the meeting and to 
call another meeting without notice other than announcement at the meeting prior to 
adjournment, and the required quorum at any such subsequent meeting shall be one-half (1/2) of 
the required quorum at the preceding meeting.

Section 5. Proxies. At all meetings of Members, each Member may vote in person or 
by proxy. A11 proxies shall be in writing, in the form required by law, and filed with the 
Secretary of the Association. Every proxy shall be revocable and shall automatically cease upon 
conveyance by the Member of its Lot. 


ARTICLE IV 
BOARD OF DIRECTORS: SELECTION; OFFICE 

Section l. Number; Qualification. The affairs of this Association shall be managed  by a Board of Directors (the "Board") who need not be Members. No Member who has an  assessment against its Lot more than thirty (30) days past due shall be eligible to be a Director.  Any Director who has an assessment against its Lot more than thirty (30) days past due shall be  subject to removal by a majority vote of the other Directors. The initial Directors shall be  appointed by the Declarant or its designee. The initial number of directors shall be two (2),  which number may be increased to as many as nine (9). 

Section 2. Election. At the  annual meeting of Members after the termination of the Class B membership, the Members shall elect one-third (1/3) of the directors for a term of  one (l) year; one-third (l/3) of the directors for a term of two (2) years; and one-third (1/3) of the  directors for a term of three (3) years; and, as the terms of such directors expire, new directors  shall be elected by the Members at each annual meeting thereafter for terms of three (3) years  each. Election to the Board of Directors shall be by secret, written ballot. At such election the  members or their proxies may cast, with respect to early vacancy, as many votes as they are  entitled to exercise under the provisions of the Declaration. The persons receiving the largest  number of votes shall be elected. Cumulative voting is not permitted. 

Section 3. Nomination. Nomination for election to the Board of Directors may be  made by a Nominating Committee, if one is formed. Nominations may also be made from the  floor at the annual meeting. If a Nominating Committee is created, it shall consist of a  Chairperson, who shall be a member of the Board of Directors, and two (2) or more Members of  the Association. The Nominating Committee shall be appointed by the Board of Directors sixty (60) to ninety (90) days prior to each annual meeting of the Members, to serve until the close of  such annual meeting. The Nominating Committee shall make as many nominations for election  to the Board of Directors as it shall in its discretion determine, but not fewer than the number of  vacancies that are to be filled. Such nominations may be made from among Members or non-Members. 

Section 4. Replacement. Any Director may be removed from the Board in  accordance with Virginia Code  1 3.1-865, with or Without cause, by a majority vote of the  Members in accordance with Virginia law. In the event of death, resignation or removal of a  Director, that Director's successor shall be selected by the remaining members of the Board and  shall serve for the unexpired term of the predecessor.

Section 5. Compensation. No Director shall receive compensation for any service  he/she may render to the Association in his/her capacity as a Director. However, any Director may be reimbursed for his/her actual, reasonable expenses incurred in the performance of his/her  duties as a Director, as permitted by Virginia law.

Section 6. Action Taken Without a Meeting. The Directors Shall have the right to  take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Directors in accordance with Virginia law. Any action so taken shall  have the same effect as though taken at a meeting of the Directors. 

Section 7. Indemnification. Each Director, in consideration of his/her services as  such, shall be indemnified by the Association to the extent permitted by law against expenses and liabilities reasonably incurred by him/her in connection with the defense of any action, suit or proceeding, civil or criminal, to which he/she may be a party by reason of his/her past or  present role in the Association, unless such action was a result of gross neglect or willful 
misconduct of the Director. 

ARTÍCLE V 
MEETING OF DIRECTORS 

V Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be  held on a regular basis and at least four (4) times per year without notice and at such place and  hour as may be  from time to time by resolution of the Board. 

Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the president of the Association or by any two (2) Directors after not less than three (3) days' notice to each Director.

Section 3. Quorum. A majority of the Directors shall constitute a quorum for the 
transaction of business. Every act or decision done or made by a majority of the Directors 
present at a duly held meeting at which a quorum is present shall be regarded as the act of the 
Board. 

