DHARA By-Laws

Section 1.01 Offices

The address of the registered office of and registered agent of Dominion Hills Area Recreation Association, Incorporated, a nonprofit nonstock Virginia corporation (“DHARA“), shall be as stated in the Certificate of Incorporation (the “Certificate of Incorporation“), or such other place as the DHARA Board of Directors (the “Board”) from time to time shall determine or the purposes of DHARA may require.

Section 2.01 Purpose

The purposes of DHARA shall be those set forth in the Certificate of Incorporation, as amended from time to time.

Section 3.01 Classes of Membership

DHARA may issue the following classes of Membership. Each Membership shall consist of a single family unit residing at one address. A family unit may include spouses or partners as joint tenants; unmarried children living at home or temporarily away; and unmarried relatives permanently residing at the same address. Each family unit constitutes one “Member” or “Membership,” and collectively, the “Members.”

Section 3.02 Admission and Membership Requirements

Section 4.01 General Powers

The business and affairs of DHARA shall be managed by and under the direction of the Board. The Board may adopt and amend such rules and procedures (the “DHARA Rules“), not inconsistent with the Certificate of Incorporation, these Bylaws, or applicable law, as it may deem proper for the conduct of its meetings and the management of DHARA.

Section 4.02 Number

The Board shall consist of not more than fifteen (15) Directors, elected by vote of the Membership at the Annual Meeting, all of whom shall be Voting Members.

Section 4.03 Term of Office

Directors serve staggered three (3) year terms, or until the Director’s earlier death, resignation, disqualification, or removal, with five (5) Directors elected at each Annual Meeting. No Director may serve more than four (4) full terms.

Section 4.04 Newly Created Directorships and Vacancies

Any vacancy on the Board may be filled, at the Board’s discretion, by a Voting Member. The appointed Director shall serve until the next Annual Meeting or until their earlier resignation or removal, whichever occurs first. The new Director shall not automatically assume any Officer role associated with the vacant seat; such Officer positions shall instead be filled by a current Board member following a vote of the Board.

Section 4.05 Resignation

Any Director may resign at any time by written notice provided to the Board. Such resignation shall take effect on the date of receipt of such notice by the Board or at such later time as is therein specified.

Section 4.06 Removal

A Director may be removed by a two-thirds vote of the entire Board for failure to attend three consecutive regular meetings, failure to perform required duties, gross misconduct, unethical behavior that compromises DHARA’s integrity or reputation, or violation of any fiduciary duty owed to DHARA.

Section 4.07 Compensation

Directors shall not receive compensation from DHARA for their services as Directors. Notwithstanding the foregoing, Directors may be entitled to limited personal use of the DHARA’ community space without rental charge once per calendar year, and a reasonable number of complimentary pool guest passes for friends and family during the pool season, provided that such benefits are incidental, of nominal value, and not intended as compensation for Board service. Directors may receive reasonable compensation for services rendered to DHARA in a capacity other than as a Director, provided such arrangements do not violate conflict of interest policies as established by DHARA. The compensation of any employee who also serves as a Director shall not include payment for Board service.

Section 5.01 Place of Meetings

All meetings of the Members and the Board shall be held at such place, if any, within or outside the Commonwealth of Virginia, or by means of remote communication, as may be designated from time to time by resolution of the Board and stated in the meeting notice.

Section 5.02 Notice of Member Meetings

Written notice for Member meetings – including notice delivered by electronic communication – shall be provided at least ten (10) days in advance of the Annual Meeting and at least five (5) days in advance for special meetings. Each notice shall include the meeting agenda. Notice of a meeting at which an amendment to DHARA’s Certificate of Incorporation will be proposed must contain the substance of the proposed amendment.

Section 5.03 Annual Meeting

The Board shall hold an Annual Meeting of the Members for the election of Directors, approval of the annual budget, and the transaction of such other business as may properly come before the Members and as stated in the notice of the meeting. The Annual Meeting shall be held on the first Wednesday in February, or another date in February as determined by the Board, at a time and place designed by the Board.

