We hereby associate to form a non

ARTICLES OF INCORPORATION
THE GROVE HOMEOWNERS ASSOCIATION
We hereby associate to form a non-stock corporation under
the provisions of Chapter 10 of Title 13.1 of the Code of
Virginia, and to that end set forth the following:
ARTICLE I
NAME OF THE CORPORATION
The name of the corporation is The Grove Homeowners
Association (the "Association"1 .
ARTICLE I1
PURPOSES
The specific purpose for which the Association is formed is
to provide for the acquisition, construction, management,
maintenance and care, within the meaning of Section 528 of the
Internal Revenue Code, of the Common Area, as hereafter defined,
at The Grove Subdivision (the "Subdivision") and the enforcement
of the covenants and restrictions that apply to the Subdivision
and for these purposes to: (a) enforce the bylaws of this
Association (the llBylaws") and Declaration of Covenants,
Conditions and Restrictions for The Grove (the "Declarationf') and
exercise all of the powers and privileges and perform all of the
duties and obligations of the Association thereunder; (b) fix,
levy, collect and enforce payment by any lawful means, all
charges, dues or assessments pursuant to the Bylaws and the
Declaration; (c) pay all Common Expenses, as hereafter defined;
(d) subject to the Bylaws and the Declaration, acquire, own,
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; and ( e ) to conduct any and all business and to have
and exercise any and all powers, rights and privileges that a
corporation organized under the Virginia Non-Stock Corporation
Act may now or hereafter conduct or exercise and that are not
required by law to be specifically set forth in these articles,
provided, however, that no part of the Association's net earnings
inure to the benefit of its officers, directors, or member,
except that the Association shall be authorized and empowered to
pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of the purposes set
forth above.
ARTICLE I11
DEFINITIONS
The capitalized terms contained in these Articles of
Incorporation and not otherwise defined herein, shall have the
meanings set forth below:
"Area of Common Responsibility" shall mean and refer to the
Common Area, together with those areas, if any, which by the
terms of the Declaration, any Supplemental Declaration or other
applicable covenants, or by contract or agreement, become the
responsibility of the Association. In addition to Common Areas,
Areas of Common Responsibility shall include, without limitation,
any landscape easements located on Lots, all sidewalks within the
Subdivision, all fencing and signage owned or to be owned by the
Association, and storm water retention ponds and dams located
within the Subdivision.
nAssociationllshall mean and refer to The Grove Homeowners
Association, a Virginia non-stock corporation, its successors and
assigns.
"Board of Directors" shall mean the board of directors of
the Association.
"Common Area" shall mean all real property and improvements
which are owned by the Association and intended to be devoted to
the common use and enjoyment of the Owners.
"Common Expenses" shall mean the costs and expenses incurred
by the Association and used (a) to promote the general appearance
of the Subdivision, (b) for the improvement and maintenance of
all Areas of Common Responsibility, specifically including costs
and escrows in an amount satisfactory to the County of
Chesterfield, Virginia for the maintenance and repair of
sidewalks, and (c) for such other purposes as may be approved by
the Board of Directors.
"Declarant" shall mean and refer to The Grove, L.P., a
Virginia limited partnership, its successors and assigns.
"Lot" shall mean any residential lot developed by Declarant
in the Subdivision.
"Owner" shall mean and refer to the record owner, whether
one or more persons or entities, of the fee simple title to any
Lot in the Subdivision, including contract sellers, but excluding
those having such interest merely as security for the performance
of an obligation.
.J
"Subdivision" shall mean The Grove Subdivision.
ARTICLE IV
VOTING RIGHTS
The Association shall have two (2) classes of voting
memberships:
Class A. Class A Members shall be all Owners (with the
exception of the Declarant) and shall be entitled to one (11 vote
for each Lot owned. When more than one person holds an interest
in any Lot, all such persons shall be Members. The vote for such
Lot shall be exercised as they, among themselves, determine, but
in no event shall more than one (1) vote be cast with respect to
any Lot.
Class B. The Class B Member shall be the Declarant, or its
successor in interest, and shall be entitled to three ( 3 ) votes
for each Lot owned. The Class B membership shall cease and be
converted to Class A membership on the happening of whichever of
the following events first occurs:
(i) When seventy-five percent (75%) of the Lots
permitted by zoning approval for the Subdivision have
certificates of occupancy issued for the residences constructed
thereon and have been conveyed to parties other than the
Declarant or builders holding title solely for the purpose of
construction and resale; or
(ii) December 31, 2008; or
(iii) When the Declarant, in its sole discretion,
determines to withdraw from Class B membership in the
Association and so notifies the Association in writing.
ARTICLE V
REGISTERED OFFICE; REGISTERED AGENT
The post office address of the initial registered office is
Two James Center, Suite 1600, 1021 E. Cary Street, Richmond,
Virginia 23219. The name of the City in which the initial
registered office is located is the City of Richmond, Virginia.
The name of its registered agent is Hugh T. Harrison, 11, who is
a resident of Virginia, a member of the Virginia State Bar and
whose business office is the same as the registered office of the
corporation.