ARTICLE VI 
POWERS AND DUTIES OF THE BOARD OF DIRECTORS 

Section 1. Powers. The Board of Directors shall have power: 

(a) to adopt and publish rules and regulations governing the use of the Common Area 
and facilities and the personal conduct of the Members and their guests thereon and to establish 
penalties for the infraction thereof; 

(b) to suspend the voting rights and right of a Member to use any facilities or 
nonessential services offered by the Association, to the extent that access to the Lot through the 
Common Area is not precluded, during any period in which such Member shall be in default in 
the payment of any assessment levied against said Member by the Association. Such rights may 
also be suspended for a period not to exceed sixty (60) days for any infraction of publíshed rules 
and regulations. No assessment shall be refunded in the event of suspension; 

(c) to exercise for the Association all powers, duties and authority vested in or 
delegated to the Association, not reserved to the membership by other provisions of these 
Bylaws, the Articles of Incorporation or the Declaration;

(d) to declare the office of a member of the Board of Directors Vacant in the event 
such member shall be absent from three (3) consecutive regular meetings of the Board of 
Directors; 

(e) to retain an independent contractor and to employ a manager and such other 
employees as the Board deems necessary, and to prescribe the duties of employees and scope of 
services of independent contractors; 

(Í) to grant easements and licenses over the Common Area; and 

(g) to resubdivide  and/or adjust the boundary lines of the Common Area in 
accordance with governing law. 

Section 2. Duties. it shall be the duty of the Board of Directors; 

(a) to cause to be kept a complete written record of all its acts and corporate affairs 
and to present a statement thereof to the members at the annual meeting of the Members, or at 
any special meeting, when such statement is requested in writing by at least one-fourth (l/4) of 
the Class A Members who are entitled to vote;  

(b) to supervise all officers, agents and employees of the Association in the 
performance of their respective duties; 

(c) as more fully provided herein and in the Declaration: 

(i) to fix the amount of the Assessments (as defined in the Declaration) 
against each Lot at least thirty (30) days in advance of the annual assessment period; and 

(ii) to send or cause to be sent written notices of each such Assessment to 
every Owner subject thereto at least thirty (30) days in advance of the annual assessment period; 

(d) at the request of a Member or Mortgagee, to issue, or cause an appropriate officer 
or authorized agent to issue, a certificate setting forth whether any such Assessment has been 
paid; (A reasonable charge may be made by the Board for the issuance of such a certificate. 
Such certificate shall be conclusive evidence that any Assessment therein stated to have been 
paid has been paid.) 

(e) to procure and maintain adequate liability insurance and hazard insurance on the 
Common Area and any easement areas of which the Association is the beneficiary and has the 
obligation to maintain, which shall contain a severability of interest clause or endorsement and 
which shall preclude the insurer from denying the claim of any Owner because of the negligent 
acts of the Association or other Owners; 

(f) to cause  officers or employees having  responsibilities to be bonded, as 
required by the Declaration; and 

(g) to cause the Common Area to be maintained in accordance with the standard 
adopted by the Board.

ARTICLE VII 
OFFICERS AND THEIR DUTIES 

Section l. Enumeration of Officers. The officers of the Association Shall be a president and vice president, who at all times shall be members of the Board of Directors, a secretary, and a treasurer and such other officers as the Board may elect from time to time. 

Section 2. Election of Officers. The election of officers shall take place at the first  meeting of the Board of Directors following each annual meeting of the Members. 

Section 3. Term. The officers of this Association shall be elected annually by the  Board and each shall hold office for one (1) year unless such officer shall sooner resign, be removed, or otherwise be disqualified or unable to serve. 

Section 4. Special Appointments, The Board may elect such other officers as the  affairs of the Association may require, each of whom shall hold office for such period, have such  authority, and perform such duties as the Board may from time to time determine. 

Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to  the Board, the President or the Secretary. Such resignation shall be effective on the date of receipt of such notice or at any later date and time specified therein; and, unless otherwise  specified therein, the acceptance of such resignation shall not be necessary to make it effective. 

