ARTICLES OF INCORPORATION MEADOWBROOK WOODS HOMEOWNERS ASSOCIATION, INC.

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1 power and authority to: Michael D. Lubeley, who is a resident of Virginia,.a member of the Virginia State ARTICLE IV within the Property known or to be known as Meadowbrook Woods, Prince William County within the jurisdiction of the Association. For this purpose. thc As;ociation shall have the hereinafter called the Association. I he name of the Corporation is Meadowbrook Woods Homeowners Assocition, Inc., NAMl OF CORPORATiON I the general laws of Virginia, and does hereby certify: an incorporator for the purpose of forming a non-stock, non-profit corporation pursuant to this day, by execution of these Articles of Incorporation, voluntarily declared himself to be of Virginia, as amended, the undersigned, who is at least twenty-one (21) years of age, has This Association does not contemplate pecuniary gain or profit, direct or. indirect, to assure maintenance, preservation and architectural control of the Lots and Common Area Virginia ( The Property ), including such additions thereto as may be hereafter brought Stackhouse, Emrich, & Lubeley, P.C Office Place, Suite 21, Woodbridge, Virginia, Bar and whose business address is Walsh, Colucci, Stackhouse, Ernrich, & Lubeley, P.C. (being the same address at the registered office) is hereby appointed the initial registered R1iC l366 Office Place, Suite 21, Woodbridge, Virginia, in the County ot irince William 1lSTIRU) AG1N which is in the County of Prince William. REGiSTERED OFFICE The initial registered office of the Association is located c/o Walst Colucci, In compliance with the requirements of Chapter 1 of Title 13.1 of the 15O Code MEADOWBROOK WOODS HOMEOWNERS ASSOCIATION, INC. agent of this Association. ( OF ARTICLE I ARTICLE II ARTICLE III the members thereof, and the specific purposes for which it is formed are to provide for or ARTICLES OF INCORPORATION POWERS AND PURPOSES

2 2 (c) Acquire (by gift, ourchase or otherwise), own, hold, improve, build be agreed to by all members entitled to vote. No such dedication or transfer ha]l be (f) Participate in mergers and consolidations with other non-profit (g) Have and exercise any and all powers, rights and priviiegeswhich i may now or hereafter have or exercise. to the conduct of the busincs of the Association; Bylaws provides otherwise. levied or imposed against the property of the Association and all other expenses incident connection therewith, including all office expenses, liccnses, Ltcs or governmental charges incurred; dedication, sale or transfer at any special meeting of the members duly called for such (1,) Fix, levy, collect and enforce payment by any lawful means, of all Dec taration being incorporated herein as if set forth at length and made a part hereot; recorded or to he recorded among the Land Records of the County of Prince William. corporations organized for the same purposes or annex additional residential property and assent of m. we than two-thirds (2/3) of each class of members, unless the Declaration or and obligations of the Association as set forth in the Declaration of Covenants, Conçiitions and Restrictions, hereinafter called the Declaration, applicable to the Property and Virginia, and as the same may be amended from time to time as therein provided, said (a) Exercise all of the powers and privileges and perform all of the:duties charges or assessments pursuant to the terms of the Declaration; to pay all eietses in 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; (d) Borrow money, and with the assent of more than two-thirds (2/3) of or personal property owned by the Association as security for money borrowed or debts each class of members, mortgage, pledge, deed in trust, or hypothecate any or all of the real purpose. (e) Dedicate, sell or transfer all or any part oi the Common Are3 to any Common Area, provided that any such merger, consolidation or annex; ion shall have the public agency, authority or utility for such purposes and subject to such conditions as may effective unless two-thirds (2/3) of each class of the then voting members agree to such non-stock, non-profit corporation organized under the laws of the State of Vrgnia by law

