Approved Changes as of April 12, 2022

Adopted December 13, 1990 (amended 1994, 1998, 2000, 2007, 2013 and 2022)

ARTICLE I: PURPOSE

The Association is organized to promote the common good and welfare of the people

of the community of Hollin Hills, including the provision of swimming, tennis and

other recreation facilities for the community, and for other non-profit purposes.

ARTICLE II: MEMBERS

SECTION 1. A household may be admitted to membership upon application and

payment of the charges and fees prescribed by or pursuant to these bylaws. Each

voting member shall have the rights and privileges set forth in Articles Six and Seven

of the Articles of Incorporation or elsewhere in these bylaws.

SECTION 2. A household that is not eligible for voting membership but that has a

membership in any recreational facility operated on Association property shall be a

Recreation Member. Each Recreation Member shall be entitled to vote as a voting

member of the association on matters relating to each recreational facility in which

the Recreation Member holds a membership, but shall have no vote as to other

matters. The Board of Directors may establish membership charges for Recreation

Members, which shall not exceed the membership charges for a voting member, and

which may be paid from the funds of the Pool or Tennis Club.

SECTION 3. Membership shall be terminated when the household fails to pay any

fees or charges within the time prescribed in these bylaws, or ceases to fulfill the

requirements for eligibility for membership prescribed in the Articles of

Incorporation.

ARTICLE III: FEES AND CHARGES

SECTION 1. The membership year for the Association shall be May 1 to April 30.

SECTION 2. Prior to April 20 of each year, the voting membership at its spring

meeting shall approve any changes in membership charges. Membership charges,

except as the membership may otherwise determine, shall be uniform for all voting

members. Notice of any proposed change in membership charges shall be given in

accordance with the provisions of Article IV, Section 3.

SECTION 3. Eligible households may become members at any time during the year.

The Board of Directors may reduce or eliminate membership charges for the first

membership year after residents have moved into Hollin Hills.

SECTION 4. On or before May 1 of each year, the Membership Secretary shall notify

each person eligible for voting membership and all non-voting members of the

charges applicable for such membership year to the membership or participation

rights for which such person is eligible. Except as the membership may otherwise

determine, payment of such charges shall be due on or before May 31. Members shall

continue in good standing from the time of payment of charges applicable thereto

until such charges are again due. Members who fail to pay charges within the

prescribed times shall thenceforth cease to be members but may be reinstated upon

payment of such charges within the membership year.

ARTICLE IV: MEMBERSHIP MEETINGS AND VOTING

SECTION 1. The spring meeting of the Association shall be held between March 15

and April 20 of each year and a fall meeting of the Association shall be held between

November 1 and December 15 of each year, at hours and places to be determined by

the Board of Directors. At the spring meeting the voting membership shall review the

financial results from the prior calendar year as presented by the Treasurer. At the fall

meeting the voting membership shall meet for the purpose of (1) reviewing and

voting on the Board of Director’s proposed budget for the next calendar year, and (2)

electing officers and members of the Board of Directors.

SECTION 2. Special meetings may be called by the President or the Board of

Directors or by written petition to the President of not less than twenty-five (25)

members. The President (or, in the President’s absence, the Vice President) shall set

the date for any meeting called by written petition, provided that the meeting shall be

held within forty-five (45) days of the date the petition is received.

SECTION 3. Twenty-five (25) voting members shall constitute a quorum for the

transaction of business at Association membership meetings. Members who are

present in person, by proxy or absentee ballot shall be counted in determining a

quorum. If there is no quorum at a spring meeting, the Board of Directors may

approve the budget and any changes in membership charges. If there is no quorum at

a fall meeting, the Board of Directors shall elect successors to those members whose

terms expire at the end of the affected calendar year, and the successors shall serve

until the next membership meeting at which there is a quorum or until their terms

expire, whichever occurs first.

SECTION 4. Meetings shall be conducted, insofar as practicable, in general

conformity with Robert‘s Rules of Order, unless two-thirds of those present in person

or by proxy at a meeting shall direct otherwise.

SECTION 5. Each voting member household of the Association in good standing shall

be entitled to one vote on each matter on which such member is entitled to vote.

SECTION 6.

(a) Any voting member of the association may give a proxy to another voting member

of the association for any meeting. No voting member may vote more than five (5)

proxies at any one meeting.

