Article 1. General Provisions.

1.1. Identity–Purpose. These are the By-Laws of BROOKSHIRE CLUSTER HOMEOWNERS ASSOCIATION (the “Association”), formerly known as the Lakeview Mall Cluster Homeowners Association. This Association has been organized for the purpose of administering the affairs of BROOKSHIRE CLUSTER HOMEOWNERS ASSOCIATION.

1.2. By-Laws Subject to Other Documents. The provisions of these By-laws are applicable to said Association and are expressly subject to the terms, provisions and conditions contained in the Articles of Incorporation of said Association (referred to herein as the “Articles”), and on the plat attached to the Deed of Dedication, and Deed of Re-subdivision and rededication Declaration of Covenants and Restrictions (referred to herein as “Declaration”) which is recorded in the Clerk’s Office of the Circuit Court of the County of Fairfax, Virginia, at the time said property was submitted to Association ownership.

1.3. Applicability. All Owners, tenants and occupants, their agents, servants, invitees, licensees and employees and others that live in the community, are subject to these By-laws and the documents referred to in Article 1.2 hereof.

1.4. Office. The office of the Association shall be at such place designated by the Board of Directors of the Association.

Article II. Members:

Section 1. Membership In the Corporation:

All persons owning of record any dwelling unit on the property shown within Brookshire Cluster (formerly Lakeview Mall Cluster) on the plat attached to the Deed of Dedication, and Deed of Re-subdivision and rededication, or on any Subsequent Plat filed pursuant to the Deed of Dedication (hereinafter referred to as the “Property”) (except a person taking title as security for the payment of money or the performance of an obligation). The qualifications set forth herein for membership in the Corporation shall be the only qualifications for such membership.

No person shall be a member of the corporation after he ceases to be the owner of record of any dwelling unit on the property.

In order to exercise the rights of a member, all members must be in good standing. Good standing shall require that such member be current in the payment of all dues and assessments imposed by the Association, and further that there be no existing violations of any of the provisions of the said Deeds, Bylaws or Rules and Regulations with respect to the dwelling unit he owns.

Each member of the Corporation, by becoming such, agrees that he shall be personally responsible for the payment of the charges created under the said Deeds, Bylaws or Rules and Regulations with respect to the dwelling unit he owns and for compliance by himself, his family, guests, and invitees, with the provisions of the said Deed and the rules and regulations adopted by the Corporation with respect to the Property.

Furthermore, notwithstanding any provisions of these By-laws relating to suspension of members of the Corporation, each member of the Corporation also agrees that they shall be personally liable for any and all costs incurred by themself and by the Corporation, including attorneys’ fees, as the result of any action, suit or claim brought against any resident, guest, invitee or tenant of his dwelling by the Corporation for failure to meet the responsibilities and obligations to the corporation as set forth in the Deed of Dedication, Bylaws and the Rules and Regulations adopted by the Corporation with respect to their property.

Section 2. Voting Rights:

The members in good standing of the Corporation shall have the right to vote on all matters properly placed before the membership of the Corporation for a vote in accordance with the provisions of these By-laws, including the right to vote for the election and removal of directors. Each member of the Corporation, shall have one vote, except that:

Any person owning a multi-family dwelling and/or more than one dwelling unit shall have the number of votes equal to the number of dwelling units (including any contained in such a multi-family dwelling) owned.
Any dwelling unit on the property is owned of record in joint tenancy or tenancy-in-common, or in any other manner of joint or common ownership, such owners shall collectively be entitled also to only one vote. Such vote shall be exercised only by the unanimous action or consent of the owners of record of such dwelling unit who are entitled to vote with respect thereto.
Voting by written proxy shall be permitted, provided that:
- The proxy is executed in writing, signed by the unit owner(s), and delivered to the Secretary or designee of the Association prior to the meeting or vote deadline.

Article III. Meeting of Members:

Section 1. Annual Meeting:

The Annual Meeting of Members shall be held at least annually on a date determined by the Board of Directors. The Board shall make reasonable efforts to hold the meeting during the first quarter of the calendar year (January – March).