ARTICLE VI
LIMIT ON LIABILITY AND INDEMNIFICATION
(a) Definitions. For purposes of this Article the
following definitions shall apply:
(i) "expenses" include counsel fees, expert witness
fees, and costs of investigation, litigation and appeal, as well
as any amounts expended in asserting a claim for indemnification;
(ii) "liability" means the obligation to pay a
judgment, settlement, penalty, fine, or other such obligation,
including, without limitation, any excise tax assessed with
respect to an employee benefit plan;
(iii) "legal entity" means a corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise;
and
(iv) "proceeding" means any threatened, pending, or
completed action, suit, proceeding or appeal whether civil,
criminal, administrative or investigative and whether formal or
informal .
(b) Limit on Liability. In every instance permitted by the
Virginia Non-Stock Corporation Act, as it exists on the date
hereof or may hereafter be amended, the liability of a director
or officer of the Association to the Association or its members
shall be eliminated.
(c) Indemnification of Director and Officers. The
Association shall indemnify any individual who is, was or is
threatened to be made a party to a proceeding (including a
proceeding by or in the right of the Association) because such
individual is or was a director or officer of the Association or
because such individual is or was serving the Association or any
other legal entity in any capacity at the request of the
Association while a director or officer of the Association
against all liabilities and reasonable expenses incurred in the
proceeding, except such liabilities and expenses as are incurred
because of such individual's willful misconduct or knowing
violation of the criminal law. Service as a director or officer
of a legal entity controlled by the Association shall be deemed
service at the request of the Association. The determination
that indemnification under this Section (c) is permissible and
the evaluation as to the reasonableness of expenses in a specific
case shall be made, in the case of a director, as provided by
law, and in the case of an officer, as provided in Section (d) of
this Article; provided, however, that if a majority of the
directors of the Association has changed after the date of the
alleged conduct giving rise to a claim for indemnification, such
determination and evaluation shall, at the option of the person
claiming indemnification, be made by special legal counsel agreed
upon by the Board of Directors and such person. Unless a
determination has been made that indemnification is not
permissible, the Association shall make advances and
reimbursements for expenses incurred by a director or officer in
a proceeding upon receipt of an undertaking from such director or
officer to repay the same if it is ultimately determined that
such director or officer is not entitled to indemnification.
Such undertaking shall be an unlimited, unsecured general
obligation of the director or officer and shall be accepted
without reference to such director's or officer's ability to make
repayment. The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent shall not of itself create a presumption that a
director or officer acted in such a manner as to make such
director or officer ineligible for indemnification. The
Association is authorized to contract in advance to indemnify and
make advances and reimbursements for expenses to any of its
directors or officers to the same extent provided in this Section
(c).
(d) Indemnification of Others. The Association may, to a
lesser extent or to the same extent that it is required to
provide indemnification and make advances and reimbursements for
expenses to its directors and officers pursuant to Section (c),
provide indemnification and make advances and reimbursements for
expenses to its employees and agents, the directors, officers,
employees and agents of its subsidiaries, and any person serving
any other legal entity in any capacity at the request of the
Association, and may contract in advance to do so. The
determination that indemnification under this Section (d) is
permissible, the authorization of such indemnification and the
evaluation as to the reasonableness of expenses in a specific
case shall be made as authorized from time to time by general or
specific action of the Board of Directors, which action may be
taken before or after a claim for indemnification is made, or as
otherwise provided by law. No person's rights under Section (c)
of this Article shall be limited by the provisions of this
Section (d).
(e) Miscellaneous. The rights of each person entitled to
indemnification under this Article shall inure to the benefit of
such person's heirs, executors and administrators. Special legal
counsel selected to make determinations under this Article may be
counsel for the Association. Indemnification pursuant to this
Article shall not be exclusive of any other right of
indemnification to which any person may be entitled, including
indemnification pursuant to a valid contract, indemnification by
legal entities other than the Association and indemnification
4.
under policies of insurance purchased and maintained by the
Association or others. However, no person shall be entitled to
indemnification by the Association to the extent such person is
indemnified by another, including an insurer. The Association is
authorized to purchase and maintain insurance against any
the
liability it may have under this Articl e or to prote ct any
persons named above against any liability arising from the
service to the ~ssociationor any other legal entity at the
request of the Association regardless of the Association's power
to indemnify against such liability. The provisions of this
Article shall not be deemed to pr'eclude the Association from
entering into contracts otherwise permitted by law with any
individuals or legal entities, including those named above. If
any provisions of this Article or its application to any person
or circumstance is held invalid by a court of competent
jurisdiction, the invalidity shall not affect other provisions or
applications of this Article, and to this end the provisions of
this Article are severable.
(f) Amendments. No amendment, modification or repeal of
this Article shall diminish the rights provided hereunder to any
person arising from conduct or events occurring before the
adoption of such amendment, modification or repeal.
IN WITNESS WHEREOF, for t
Association under the law
the undersigned incorporator,
Incorporation this 12th day of
THE GROVE HOMEOWNERS ASSOCIATION
APPOI-
OF DIRECTORS BY DECLARANT
The undersigned, as Declarant of The Grove Homeowners
pursuant to the provisions of
Association (the "Associationt1),
Article 111, Section A of the Bylaws of the Association, hereby
appoints the following persons to serve as members of the Board
of Directors of the Association until their successors shall be
appointed by the Declarant or shall have been elected by the
members of the Association in accordance with Article 11, Section
D (b) of the Bylaws.
Lee Rousseau
Herbert E. Fitzgerald, I11
Richard W. Nuckols
No further action is taken or consented to.
THE GROVE, L.P., a Virginia
limited partnership
BY:
MAYLAND INVESTMENT COMPANY.