(b) Each voting member of the Association may cast one absentee ballot prior to any

meeting of the Membership. Such ballots must be received by the Recording

Secretary prior to that meeting. Ballots shall be provided in the Association Bulletin

prior to the meeting, concerning nominees for office, and/or anticipated issues, and

must be signed and dated by the member. Absentee ballots shall be reckoned as if

those members were in attendance, both to fulfill the necessary quorum for that

meeting and to vote according to the members’ instructions.

(c) An absentee ballot or proxy may be revoked by the member at any time prior to

voting.

SECTION 7. Association officers may: (a) purchase, take, receive, lease, or otherwise

acquire, own, or hold any real property, or any interest therein on behalf of the

Association, or (b) sell, convey, mortgage, pledge, lease, exchange, transfer, or

otherwise dispose of all or any part of the Association’s real property only if such

action is approved at a spring, fall or special meeting. Notwithstanding any other provision

of this Section 8, the Board of Directors may renew any lease or renew or refinance any

loan or mortgage previously approved by the membership on terms and

conditions consistent with generally prevailing terms and conditions at the time of

renewal or refinancing.

ARTICLE V: BOARD OF DIRECTORS

SECTION 1. The affairs of the Association shall be managed by a Board of Directors,

which shall consist of nine persons selected from among the voting members of the

Association inclusive of the officers of the Association. The time and manner of

election of the Board of Directors at each Fall membership meeting are set forth in

the Articles of Incorporation.

SECTION 2. The Board of Directors may expend funds, employ personnel, and act

generally for the Association subject to the requirements of law, the Articles of

Incorporation, and the provisions of these bylaws. Checks or notes of the Association

shall be signed by such officer or officers or such other person or persons as the Board

of Directors may from time to time designate.

SECTION 3. Meetings of the Board of Directors shall be held at the call of the

President or at the request of any three members of the Board. Notice of meetings

shall be given in writing, electronically or verbally at least one day prior to the date of

the meeting. Notice may be waived by any director. Five directors present in person

or via telephone shall constitute a quorum. The Board also may act through written or

electronic consent of a majority of its members.

SECTION 4.

(a) The Board of Directors shall submit to the membership at the spring membership

meeting (1) financial statements (including an income statement and a balance sheet)

for the preceding calendar year, and (2) a final report on how expenditures during the

preceding calendar year met or deviated from the amounts budgeted for that year;

and (b) The Board of Directors shall submit to the membership at the fall membership

meeting (1) a proposed budget for the next calendar year, including recommendations

with respect to membership charges in support thereof, which budget shall cover all

aspects of the Association’s activities, and (2) year-to-date financial statements

(including an income statement and a balance sheet) for the current calendar year.

SECTION 5. The Board shall arrange each year for a review of the accounts of the

Association for the preceding year by a person who is not a director of the Association

for the year reviewed or the year in which the review is performed. The review shall

be presented at the spring meeting together with the budget and financial statements

required under Section 4 of this Article.

SECTION 6. The President (subject to review by the Board of Directors) or the Board

of Directors may appoint from time to time such committees as are appropriate to

assist in the management of the affairs of the Association.

SECTION 7. The Association shall, to the fullest extent permitted by the Laws of the

Commonwealth of Virginia, and as the same may be amended, indemnify any and all

officers and directors of the Association from and against any and all legal expenses

and other costs of litigation that may be incurred as a result of a filing in a court of

law against any such officer or director, the basis of such claim being action taken, or

not taken, by such officer or director in his capacity as an officer and director of the

Association.

ARTICLE VI: OFFICERS

SECTION 1. The officers of the Association shall consist of a President, Vice-

President, Treasurer, Membership Secretary, Recording Secretary, and such other

officers with such titles and duties as may from time to time be established by the

Board of Directors or the membership. All officers shall be voting members as well as

directors of the Association. No person shall hold more than one elective office at any

time.

SECTION 2. The duties of the officers shall be those common to similar officers in

similar organizations, subject to the specific provisions set forth in the following

sections of this Article.

SECTION 3. The President shall be the chief executive officer of the Association, shall

preside at all meetings of the Association, and shall designate all committee chairs.

The President may sign deeds and contracts on behalf of the Association.

SECTION 4. The Vice President shall assume the functions and responsibilities of the

President in the event of his or her absence or inability to perform such duties.

