Article I.
Association

NAME AND LOCATION: the name of the corporation is ASCOT HOMEOWNERS ASSOCIATION, INC. hereinafter referred to as the "Association". The principal office of the corporation shall be located at the home address of the current Association President, Reston, Virginia 20194, but meetings of the members and directors may be held at such places within the State of Virginia, County of Fairfax, as may be designated by the Board of Directors.

Article II.
Definitions

Section 1. "Act" shall mean the Virginia Property Owners Association Act, Section 55-508, et. seq. of the Virginia Code, and as may be amended.

Section 2. "Association" shall mean and refer to ASCOT HOMEOWNERS ASSOCIATION, INC., its successors and assigns.

Section 3. "Properties" shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions, and Restrictions, and such additions thereto, as may hereafter be brought within the jurisdiction of the Association.

Section 4. "Common Area" shall mean all real property owned by the Association for the common use and enjoyment of the Owners.

Section 5. "Lot" shall mean and refer to any Lots shown upon the recorded Plat of Ascot Subdivision, Fairfax County, Virginia, with the exception of the Common Area.

Section 6. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

Section 7. "Declaration" shall mean and refer to the Declaration of Covenants and Restrictions applicable to the Properties recorded in the Clerk's Office of Fairfax County, Virginia.

Section 8. "Member" shall mean and refer to those persons entitled to membership as provided in the Declaration.

Article III.
Meeting of Members

Section 1. Annual Meetings
The first annual meeting of the members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the members should be held in the same month of each year thereafter.

Section 2. Special Meetings
Special meetings of the members may be called at any time by the president or by the Board of Director's, or upon written request of the members who are entitled to vote one-fourth (1/4) of all of the votes of the membership. The signatures on a petition requesting a special meeting shall be valid for a period of one hundred-twenty days after the date of the first such signature. Such resolution, petition or request must: (1) specify the time and place at which the meeting is to be held; (2) either specify a date on which the meeting is to be held which will permit the Secretary to comply with Section 3, or else specify that the Secretary shall designate the date of the meeting; (3) specify the purposes for which the meeting is to be held; and (4) be delivered to the Secretary. No business other than that stated in such resolution, request or petition shall be transacted at such special meeting.

Section 3. Notice of Meetings
Written notice of each meeting of the members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, at least thirty (30) days before such meeting to each member entitled to vote thereat. 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. Except as specifically provided otherwise in the Act or the Association Documents, all notices, demands, bills, statements or other communications under the Association Documents shall be in writing and shall be deemed to have been duly given if hand delivered personally to the Owner or the Owner's address of record or delivered by telegraph, teletype or other form of wire or wireless communication or by private carrier or sent by United States mail, postage prepaid , or if notification is of a default, hearing or lien, sent by registered or certified United States mail, return receipt requested, postage prepaid: (1) if to an Owner, at the address which the Owner shall designate in writing and file with the Secretary or, if no such address is designated for an Owner, at the address of a Lot owned by such Owner; (2) 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 Owners pursuant to this section; or (3) if to a Mortgagee, at the address indicated by the Mortgagee in a written notice to the Association. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the address shown in the Association records. If a Lot is owned by more than one Person, notice to one of the Persons comprising the Owner shall be sufficient notice to the owner. Notice of meetings may also be included as part of the Association's newsletter or Board minutes if the newsletter or minutes are delivered to every Lot.

Section 4. Written Waiver
Whenever any notice is required to be given of any meeting of the Association, a written waiver signed by an Owner entitled to such notice, whether given before or after the meeting, shall be equivalent to the giving of such notice to that Owner and such waiver shall be delivered to the Secretary for inclusion in the minutes or filing with the Association records.

Section 5. Waiver by Attendance
An owner who attends a meeting shall be conclusively presumed to have had timely and proper notice of the meeting or to have duly waived notice thereof, unless such Owner attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called or convened and so notifies the person conducting the meeting at or prior to the commencement of the meeting.

Section 6. Quorum
The presence at the meeting of members entitled to cast, or of proxies entitled to cast Twenty Percent (20%) of the votes of the membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. . Once an Owner is present at a meeting, such Owner is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new Record Date is set for that adjourned meeting.

If at any meeting of the Association a quorum is not present, a majority of the Owners who are present at such meeting in person or by proxy may recess or adjourn the meeting to such date, time and place as such Owners may agree not more than thirty days after the date and time the original meeting was called. At the meeting, the Secretary shall announce the date, time and place to which the meeting is recessed or adjourned and make other reasonable efforts to notify all Owners of the date, time and place at which such meeting shall be resumed.

Section 7. Proxies
At all the meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot. Proxies shall be: (i) in writing, (ii) dated, (iii) signed by the Owner or a Person authorized by the Owner, (iv) valid for eleven months unless a longer time period is provided in the proxy and (v) 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 the Owner.