Section 5.04 Special Meetings

Special meetings may be called by the Board or by written request of twenty five (25) Voting Memberships. The only business which may be conducted at a special meeting shall be the matter or matters set forth in the notice of such meeting.

Section 5.05 Board Meetings

The Board shall hold regular meetings as the President or at least three Directors shall determine. At each regular meeting, the Board shall conduct such business as may properly come before the Board.

Section 5.06 Quorum

Unless otherwise required by law, DHARA’s Certificate of Incorporation, or these Bylaws, at each meeting of the Board, nine (9) Directors present in person or via remote means shall constitute a quorum. Unless otherwise required by law, DHARA’s Certificate of Incorporation, or these Bylaws, at each Annual Meeting of the Members, thirty (30) voting Members shall constitute a quorum.

Section 5.07 Director Voting

At any meeting of the Directors, each Director present shall be entitled to one (1) vote. Unless otherwise required by law, the Certificate of Incorporation, or these Bylaws, all matters brought before any meeting of Directors shall be decided by the affirmative vote of the majority of the Directors present in person at the meeting and entitled to vote on the matter. Proxy voting is prohibited.

Section 5.08 Action Without a Meeting

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board or the Members—except for the election of Directors and approval of the annual budget, which must occur at the Annual Meeting—may be taken without a meeting if all Directors consent in writing or by electronic transmission. All such written or electronic consents shall be filed with the minutes of the Board’s proceedings in accordance with applicable law.

Section 5.09 Fixing the Record Date

Unless otherwise provided in the Certificate of Incorporation, these Bylaws, or a Board resolution, the record date for any meeting or corporate action shall be the date of such meeting or corporate action.

Section 6.01 Officers

All officers of DHARA shall be elected annually by the Board at the first Board meeting following the Annual Meeting and shall include a President, a Vice President, a Treasurer, a Secretary, and a Member at Large, all of whom shall be Directors (collectively, the “Executive Committee“). The Executive Committee shall conduct the business of DHARA when the Board is not in session, and their decisions shall be reported to the full Board at its next meeting. Three (3) Executive Committee members shall constitute a quorum of the Executive Committee and all actions requiring Executive Committee approval must have the approval of at least three (3) Executive Committee members. The powers and duties of the officers shall be as provided from time to time by resolution of the Board. In the absence of such resolution, the respective officers shall have the powers and shall discharge the duties customarily and usually held and performed by officers of corporations similar in organization and purposes to DHARA, subject to the control of the Board.

Section 6.02 Resignation

Any officer may resign at any time by giving written notice of their resignation to the President or the Vice President. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.03 Vacancies

Should any vacancy occur among the officers, the position may be filled for the unexpired portion of the term by appointment made by the Board.

Section 6.04 Duties of Officers May Be Delegated

In case any officer is absent, or for any other reason that the Board may deem sufficient, the President may delegate for the time being the powers or duties of such officer to any other officer or to any Director, as the President deems appropriate.

Section 6.05 Committees

The Board may designate one or more committees, each committee to consist of one or more of the Directors.

Section 6.06 Employees and Other Agents

The Board may from time to time appoint such employees and other agents as it shall deem necessary, each of whom shall have such authority and perform such duties as the Board may from time to time determine. To the fullest extent allowed by law and these Bylaws, the Board may delegate to any employee or agent any powers possessed by the Board and may prescribe their respective title, terms of office, authorities, and duties.

Section 7.01 Indemnification

DHARA shall, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, indemnify, advance expenses to, and hold harmless any person who is or was a Director or officer of DHARA, against all liabilities, losses, and reasonable expenses (including attorneys’ fees) incurred in connection with any action, suit, proceeding, or investigation, arising out of such person’s service to DHARA. Notwithstanding the foregoing, except for claims for indemnification (following the final disposition of such proceeding) or advancement of expenses not paid in full, DHARA shall not be required to indemnify any person in connection with a proceeding (or part thereof) initiated by such person except to the extent required by law or authorized by the Board.