SECTION 5. The Treasurer shall have the responsibility for the financial status and

operations of the Association and for its tax status, including tax exemptions under

Federal and State law. The Treasurer shall be: the officer primarily responsible for the

submission to the membership of required financial statements and budgets; have the

custody of the funds of the Association with responsibility for their proper acquisition

and disposition within the budgets as approved by the membership; and keep or cause

to be kept a record of all receipts and disbursements and of all contractual and

financial obligations and assets of the Association (including evidences and

descriptions of ownership of real and personal property) and other records affecting

thefinancial position of the Association. The Treasurer shall be the officer primarily

responsible for the Association‘s relationship with its registered representative (under

the applicable Virginia laws) and with the State Corporation Commission, and shall

keep the records pertaining thereto. In furtherance of these responsibilities, the

Treasurer shall be an Assistant Secretary of the Association.

SECTION 6. The Membership Secretary shall keep a record of all members of the

Association, and the voting rights and standing of each. The Membership Secretary

shall be responsible for the billing and collection of all fees and charges. The

Membership Secretary shall be an Assistant Secretary of the Association.

SECTION 7. The Recording Secretary shall keep a record of the activities of the

Association in the form of minutes of each meeting of the members and of the Board

of Directors. The Recording Secretary shall maintain the files of the Association

(except as otherwise provided in these bylaws) and shall, with whatever assistance the

Board of Directors shall provide, conduct such correspondence as may be necessary.

The Recording Secretary shall make arrangements for meetings of the Board of

Directors and membership. The Recording Secretary shall be the Corporate Secretary

of the Association.

ARTICLE VII: RECREATION ACTIVITIES: SWIMMING

SECTION 1. The Association shall establish a Pool Governing Committee (the

Committee) to operate the Association’s swimming facilities, otherwise known as the

Hollin Hills Pool or the Pool. The Committee shall be responsible for management,

operation, and maintenance of the Pool. The Committee shall establish rules by

which it shall govern itself, the pool’s members and the pool facility. These Pool

Governing Rules shall be subject to approval by the Board of Directors.

SECTION 2. The management, budget, income and expenditures of the Pool shall be

accounted for independently of the management, budget, income and expenditures of

the other activities of the Association. Neither the Committee nor any officer or

representative thereof shall have any authority to undertake any legal or financial

commitments binding upon the Association or encumbering the property of the

Association without the approval of the Association as provided in the Articles of

Incorporation and Bylaws of the Association.

SECTION 3. The Committee shall operate and maintain in good condition the

swimming pool and appurtenant facilities and shall pay the full cost of such operation

and maintenance.

SECTION 4. The Committee shall pay to the Association: (a) the amount certified by

the Treasurer of the Association as being the share of any real estate taxes billed and

applicable to Association land used for the swimming facilities; (b) an amount fairly

related to insurance premiums as billed to and payable by the Association with

respect to the swimming facilities; and (c) a share of any other expenditures by the

Association fairly related to the swimming facilities. The payments described above

shall be made within thirty (30) days after receipt by the Committee treasurer from

the Association Treasurer of a statement for such amounts showing the computation

thereof.

SECTION 5. No later than March 1 of each year, the Committee shall provide to the

Board of Directors a complete financial report including cash on hand, cash in

reserve, indebtedness, capital and operating expenditures and budget, current and

projected membership fees and other income for both the past and upcoming years.

ARTICLE VIII: RECREATION ACTIVITIES: PICKLEBALL and TENNIS

SECTION 1. The Civic Association of Hollin Hills shall establish a Pickleball and

Tennis Governing Committee (the Committee) to operate the pickleball and tennis

facilities, otherwise known as the Hollin Hills Pickleball and Tennis Committee

(HHPTC) or Club. The Committee shall be responsible for management, operation,

and maintenance of the HHPTC. The Committee shall establish rules by which it

shall govern itself, the HHPTC’s members and the pickleball and tennis facilities.

These HHPTC Governing Rules shall be subject to approval by the Board of Directors.

SECTION 2. The management, budget, income, and expenditures of the HHPTC,

shall be accounted for independently of the management, budget, income and

expenditures of the other activities of the Association. Neither the Pickleball and

Tennis Club nor any officer or representative of the HHPTC shall have any authority

to undertake any legal or financial commitments binding upon the Association or

encumbering the property of the Association without the approval of the Association

as provided in the Articles of Incorporation and Bylaws of the Association.

SECTION 3. The Committee shall operate and maintain in good condition the courts

and appurtenant facilities and shall pay the full cost of such operation and

maintenance.

SECTION 4. The Committee shall pay to the Association: (a) the amount certified by

the Treasurer of the Association as being the share of real estate taxes billed and

applicable to Association land used for the pickleball and tennis facilities; (b) an

amount fairly related to insurance premiums as billed to and payable by the

Association with respect to the pickleball and tennis facilities; and (c) a share of any

other expenditure by the Association fairly related to the pickleball and tennis

facilities. The payments described above shall be made within thirty (30) days after

receipt by the Treasurer of the Pickleball and Tennis Club from the Treasurer of the

Association of a statement for such amounts showing the computation thereof.