The annual budget of the Corporation shall be placed before the membership at the annual meeting, or at any special meeting called for that purpose, for its consideration and approval. The membership shall, at such meetings, have the right to alter, amend, increase or reduce the annual budget. Should the Directors recommend a change in the annual budget or annual dues during a budget year, the membership shall approve, amend, or reject such recommendation at a special meeting of the membership called by the President or the Directors as soon as practically possible after the recommendation is made.

Section 2. Special Meetings:

Special meetings shall be held when called by the President or by written request of two or more members of the Board of Directors. Special meetings must be called by such officers upon the submission in writing by owners holding 20% or more of the eligible votes of the Association. Notices of special meetings shall be given as provided for in Section 4 below except that in the case of an emergency, seven (7) days’ notice will be deemed sufficient. The notice shall specify the purpose of the meeting and set forth the agenda. No business shall be conducted at a special meeting except the agenda items set forth in the notice.

Section 3. Place of Meeting:

The Board of Directors may designate any place within or without the State of Virginia as the place for any annual or special meeting called by the Board of Directors and the President may designate any place within or without the State of Virginia as the place of meeting for any special meeting called by him. If no designation is made or if a special meeting be called by the members of the Corporation, the place of meeting shall be the principal office of the corporation.

Section 4. Notice of Meetings:

The Secretary, or their designee, shall provide notice of any annual or special meeting of members in the manner provided by law, and may be accomplished using the most advanced technology available at that time if such use is a generally accepted business practice pursuant to Virginia Code §55-515.3. Written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall also be mailed, emailed or otherwise delivered at least 14 days in advance of any annual or regularly scheduled meeting, and at least seven days in advance of any other meeting but not more than 50 days in advance of any meeting. In the event of cancellation of any annual meeting of the association at which directors are elected, the seven-day notice of any subsequent meeting scheduled to elect such directors shall include a statement that the meeting is scheduled for the purpose of the election of directors. A member may, in writing signed by him, waive notice of any meeting before or after the date of meeting stated therein. Failure to mail or deliver any notice to any member shall not affect the validity of the meeting.

Section 5. Informal Action by Member:

Any action required or permitted by law to be taken at a meeting of the members of the Corporation may be taken without a meeting, if consent in writing setting forth the action so taken shall be signed by all of the members of the Corporation.

Section 6. Quorum and Manner of Acting:

Members holding one-fifth (20%) of the total votes shall constitute a quorum at any meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice. The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the members, unless the act of a greater number is required by law, or by the Articles of Incorporation of the Corporation, or by these by laws.

Section 7. Conduct of Meetings:

The Directors may make such regulations as they deem advisable for any meeting of members, in regard to proof of membership in the Corporation, evidence of the right to vote, the appointment and duties of inspectors of votes, and such other matters concerning the conduct of the meeting as they shall deem fit. Such regulations shall be binding upon the Corporation and its members.

Article IV. Directors:

Section 1. General Powers:

4.1. Powers and Duties. The powers and duties of the Association may, subject to the limitations set forth herein and in the Property Owners Association Act, be exercised by the Board, in the Board’s sole discretion. Such powers shall include, without limiting the generality of the foregoing, the following:

4.1.1. To adopt the budget of the Association upon majority vote of the directors.

4.1.2. To make, levy and collect assessments against members and members’ Lots to defray the costs of the Association and Common Expenses, and to use the proceeds of said assessments in the exercise of the powers and duties granted to the Association.

4.1.3. To provide for the maintenance, repair, replacement, operation, improvement and management of the Association wherever the same is required to be done and accomplished by the Association for the benefit of its members.

4.1.4. Recognizing that the assessments must be sufficient to provide for the payment of all anticipated current operating expenses and for all of the unpaid operating expenses previously incurred, the Board is given the power to adopt special assessments providing for any previously unanticipated expenses. Special assessments shall be limited to those items which are necessary and all other items which can reasonably be deferred to the regular budgetary meeting shall be so deferred.