Section 8. Record Date to determine Owners; List of Owners
The date and time for determining which Persons are Owners and therefore entitled to vote ("Record Date") shall be the close of business on the tenth business day before the effective date of the notice to the Owners of the meeting, unless the Board of Directors shall determine otherwise. The Board shall not fix a Record Date more than seventy days before the date of the meeting or other action requiring a determination of the Owners, nor shall the Board set a Record Date retroactively. At least ten days before each meeting, the Secretary shall make a complete list of Owners, with the address of each, available for review by the Owners before and during the meeting. The list shall be current as of the Record Date.

Article IV.
VOTING

Section 1. Voting Rights
The voting rights of the Owners of the Association shall be as set forth in Article III of the Declaration of Incorporation.

Section 2. Additional Provisions Governing Voting; Delinquency
No Owner may vote at any meeting of the Association or be elected to serve on the Board of Directors if payment by such Owner of any financial obligation to the Association is delinquent and the amount necessary to bring the account current has not been paid at the time of such meeting or election.

Section 3. Manner of Voting
Voting by Owners at a meeting shall be by voice vote (except for the election of directors which shall be by written ballot) unless the presiding officer determines otherwise or any Owner present at the meeting, in person or by proxy, requests, and by a Majority Vote the Owners consent to, a vote by written ballot indicating the name of the Owner voting and the name of the proxy of such ballot if cast by a proxy. There shall be no cumulative voting.

Article V.
Board of Directors: Selection: Term of Office

Section 1. Number
The affairs of the Association shall be managed by a Board of at least three (3) and no more than five(5) directors, who shall be members of the Association.

Section 2. Removal
Any Director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a Director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.

Section 3. Compensation
No Director shall receive compensation for any service he may render to the Association. However, any Director may be reimbursed for his actual expenses incurred in the performance of his duties.

Section 4. Action Taken Without a Meeting
The Directors shall 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. Any action so approved shall have the same affect as though taken at a meeting of the Directors.

Article VI.
Nomination and Election of Director's

Section 1. Nomination
Nomination for election to the Board of Directors shall be made by a nominating committee. Nominations may also be made from the floor at the annual meeting. The Nomination Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nomination Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members.

Section 2. Election
Election to the Board of Directors shall be by secret written ballot. At such election, the members or their proxies may cast, in respect to each 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.

Article VII.
Meeting of Directors

Section 1. Regular Meetings
The first (organizational) meeting of the Board of Directors following an annual meeting of the Association shall be held within thirty days thereafter at such time and place as shall be determined by a majority of the directors for the purposes of electing Officers, appointing committee members and establishing the manner of operation of the Board for the ensuing year. 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; provided, however, that such meetings shall be held at least quarterly during each fiscal year. Special meetings of the Board of Directors may be called by the President and shall be called by the President or Secretary upon written request of at least two directors. All meetings of the Board of Directors shall be open to 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 violations of the Association Documents or as otherwise permitted by law. Any final action taken by the Board of Directors in executive session shall be recorded in the minutes. The Board of Directors shall hold their meetings in the Commonwealth of Virginia as the Board may from time to time determine.

(a) Notice. Notice of meetings shall be posted or otherwise published in a manner reasonably expected to notify all members of the Association of the place, date and time of meetings of the Board of Directors. No notice of the organizational meeting of the Board of Directors shall be necessary if such meeting is held immediately following the annual meeting.

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

Section 3. Quorum
A majority of the number 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 meting at which a quorum is present shall be regarded as the act of the Board. If at any meeting of the Board of Directors there is less than a quorum present, a majority of those present may recess or adjourn the meeting from time to time. When the recessed or adjourned meeting is reconvened, if 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 any means of communication by which all Directors or committee members may simultaneously hear each other during the meeting shall be deemed present at the meeting for all purposes.

Section 4. Action by Directors 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 a consent in writing setting forth the action taken shall be signed either before or after such action is taken by all of the Directors. Any such written consent shall have the same force and effect as a unanimous vote and shall be filed with the minutes of the Board of Directors.

Article VIII.
Powers and Duties of the Board of Directors

The business and affairs of the Association shall be managed by the Board of Directors elected in accordance with the procedures and for the terms of office set forth in Article IV and V of these bylaws. 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 required by the Act or the Association documents to be exercised and done by the Owners. In addition to the powers and duties imposed by any other provision of the Association Documents, the Board has the power to, and may perform the following duties on behalf of the Association.

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

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

(b) suspend the voting rights and right to use of the recreational facilities of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for an infraction of published rules and regulations;

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

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

(e) employ, an independent contractor, or such other contractors as they deem necessary, and to prescribe their duties;

(f) Open bank accounts on behalf of the Association and designate the signatories thereon;

(g) Prepare an annual budget; and

(h) Only after a vote by at least 20 members entitled to vote at any meeting, may the board dedicate, lease or transfer any portion of the Common Area owned in fee simple by the Association or grant, relocate or terminate easements, rights-of-way or licenses over and through all the Common Area pursuant to Article II, Section1 of the Declaration. Notwithstanding the foregoing voting requirement, if a license or grant is required by any governmental authority, and such license or grant is ordered by a court of competent jurisdiction, then , the Board of Directors shall have unilateral authority to convey, license or grant any portion of the Common Area to the governmental entity.