3 3 This Association is not authorizd to issue any capital stock and shall not be orad than one (1) person holds an interest in any Lot, all such persons shall be menibes. The equr l the total votes outstanding in the Class B membership; or Association; provided that any such person or entity who or which holds such interest mcrev ARTiCLE Vi Association. for profit. The Association does not anticipate distributing dividends, gains or profits tj its Class A: Class A members shall he all Owners with the exception.bof the shall more than one (1) vote be cast by a Class A member with respect to any 14. and Class A members shall he entitled to one (1) vote for each Lot owned. Whn more vote for such Lot shall be exercised as they, among themselves, determine, but in no event Declarant (with respect to any Lot for which the Declararit holds a Class B membership,) The Association shall have two (2) classes of voting membership: NO CAPITAL STOCK any of the following events, whichever occurs earliest: membership shall cease and be converted to a Class A membership upon the happping of Declaration) and shall he entitled to three (3) votes for cacti Lot owned. The lass B Class B: The Class B member(s) shall he the Dclarant (as define in the (ii) December 31, Lot forming a part of the Property including contract sellers, shall he a member of the Every person or entity who is a record owner of a fee or undivided fee interest in acy Association. except as miy be specifically provided in these Articles of Incorporation or the B4laws of the ARTICLE VII VOTING RIGHTS acquire any memberships of this Association that may at any time be issued by the kssoeiaticn The members of the Association shall have no preemptive rights, as such membs, u (1) wnen the total votes outstanding in the Class A membersnip ARTiCLE \ members. No member shall have any personal liability for the debts or obligations of the MEMBERSHIP J

4 as security for the performance of an obligation shall not he a member. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment by the Association. ARTICLE Vii] BOARD OF DIRECTORS The affairs of this Association shall be managed by a Board initially consistir% of three (3) Directors whose names and addresses are hereinafter listed. Commencing wit the first annual meeting of the Association, the Board shall consist of not less than three (3)nor more than seven (7) Directors. The numbers of Directors shall he determined by a vote of the members at the lrst annual meeting of members arid the number of Directors may h changed by a vote of the mcmbers at any subsequent annual or special meeting of the iiemhers; provided, however, that (a) the limitations of this Article VIII shall continue to appy; and (b) no such change shall operate to curtail or extend the term of any incumbent Director. The Directors need not he members of the Association. The number of Directors may be changed by amendment of the Bylaws of the Association. The names and addresses of the persons who arc to initially act in the capacity of Directors until the selection of their successors are: Gerald Henson do Meadowbrook. L.C Springhill Road Suite 21 McLean, Va Jeffrey Snyder c/n Mcadowhrook, LC Springhill Road Suite 21 McLean, Va Ahmad H. Abdul-Baki c/o Meadowbrook, LC Springhi]l Road Suite 21 McLean, Va ARTICLE IX DISSOLUTION The Association shall exist in perpetuity unless dissolved as provided herein. 4

5 to l used for purposes similar to those for which this Associ4tiun was created. In the event Members not less than twenty-five (25) nor more than fifty (5) days prior to a meeting called consolidation, the assets of the Association shall be dedicated to an appropriate public gency br such purpose. Upon dissolution of the Association, other than incident to a merger or Virginia. 195, as amended. Written notice of such proposed action shall he sent to all S October Ii, hua\ rneadowbrart / Incorporator - Articles of incorporation this day of,.,,, of the State of Virginia, the undersigned, incorporator of this Association, has eecu ted these IN WITNESS WHEREOF, for the purpose of forming this Corporation, under the laws the entire membership. Amendment of these Articles shall require the assent of seventy-five percent (75c) of AMENDMENTS AR]]CIJX Memlcrs of each Class of Mcmhcrs. to such similar purposes in accordance with the wishes of more than two-thirds (2/3) of conveyed and assigned to any non-profit association, trust or other organization to he devoted that such dedication is refused acceptance by such a public.agen, such assets shall be granted, than two-thirds (2/3) of the Members of each Class as provided in Section i , Code of The A.ssociation may he dissolved at an Annual or Special Meeting by the vole of more

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