Section 7.02 Advancement of Expenses

The Board may, but is not required to, authorize DHARA to pay in advance the reasonable expenses (including attorneys’ fees) incurred by a Director or officer in defending any such proceeding prior to its final disposition, upon (a) written request by the individual, and (b) receipt of a written undertaking by or on behalf of such individual to repay all amounts advanced if it is ultimately determined by final judicial decision, from which there is no further right to appeal, that such person is not entitled to be indemnified under this Article or otherwise. Any such advancement shall be subject to such terms and conditions as the Board may deem appropriate.

Section 7.03 Limitation of Damages

The maximum recoverable damages of any Member against DHARA, the Board, or any DHARA Director, officer, employee, or agent (each, for purposes of this Section, a “DHARA Defendant“) shall be limited to the amount of the Member’s Membership Interest Amount, or, in the case of a Non-Voting Member, the total amount of Dues and Assessments paid by such Member during the calendar year in which the claim arose. This limitation shall not apply to damages resulting from willful misconduct, fraud, or gross negligence, nor shall it limit any rights or remedies that may not be waived under applicable law. In any action brought by a Member against any DHARA Defendant in which the DHARA Defendant substantially prevails, the DHARA Defendant shall be entitled to recover its reasonable attorneys’ fees and expenses.

Section 7.04 Insurance

DHARA may purchase and maintain insurance on behalf of any person who is or was a Director or officer of DHARA or acted at the request of DHARA as a director, officer, employee, or agent. Such insurance may insure against any liability asserted against or incurred by such person in such capacity or arising from such person’s status as a Director or officer, whether or not DHARA would have the power to indemnify such person against such liability under applicable law. The cost of such insurance shall be borne entirely by DHARA, without reimbursement of any portion of the premium, and the purchase or maintenance of such insurance shall not be deemed compensation to any Director or officer.

Section 7.05 Amendment or Repeal

No amendment, repeal, or modification of this Article shall adversely affect the rights or protections provided to any person with respect to any act or omission occurring prior to such amendment, repeal, or modification.

Section 8.01 Seal

DHARA shall have no corporate seal.

Section 8.02 Fiscal Year

The fiscal year of DHARA commences on March 1st of each year.

Section 8.03 Books and Records

DHARA’s books and records shall be reviewed annually by an independent accountant. Records shall be available for inspection by Members upon reasonable written notice subject to reasonable restrictions on timing and scope as established by the Board. The Board shall also maintain a separate account or accounts designated for capital replacement and major repairs.

Section 8.04 Checks, Notes, Drafts and Other Instruments

All checks, notes, drafts, or other orders for the payment of money of DHARA shall be signed, endorsed, or accepted in the name of DHARA by such officer or officers, person or persons, as may from time to time be designated by the Board, or by an officer or officers authorized by the Board to make such designation.

Section 8.05 Records Retention and Destruction Policy

In any instance involving loss or destruction, DHARA shall follow the procedures and rules set forth in the Records Retention and Destruction Policy, as amended from time to time by the Board.

Section 8.06 Amendments

These Bylaws may be amended by an affirmative vote of a majority of the Voting Members present at a duly called meeting, provided that at least ten (10) days’ advance written notice of the proposed amendment has been given.

Section 8.07 Bylaws Control

In the event of any conflict between these Bylaws and any rules, regulations, or policies adopted by DHARA, these Bylaws shall control.

Section 8.08 Governing Law

These Bylaws and all other governing documents of DHARA shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

Section 8.09 Notice Requirements

All notices to Membership shall be in writing and sent to the Membership’s email address on file. Notices sent by email shall be deemed effective upon transmission, provided no bounce-back or delivery failure notice is received. Provided, however, that any inadvertent failure to provide notice to a Membership shall not invalidate any action taken at the meeting.