4.1.5. To administer the reconstruction of improvements after casualty and the further improvement of the property, real and personal.

4.1.6. To adopt and amend administrative rules and regulations governing the details of the operation of the Association, the conduct of owners in relation to each other and their properties, and use of the Association Property, real and personal, so long as such rules and regulations or amendments thereto do not conflict with the rights, privileges, restrictions and limitations which may be placed upon the use of such property under the terms of the Declaration and Exhibits attached thereto.

4.1.7. To acquire, operate, lease, manage and otherwise trade and deal with property, real and personal, including Lots in the Association on behalf of the Association, as may be necessary or convenient in the operation and management of the Association and in accomplishing the purposes set forth in the Declaration.

4.1.8. To contract on behalf of the Association for the management of the Association Property and to delegate to such contractor such powers and duties of the Association as the directors deem fit, to lease or concession such portions thereof and to ratify and confirm any existing leases or concessions of any part of the Association Property.

4.1.9. To enforce, by legal means, the provisions of the Declaration and any Exhibits attached thereto, the Bylaws and the Rules and Regulations promulgated governing the use of the Association Property and such other Rules and Regulations published pursuant to the Declaration and these By-laws.

4.1.10. To cause the Association to pay all taxes and assessments of any type which affect any part of the Association Property, other than Lots (unless owned by the Association) and the appurtenances thereto, and to assess the same against the members and their respective Lots.

4.1.11. To cause the Association to carry insurance for the protection of the members and the Association against casualty and liability as required by the Declaration.

4.1.12. To cause the Association to pay all costs of power, water, sewer and other utility services rendered to the Association which is not the specific responsibility of the owners of the separate Lots.

4.1.13. To cause the Association to employ personnel, for reasonable compensation, to perform services required for proper administration of the purposes of the association, including accountants, attorneys, contractors and other professionals.

4.1.14. The Association shall have the right, when determined by the Board of Directors to be in the best interests of the Association, to grant exclusive licenses, easement, permits, leases, or privileges to any individual or entity, including Non-Lot Owners, which affect Association Property, and to alter, add to, relocate or improve Association Property.

4.1.15. To Borrow funds for use in maintaining the Common Area Facilities, not to exceed ten percent (10%) of the yearly budget without the written consent of fifty-one percent (51%) of the members.

4.1.16. To make significant alterations, changes or renovate the common areas, but only after a majority vote of the owners present at a meeting for which the notice thereof specifies the proposed significant alteration, renovation or change. The quorum at such meeting shall be 40 percent of the then qualified membership. If a 40 percent quorum is not achieved, then notice may be given of a second meeting on the proposed change or alteration to be held not less than 7 days subsequent to the meeting which shall have failed for lack of a quorum. The notice of said meeting shall reference the prior meeting, the lack of a quorum, and the prior notice. At this subsequent meeting, a 20 percent quorum shall be sufficient to act on the proposed change or alteration.

Section 2. Number and Tenures:

The number of Directors shall be three. The Directors elected by the members after the initial election of Directors shall be elected for a term of one year, and until their respective successors are elected. Any vacancy occurring in any Board of Directors shall be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors, or by a sole remaining Director and if not previously so filled, shall be filled at the next succeeding meeting of the members of the Corporation. Any Director elected to fill a vacancy shall serve as such until the expiration of the term of the Director, the vacancy in whose position he was elected to fill.

Section 3. Regular Meetings:

All meetings of the board of directors, including any subcommittee or other committee thereof, shall be open to all members of record. Minutes of the meetings of the board of directors shall be recorded and shall be available as provided by law. Notice of the time, date and place of each meeting of the board of directors or of any subcommittee or other committee thereof shall be published where it is reasonably calculated to be available to a majority of the lot owners.

Section 4. Special Meetings:

Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meeting of the Board called by them.