Section 2. Duties
It shall be the duty of the Board of Directors to:

(a) cause to be kept a complete 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 one-fourth (1/4) of the members;

(b) supervise all officers and agents of this Association and to see that their duties are properly performed;

(c) as more fully provided in the Declaration, to:

(1) fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period;

(2) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and

(3) foreclose the lien against any property for which assessments are not paid within one hundred and eighty (180) days after due date or to bring an action at law against the owner personally obligated to pay the same.

(d) provide an Association Disclosure Packet with respect to a Lot within fourteen (14) days (or as otherwise required by law) after a written request therefore and payment of the appropriate fee;

(e) procure and maintain adequate liability and hazard insurance on property owned by the Association;

(f) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;

(g) cause the Common Area to be maintained.

(h) Notify the Owners of any litigation against the Association; and

(i) Stay within the guidelines established under Internal Revenue Service Code Section 528.

Article IX.
Officers and their Duties

Section 1. Enumeration of Offices
The officers of this Association shall be a President, Vice-President, Secretary, and a Treasurer, who shall at all times be members of the Board of Directors and owners, and such other officers as the Board may from time to time by resolution create.

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 he shall sooner resign, or shall be removed, or otherwise disqualified 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 or Removal
Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the President or Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later 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 by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.

Article X.
Fiduciary Duties

Section 1. No Personal Liability.
The directors, Officers and members of any committee shall not be liable to the Association or any Owner for any mistake of judgment, negligence or otherwise, except for their own individual willful misconduct or bad faith. Directors and Officers shall have no personal liability with respect to any contract made by them on behalf of the Association. No Owner shall be liable for the contract or tort liability of the Association by reason of ownership or membership therein. Every agreement made by the Board of Directors, the Officers or the managing agent on behalf of the Association shall, if obtainable, provide that the directors, the Officers or the managing agent, as the case may be, are acting only as agents for the Association and shall have no personal liability thereunder.

Section 2. Indemnification
The Association shall indemnify the directors, Officers and members of any committee to the extent that it is contemplated a nonstock corporation may indemnify its directors, officers, members and employees pursuant to Section 13.1-875 through 13.1-883 of the Virginia Code ; provided, however, that before the Association uses association funds for indemnification, all insurance proceeds must be obtained and applied toward such indemnification. The foregoing right of indemnification shall not be exclusive of any other rights to which a person may be entitled by law, agreement, vote of the Owners or otherwise.

Section 3. Directors and Officers Liability Insurance.
The Association shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, Officer or member of a committee against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person's status as such, whether or not the Association would have the power to indemnify such person against such liability under the provisions of this section. Further, the availability of the Association's indemnity shall not relieve any insurer of any liability under an insurance policy held by the Association.

Article XI.
Committees

Article XII.
Books and Records

Section 1. Maintenance.
The Association shall keep books and records as required by Section 13.1-932 of the Virginia Code and Section 55-510 of the Act or as otherwise required by law. The Association shall keep records of: (i) its governing documents (i.e., Association Documents, Rules and Regulations and Design Guidelines); (ii) its actions (board resolutions, meeting minutes, etc.); and (iii) its financial condition (receipts and expenditures affecting the finances, operation and administration of the Association budget, financial statements, etc). The Association shall also file and maintain the annual reports required to be filed with the Virginia State Corporation Commission by Section 13.1-936 of the Virginia Code and with the Virginia Real Estate Board by Section 55-516.1 of the Act and as otherwise required by law.

Section 2. Availability.
The books, records and papers of the Association shall, during reasonable business hours on business days, be made available for inspection by any member, their attorneys, or authorized agents; provided, however, that the Association is not required to maintain or make available records over four years old unless otherwise required by law. The list of Owners required by Article III, Section 7 shall be available for inspection for a period of ten days prior to the meeting and at the meeting. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association. The Board of Directors may fix from time to time a reasonable charge to cover the direct and indirect costs of providing any copies.

Section 3. Association Agent.
The Secretary shall be responsible for filing the annual report with the Virginia Real Estate Board as required by Section 55-516.1 of the Act.

Article XIII.
Assessments

Article XIV.
Amendments

Section 1. These By-Laws may be amended, at a regular or special meeting of the members, by a vote of at least 20 Members entitled to vote, present in person or by proxy.

Section 2. In case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.

Article XV.
Miscellaneous

THESE AMENDED AND RESTATED BYLAWS WERE APPROVED AT A SPECIAL MEETING OF THE MEMBERSHIP ON JULY 1, 2003.