ARTICLES OF INCORPORATION OF LAKEPORT CLUSTERASSOCIATION with therequirements In compliance of Chapter10of Title 13.1of theCodeof Virginia, theundersigned herebyformsa nonstock,not for profit corporationandcertifies: ARTICI,EI. Thenameofthe corporationis LakeportClusterAssociation(the "Association"). ARTICIJII. Virginia Theprincipalofficeof theAssociation is located at 1961LakeportWay,Reston, 20t9t. ARTICI.EIII, The initial registeredoffice is locatedat 1961LakeportWay, Reston,FairfaxCounty, Virginia20191andthe initial registered agentfor the Association shallbe RichardP. Laeser, a residentof Virginia,and officerof the Association whosebusiness addressis the sameas the resistered office address.
ARTICLEIV. PT]RPOSE AND POWERS OF TIIE ASSOCIATION The Association does not contemplatepecuniary gain or profit to its members,and the specific purposes for which it is formed are to assure the maintenance, preservation and architecturalcontrol of the Dwelling Units and to own, improve, maintain and preservethe CommonAreas,as more fully definedin the Declarationrecordedin Deed Book 5947,at Page I127, among the Fairfax County land records,togetherwith all subsequentamendmentsthereto (collectivelythe "Declaration"). The Declarationis incorporatedherein by this reference.The Associationis also formed to promotethe health,safetyand welfare of the ownerswithrn sucn property as may come within the jurisdiction of the Associationand any additions theretoas may be broughtwithin thejurisdiction of the Associationby annexation,as providedfor herein,and, for thesepurposes,shall have the power: 1. To exerciseall of the powersand privilegesand to perform all of the dutiesand obligationsof the Associationas set forth in the Declaration; 2. To fix, levy, collect, and enforcepaymentof, by any lawful means,all chargesor assessments pursuant to the terms of the Declaration and to pay all expensesincluding all liceDses,taxes, or govemmental chargeslevied or imposed against the Associationor the propertyof the Association;
3. To acquire(by gift, purchaseor otherwise),own, hold, improve,build upon, operate,maintain,convey,sell, lease,transfer,dedicatefor public use,or otherwisedisposeof realor personalpropertyin connectionwith theaffairsof theAssociation,providedthatanysuch sale,transfer,lease,or dedicationof the CommonElementsshall not be rn conveyance, ofany requirement ofFairfaxCounty;and derogation 4. To have and to exerciseany and all powers, rights and privilegeswhich a corporationorganizedunder the Virginia Nonstock CorporationAct by law may now or haveor exercise. hereafter ARTICI,EV. MEMBERSHIP Every Owner (as defined in the Declaration) of a Dwelling Unit which is subject by covenantsof record to assessmentby the Association shall be a Member of the Association. Membershipshall be appurtenantto and may not be separatedfrom ownership of any Lot which is subjectto assessment by the Association.Ownershipof suchDwelling Unit shall be the sole qualification for membership. A Mortgageein possessionof a Dwelling Unit for the paymentof money or the performance of an obligation is not entitled to exercise the Owner's rights in the Associationwith regardthereto. ARTICI,EVI. VOTING RIGHTS The Association has one class of membership. Each Dwelling Unit within the Associationshall be entitled to one (1) vote regardlessof the number of owners. Membership Voting Rights are as more fully defined in the Bylaws of the Association. The Bylaws, as amendedfrom time to time (the "Bylaws") are incorporatedherein by this reference.
ARTICI,EVII. BOARD OF DIRECTORS 1. The affairs of this Associationshall be managedby a Board of Directors. The numberof directors shall be five (5). The namesand addressesof the personswho are acting in the capacityof the initial Board of Directors are as follows:
Ron Goodes Mark Bare NikolausIpiotis RichardLaeser GailPitches 2.
196I LakeportWay,Reston,VA 2019 I 1961LakeportWay,Reston,VA 20t 91 1961LakeportWay,Reston,VA 2019I 1961 LakeportWay,Reston,VA 20191 196I LakeportWay,Reston,VA 20l9 I
The election and term ofthe office of Directors is set forth in the Bylaws.
3. The proceduresconceming vacancieson the Board of Directors and the removal ofdirectors are set forth in the Bylaws.
ARTTCI,E\Ttr. LIABILITYAND INDEMNIFICATION OF OFFICERSAND DIRECTORS l.
LiabilityandIndemnification.