Section 5. Notice:

Notice of any meeting of the Board of Directors for the holding of which notice is required shall be given at least two days previous thereto by written notice delivered personally or sent by mail, by email , or secure electronic means, as recorded by the Association’s records to each Director at their contact as shown on the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any Director may, in a writing signed by him, before or after the time of meeting stated therein, waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law, by the Articles of Incorporation of the Corporation, or by these By-laws.

Section 6. Quorum:

Except as otherwise provided by law or by the Articles of Incorporation of the Corporation, or by these By-laws, a majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Action:

The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, or by the Articles of Incorporation of the Corporation or by these By-laws.

Section 8. Compensation:

Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board; but nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.

Section 9. Action Without a Meeting by Directors:

Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors or as permitted by law.

Article V. Officers:

Section 1. Officers:

The officers of the Corporation shall be President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, and a Treasurer. Any two or more officers may be held by the same person, excepting the officers of President and Secretary. Officers must be ay be, but need not be, Directors of the Corporation. All officers shall fulfill their responsibilities in compliance with:

These Bylaws,
The Virginia Property Owners’ Association Act (POAA),
Any applicable Reston Association covenants, rules, or DRB (Design Review Board) requirements.

Section 2. Election, Term of Office and Vacancies:

The officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected. A vacancy in any office arising because of death, resignation, removal, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

Section 3. Removal:

Any officer may be removed, by a majority of the remaining members of the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby.

Section 4. Powers and Duties:

The officers of the Corporation shall, except as otherwise provided by law, by the Articles of Incorporation of the Corporation, by these By-laws, or by the Board of Directors, each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the Chief Executive Officer of the Corporation.

Article VI. Committees:

Section 1. Committees of Directors:

The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in the resolution, shall have and exercise the authority of the Board of Directors in the management of the affairs of the Corporation, provided, however, that no such committee shall have the authority of the Board of Directors to approve an amendment to the Articles of Incorporation of the Corporation or a plan of merger or consolidation.

Section 2. Other Committees:

Other committees not having and exercising the authority of the Board of Directors in the management of the affairs of the Corporation may be designated by a resolution adopted by the Board of Directors, to perform such duties and to have such powers as may be provided in the resolution.

Section 3. Rules:

Each committee may adopt rules for its own government not inconsistent with the terms of the resolution of the Board of Directors designating the committee or with rules adopted by the Board of Directors.

Article VII. Certificates of Membership:

Section 1. Certificates of Membership:

The Board of Directors may provide for the issuance of certificates evidencing membership in the Corporation, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and shall be sealed with the Seal of the Corporation.

Article VIII. Seal:

The Board of Directors shall provide a corporate Seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation, the year of its incorporation, and the words, “Corporate Seal – Virginia”.

Article IX. Amendments:

These By-laws may be altered, amended, or repealed and new By-laws may be proposed by the Board of Directors. Any such proposals shall be submitted to the Members of the Association and may be adopted upon receiving a two-third vote of the Members present and voting at a duly called meeting at which quorum is present.

Notwithstanding the foregoing, the Board of Directors may adopt amendments to these bylaws without a vote of the Members when such amendments are required to apply with applicable law including Virginia POAA.

Article X. Animal Control:

In accordance with the Fairfax County Leash Law, the Corporation authorizes Fairfax County Animal Control personnel to enter Cluster property, either by patrol or in response to a call, to enforce applicable animal control ordinances. Per Fairfax County Code § 41.1-2-4, it is unlawful for dogs to run unrestricted in the County. When off their owner’s property, dogs must be under the control of a responsible person and restrained by a dependable leash, except in designated off-leash areas or other lawful exceptions. Additionally, in accordance with Fairfax County Code § 41.1-2-3, it is prohibited for animals to trespass on, damage, or destroy the property of others. Animals must not be kept in a way that creates unsanitary conditions or causes loud, frequent, or objectionable noise that disturbs others.