SECTION 5. No later than March 1 of each year, the Committee shall provide to the

Board of Directors a complete financial report including cash on hand, cash in

reserve, indebtedness, capital and operating expenditures and budget, current and

projected membership fees, and other income for both the past and upcoming years.

ARTICLE IX: HOUSE AND GARDEN TOUR

SECTION 1. The Civic Association of Hollin Hills hereby establishes a House &

Garden Tour Committee (the Committee). The purpose of the Committee shall be to

conduct a periodic community tour (the Tour) of the Community’s showcase homes

and gardens. The Committee shall be responsible for planning, promoting, and

implementing the Hollin Hills House & Garden Tour for residents and guests. The

Committee shall establish rules by which it shall govern itself.

SECTION 2. The Committee’s Governing Rules shall be subject to approval by the

Board of Directors.

SECTION 3. The management, budget, income, and expenditures of the Committee

shall be accounted for and included within the budget, income, and expenditures of

the Association. Neither the Committee nor any officer or representative of the

Committee shall have any authority to undertake any legal or financial commitments

binding upon the Association or encumbering the property of the Association. The

Committee shall deposit all revenues in the bank account designated by the

Association Treasurer.

SECTION 4. No later than March 1 of each year, the Committee shall provide to the

Board of Directors a complete financial report from the preceding year, and a budget

for the current year.

ARTICLE X: ELECTIONS

SECTION 1. The time and manner of election of the members of the Board of

Directors and officers of the Association at each Fall membership meeting are set

forth in the Articles of Incorporation.

SECTION 2. Officers and at-large directors of the Association shall be elected for two-

year terms commencing January 1 of the next calendar year. In even-numbered years,

the President, Recording Secretary, Treasurer and two (2) at-large directors shall be

elected. In odd-numbered years, the Vice President, Membership Secretary and two

(2) at-large directors shall be elected.

SECTION 3. Prior to each Fall membership meeting, the Board of Directors shall

appoint a nominating committee to consist of five (5) persons, all of whom are voting

members of the Association in good standing. The committee shall be selected and

shall seek nominees with a view toward geographical representation and shall accept

as nominees all eligible persons who properly notify the committee of their interest in

standing for office. The committee shall nominate for each of the positions to be filled

by election at the Fall Membership meeting: (a) at least one voting member and (b)

any other voting member who informs the committee by mail or electronically of the

member’s intent to seek election at least forty-five (45) days prior to the election. At

least thirty (30) days prior to the election, the nominating committee, by appropriate

public notice, shall announce the list of nominees and invite further nominations to

be made by the membership within the following two (2) weeks. Such further

nominations must be in writing and signed by at least five (5) voting members in

good standing. At least seven (7) days prior to the Fall membership meeting, the

nominating committee shall by appropriate public notice list the names of all persons

nominated for office in accordance with the foregoing provisions together with a

short biography of each. No candidate shall be listed unless the nominating

committee has obtained the candidate‘s consent to serve if elected. Additional

nominations may be made from the floor at the Fall membership meeting.

SECTION 4. When it shall become necessary to fill any vacancies on the Board of

Directors, the remaining members of the Board may, by affirmative vote of a majority

thereof remaining, appoint a successor who shall serve until an election at the next

meeting of the membership. Prior to such meeting, the Board of Directors shall

nominate at least one person to fill the vacancy, and such nominee or nominees shall

be listed, together with a short biography of each, in the notice of meeting for the

election. No candidate shall be nominated by the Board unless he or she has given his

or her consent to serve if elected. Additional nominations may be made from the floor

at the meeting.

SECTION 5. The Nominating Committee may not nominate one of its own members

for the Board of Directors.

ARTICLE XI: AMENDMENTS

Amendments to the bylaws may be proposed by: (a) a majority vote at any

membership meeting; (b) the Board of Directors on its own motion; or (c) the Board

of Directors on written request of five or more voting members of the Association.

Such amendments shall be included verbatim in the notice of the next membership

meeting following such proposal. Such amendments must be approved by a vote of

two-thirds (2/3) of the voting members present in person, by proxy or by absentee

ballot at such meeting.

Note: By-laws as amended by the General Membership on December 13, 1990; April

7, 1994; October 1998; November 15, 2000; April 10, 2007, June 14, 2007; April 17,

2013; and April 12, 2022.