A. No officer or director or committee member of the Association (collectivelyfor SectionI of this Article VIII referredto as"Director" or "Directors")shallhave personalliability to the Associationor its Membersfor damagesfor any breachof duty in such capacity,providedthat the foregoingshallnot eliminateor limit the liability of any Directorif a judgmentor otherfinal adjudicationadverseto him or her establishes that his or her actionsor omissionsinvolve willful misconductor a knowing violation of the criminal law. No to or repealof this Article shall apply to, or have any effect on, the Iiability or amendment allegedliability of any Directorof the Associationfor or with respectto any actsor omissionsof such Director occurring prior to such amendmentor repeal. If the Virginia Nonstock CorporationAct is hereafteramendedto expandor limit the tiability of a Director,then the liabilityofa Directorof theAssociation shallbeexpanded to theextentrequiredor limitedto the extentpermittedby the Virginia NonstockCorporation Act, asso amended. B. The Associationshall indemnifyany personwho was or is a party or a witnessin or is threatened to be madea partyto any pending,threatened or completed civil, criminal,administrativeor arbitrativeaction,suit or proceeding,and any appealthereinor any inquiryor investigation which couldleadto suchaction,suit or proceeding ("proceeding") by reasonofthe fact thatsuchpersonis or wasa Directorofthe Associationor, while a Directorof the Association,is servingor was servingat the requestof the Associationas officer, director, employeeor agent of anotherforeign or domesticcorporation,or of any partnership,joint venture,soleproprietorship,employeebenefitplan,trust,or otherenterprise,whetheror not for profit,to thefullestextentpermittedby theVirginiaNonstockCorporationAct. C. Any determination asto theright of anypersonto indemnificationshallbe a vote the by of Boardof Directorsof the Association, regardless of whetherthe personsvoting thereonarepartiesto or threatenedto be madepartiesto the proceedingor otherwiseinterested in theoutcomeof theproceeding. D. The Associationshallpay for or reimbursereasonableexpensesincurred in advance of a final dispositionof a proceeding if an indemnifiedpersonfumishesto the Associationa written statementthat he or shebelievesin goodfaith that his or her conductwas not willful nor a knowingviolationof the criminallaw andhe or shefurnishesto the Association a writtenundertakingto repaythe advanceif his or her conductis found to havebeenwillful or knowingviolationof the criminal law. Theundertakingshallbe an unlimitedgeneralobligation of theindemnifiedperson,neednot be securedandmay be acceptedby the Associationwithout reference to the financialability to makerepayment.
2' Commonor InterestedDirectors. The Directorsshall exercisetheir powersand dutiesin goodfaith and with a duty of loyaltyto theinterestsof the Association. No conrractor otherhansactionshallbe permittedbetweenthe Associationand oneor more of its Directors,or betweenthe Associationand any association, firm, or entity (includingthe Declarantjin wtrich one or more of the Directorsof the Associationare directors,officer-sor have p"iun,ury a o. otherinterest,unlessall ofthe conditionsspecifiedin any of thefollowing subfaralr'.pr,, .*lrt, A The fact ofthe commondirectorateor interestis disclosedor knownto the Boardof Directors,noted in the Minutes,and the Board authorizes,approvesor ratifies such contractor hansactionby a votesufficientfor thepurpose;and B. The contractor transactionis commercialy reasonableand fair to the Association at the time it is authorized,ratified,approvedor executed. c. common or interestedDirectors may be counted in determiningthe presence of a quorum of any meetingof the Board of Drrectorsor committeethereof which authorizes, approvesor ratifiesany contact or transaction; however,suchdirectorsmaynot vote thereatto authorizeany contractor ffansaction. 3' InsuranceCoverage. The Board of Directorsshall obtain and maintain . such insurance as may be reasonablynecessary to effectively indemnify tn, o.""to.. una officersof^coverage the Associationas providedin this Article VIII. Th; cost of said insurance shall constitute a CommonExpense of theAssociation. ARTICLED(, DISSOLUTION may be dissolvedwith the unanimousconsentgiven in writing and . . .The..As-sociation signedby all of theMembers. ARTICI,EX. DTJRATION If not dissolved,the Associationshallexistperpetually. ARTICIT)il AMENDMENTS with the voting powersset forth . lhe]vlembersmay amendtheseArticles,in accordance in ArticleM.
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theundersigned Incorporators havesettheirhands andseats
NikolaosIpjotis,Incoforator
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