Article XI. Vehicle Parking:

Section 1. Prohibited Vehicles:

The following types of vehicles are prohibited from parking on Cluster property and will be removed from the cluster in accordance with the towing provisions of the Fairfax County towing regulations (Chapter 82-5-32 of Fairfax County Code). All impeding vehicle (s) shall be towed (at the owner’s risk and expense) without further warning to the owner of the vehicle (s) in question.

Vehicles deemed “inactive” as defined by Vehicles failing to display any of the following: current Virginia state license tags, current Fairfax County stickers, and current Virginia inspection stickers, or one having current title, state license, and state inspection sticker of the state in which the vehicle is licensed Active duty military personnel may display current license tags from their home state of record instead of Virginia tags.
Vehicles which are not operable, or are leaking gasoline, oil, or other fluids.
Commercial or other oversized vehicles such as tractor trailers, dump trucks, and construction equipment.
Recreational vehicles (RV’s), except those used daily, and do not require more than one auto-sized parking space.
Trailers (e.g., u-haul, camping, horse, boat), boats, mobile homes and campers except on a single-night basis before or after a trip on which it is used.
Any vehicle of 10,000 pounds, or more, Gross Vehicle Weight (GVW) as stated in the vehicle manufacturer’s information material or the NADA used car and truck guide and pricing book.
Any vehicle that does not qualify for a Virginia passenger vehicle license plate.
Any vehicle not registered to the occupants of a cluster dwelling unit. Parking is limited to two (2) vehicles per dwelling unit when the dwelling unit is occupied by persons other than the owner or his or her relatives.
Any vehicle parked in such a manner as to impede or prevent the passage of emergency vehicles.
By unanimous vote, the Board of Directors can authorize a single-case exception to the provisions of this Section.

Section 2. Location:

Vehicles must be parked in paved areas designated for parking, and cannot be parked on the sidewalks or on unpaved areas of the common ground. In those areas where the curbs are marked, vehicles must be parked perpendicular to the curb and evenly as possible between two adjacent curb markers.

Section 3. Enforcement:

A vehicle in violation of this Article shall be subject to being towed. The Board shall give written notice, posted on the vehicle, that if said vehicle is not brought into compliance or removed from the Cluster within six (6) days of the posting of the notice, the vehicle will be towed from the Cluster at the owner’s expense. Exception to this section may be made for short-term guests or overnight emergencies, subject to approval of the Board of Directors

Amendments to Articles of Incorporation of Brookshire Cluster Corporation.

AMENDMENT 1: Article IV Section 2 shall be as present except wherein modified by the following:

“The number of the Directors shall be five. They shall be elected to a term of one year and until their respective successors are elected.”

This amendment was adopted by consent of all members of the Corporation entitled to vote at the general cluster meeting of 8 November 1967.

AMENDMENT 2: “The name of the corporation be changed from Lakeview Mall cluster Association to Brookshire Cluster Association.”

This amendment was adopted by consent of all members of the Corporation entitled to vote at the general cluster meeting of 7 September 1970.

AMENDMENT 3: Article III, Section I shall be as present except wherein modified by the following:

“The Annual meeting shall be held during the month of November.”

This amendment was adopted by consent of all members of the Corporation entitled to vote at the Annual meeting of 13 December 1976.

AMENDMENT 4: Article III, Section I shall be as present except wherein modified by the following:

“The Annual meeting shall be held on the first Tuesday in February.”

This amendment was adopted by consent of all members of the Corporation entitled to vote at the Annual meeting of 15 March 1988.

AMENDMENT 5: Article IX shall be replaced by the following:

“These By-laws may be altered, amended, or repealed and new By-laws may be adopted by a vote of the Membership.”

This amendment was adopted by consent of all members of the Corporation entitled to vote at a Special Meeting on June 12, 2025.

AMENDMENT 6: All articles shall be amended and restated in accordance with a legal review conducted in 2017.

This amendment was adopted by consent of all members of the Corporation entitled to vote at the Biannual meeting of 24 September 2025.

Brookshire Cluster