ARTICLES OF INCORPORATION

In compliance with the requirements of Chapter 2 of Title 13.1 of the Code of Virginia, 1950, and acts amendatory thereof, the undersigned, residents of the Commonwealth of Virginia, and who are of full age, have this day voluntarily associated themselves together for the purpose of forming a non-stock corporation not for profit and do hereby certify:

The name of the Corporation is Leewood Homeowners Association, Inc., hereinafter called the "Association".

The initial registered office of the Association is located at 1400 North Uhle Street, Arlington, Virginia, which is in the County of Arlington.

Nicholas Malinchak, whose business address is 1400 North Uhle Street, Arlington County, Virginia, is hereby appointed the initial registered agent of this Association. He Is a resident of Virginia and a director of the Corporation.

This Association does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is formed are to provide for maintenance, preservation and architectural control of the residence lots, and to own, improve, maintain and preserve the common area within that certain property situate and being in Fairfax, Virginia, more particularly described in Schedule "A" attached hereto and made a part hereof, and to promote the health, safety and welfare of the residents within the above described property and any additions thereto as may hereafter be brought within the jurisdiction of this Association by Annexation and for this purpose:

1. To exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain Declaration of Covenants, Conditions and Restrictions, hereinafter called the "Declaration", applicable to the property and recorded or to be recorded in the Office of the Clerk of the Circuit Court of Arlington, Virginia, and as the same may be amended from time to time as herein provided;
2. To fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes or governmental charges, levied or imposed against the property of the Association;
3. To acquire (by gift, purchase or o hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use, or otherwise dispose of real or personal property in connection with the affairs of the Association;
4. To borrow money, to mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred; and
5. To have and to exercise any and all powers, rights and privileges which a corporation organized under the Non-Stock Corporation law of the State of Virginia by law may now or hereafter have or exercise.

Every person or entity who is a record owner of a fee or undivided fee interest in any lot which is subject by covenants to record to assessment by the Association, including contract sellers, shall be a member of the Association. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. No owner shall have more than one membership for each lot owned. Membership shall be appurtenant to and may not be separated from ownership of any lot which is subject to assessment by the Association. Ownership of such lot shall be the sole qualification for membership.

Section 1. Eligibility, Classes and Voting Rights. The Association shall have two classes of voting membership:

1. Every person, group of persons or entity who is a record owner of a fee interest in any lot which is or becomes subject by covenants of record to assessment by the Association shall be a Class A member of the Association, provided, however, that any such person, group or persons, or entity who holds such person, group or persons, or entity who holds such interest solely as security for the performance of an obligation shall not be a member,, Class A members shall be entitled to one vote for each lot in which they hold the interest required for membership.
2. The Class B member shall be the Declarant or its nominee or nominees and shall be entitled to three votes for each lot in which it holds the interest otherwise required for Class A membership, provided, however, that each Class B membership shall lapse and become a nullity on the first to happen of the following events:
   1. when the total votes outstanding in the Class A membership equal the total votes outstanding the Class B membership: or
   2. on July 1, 1980.

The affairs of this Association shall be managed by a Board of Directors, the number of members of which shall be fixed by the By-Laws, and who need not be members of the Association. The number of directors may be changed by amendment of the By-Laws of the Association to not less than three. The names and addresses of the persons who are to constitute the initial board of three (3) directors are:

At the first annual meeting the members shall elect one director for a term of one year, one director for a term of two years, and one director for a term of three years; and as the term of such directors expire, new directors shall be elected for terms of three years.

The highest amount of indebtedness or liability, direct or contingent, to which this Association may be subject at any one time shall not exceed $2,000.00.

To the extent permitted by law, the Association may participate in mergers and consolidations with other nonprofit corporations organized for the same purposes or annex additional residential property and Common Area, provided that any such merger, consolidation or annexation shall have the assent of two-thirds (2/3) of each class of members.

The Association shall have the power to dedicate, sell or transfer all or any part of the Common Area to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless an instrument has been signed by two-thirds (2/3) of each class of members, agreeing to such dedication, sale or transfer.

The Association shall have the power to borrow money, and with the assent of two-thirds (2/3) of each class of members mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred.

The Association may be dissolved with the assent given in writing and signed by not less than two-thirds (2/3) of each class of members. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization to be devoted to such similar purposes.

The Corporation shall exist perpetually.

ARTICLE XIV

In order to take action under Articles VIII through XII, there must be a duly held meeting. The presence of or proxies entitled to cast sixty percent (60%) of the votes of the membership shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to the notice requirement set forth above, and the required quorum at such subsequent meeting shall be one-half of the required quorum of the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

Amendment of these Articles shall require the vote of seventy-five percent (75%) of the votes of the entire membership for adoption.

As long as there is a Class B membership, the following actions will require the prior approval of the Federal Housing Administration or the Veterans Administration: annexation of additional properties, mergers and consolidations, mortgaging of Common Area, dedication of Common Area, dissolution and amendment of these Articles.

IN WITNESS WHEREOF, for the purpose of forming this Corporation, under the laws of the State of Virginia, we, the undersigned, constituting the incorporators of the Association, have executed these Articles of Incorporation this 14th day of January, 1976.

______________________________
NICHOLAS MALINCHAK
______________________________
THOMAS J. COLUCCI
______________________________
RICHARD E. HARDIE

STATE OF VIRGINIA,
COUNTY OF ARLINGTON, to-wit:

Personally this day appeared before me, the undersigned Notary Public in and for the County aforesaid in the State of Virginia, whose commission will expire _________________________, NICHOLAS MALINCHAK, THOMAS J. COLUCCI and RICHARD E. HARDIE, whose names are signed to the foregoing Articles Of Incorporation of the LEEWOOD HOMEOWNERS ASSOCIATION, INC., and acknowledged the same before me.

Given under my hand this __________ day of _________________________ 1975.

______________________________
NOTARY PUBLIC