Section 6. Vacancies. A vacancy in any office may be filled in the manner prescribed for regular election.  The  officer elected to such vacancy shall serve for the remainder of the term of the officer replaced.

Section 7. Multiple Offices. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices, except in the case of special offices created pursuant to this Article, and except in the case of officers elected by the initial Directors who may hold more than one office. In no case shall the offices of President and Secretary be held by the Same person. 

Section 8. Duties. The duties of the officers are as follows: 

(a) President: The President shall preside at meetings of the Board of Directors,  see that orders and resolutions of the Board are carried out, and sign all contracts, leases,  mortgages, promissory notes, deeds and other written instruments on behalf of the Association; 

(b) Vice President: The Vice president shall act in the place and stead of the president in the event of the latter's absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him/her by the Board; 

(c) Secretary: The Secretary shall record the votes and keep the minutes of  meetings and proceedings of the Board and of the Members, keep the corporate seal of the Association and  affix it to all papers requiring said seal, serve notice of meetings of the Boardand of the Members, keep appropriate current records showing the Members, together with their addresses, and perform such other duties as required by the Board. 

(d) Treasurer: The Treasurer shall receive and deposit in appropriate bank accounts  all monies of the Association and disburse such funds as directed by resolution of the Board of  Directors, sign all checks of the Association, keep proper books of account, cause an audit of the Association books to be made by a public accountant is so required by a Mortagee, and prepare an annual budget  and a statement of income and expenditures to be presented to the membership at its regular annual meeting. 

Section 9. Delegation. The officers may delegate any of their duties to an agent hired for that purpose. 

ARTICLE VIII 
COMMITTEES 

The Board of Directors shall appoint an Architectural Review Board as provided in the Declaration and may appoint a Nominating Committee as provided in the Bylaws. In addition, the Board of Directors may appoint other committees as it deems appropriate in carrying out its responsibilities. It shall be the duty of each committee to receive complaints from Members on any matter involving Association functions, duties and activities within its field of responsibility.  1t shall dispose of such complaints as it deems appropriate or refer them to such other committee, Director or officer of the Association as is further concerned with the matter presented. 

ARTICLE IX 
BOOKS AND RECORDS 

The books, records and papers of the Association shall at all times during reasonable business hours be subject to inspection by any Member at the principal office of the Association. Copies may be purchased at a reasonable cost. 

ARTICLE X 
CORPORATE SEAL 

The Association shall have a seal in circular form having within its circumference the  name of the Association. 

ARTICLE XI 
AMENDMENTS 

These Bylaws may be amended at a duly noticed regular or special meeting of the Members  where a quorum is present by a majority vote by members entitled to vote and voting at the  meeting in person or by proxy, except that if any of the Lots are security for a loan guaranteed or  insured by the Veterans Administration (”VA") or the Federal Housing Administration ("FHA"),  and if there is a Class B Member, the FHA or the VA shall have the right to veto amendments.

ARTICLE XII 
SPECIAL AMENDMENTS 

Notwithstanding anything herein to the contrary, the Declarant may amend these Bylaws for any reason prior to the conveyance of a Lot to an Owner and thereafter may  make any amendment required by any of the federal mortgage agencies, such as the Veterans  Administration, Federal Housing Administration, Federal National Mortgage Association, or Federal Home Loan Mortgage Corporation, or by the Town of Purcellville or Loudoun County, Virginia, as a condition of the approval of these Bylaws, and shall give written notice of any such amendments to the Members.

Section 1. Fiscal Year.  The fiscal year of the Association shall begin on January 1 and end on December 31 of every year, except that the first  year shall begin on the date of incorporation of the Association. The dates fixing the  year may be adjusted at the discretion of the Board. 

Section 2. Conflict. In the ease of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall Control; in the case of any conflict between the Declaration  and these Bylaws, the Declaration shall control. 

IN WITNESS WHEREOF, We, being all of the Directors of Hirst Farm Homeowners’ 
Association, have hereunto Set our hands this 15th day of November, 2002.

Signed by:

(James M. Jost)

(F. Anthony Del Balzo)

scp/JDB Hirst Farm/ByLaws