Tauxemont Community Association (TCA) is a closed corporation*, organized under the laws of the Commonwealth of Virginia, that owns the water system, land, and facilities serving Tauxemont. TCA operates the water system and its primary mission is to provide water.

TCA is governed by a stockholder**-elected Board of Directors and Officers consisting of a President, Vice President, Treasurer, Secretary, and four area Representatives (one each from Tauxemont sections I, II, IIIN, and IIIS). The Board manages the affairs of the Association in accordance with its Certificate of Incorporation, By-Laws, annual budget, and decisions of the stockholders. The Board oversees a volunteer Water Committee led by a Board-appointed Chairperson, who is an engineer and Class VI Operator licensed by the Virginia Department of Professional and Occupational Regulations. 

* TCA is a corporation - not a homeowners association - and was formed to serve lot owners before county services were available.

** Each lot owner in Tauxemont is a stockholder in TCA

 

TCA Covenants

These covenants are for information only. For the definitive legal text, check with the appropriate county records office.

Tauxemont Section I
[amended 7/03: 4th line; “majority” changed to “eighty percent (80%)”]

These covenants are to run with the land and shall be binding on all parties and all persons claiming under them until January 1, 1966, at which time said Covenants shall be automatically extended for successive periods of 10 years unless by vote of a MAJORITY eighty percent (80%) of the then home owners of the lots it is agreed to change said covenants in whole or in part.

If the parties hereto, or any of them, or their heirs or assigns shall violate or attempt to violate any of the covenants herein it shall be lawful for any other person owning any real property situated in said development or subdivision to prosecute any proceedings at law or in equity against the person or persons violating or attempting to violate any such Covenant and either to prevent him or them from so doing or to recover damages or other dues for such violation.

Invalidation of any one of these Covenants by judgement or court order shall in no wise affect any of the other provisions which shall remain in full force and effect.

A.  All lots in the tract shall be known and described as residential lots. No structures shall be erected, altered, placed or permitted to remain on any residential building plot other than one detached single family dwelling, and a private garage for not more than 2 cars, and other structures serving to enhance the value of the plot.
B.  No building shall be located nearer to the front lot line or nearer to the side street line than the building setback lines shown on the recorded plat. In any event, no building shall be located on any residential building plot nearer than 25 feet to the front lot line, nor nearer than 25 feet to any side street line. No building, except a detached garage or other outbuilding located 70 feet or more from the front lot line, shall be located nearer than 8 feet to any side lot line. No residence shall be constructed on any residential building plot at a distance of less than 40 feet from any existing residence.
C.  No residential structure shall be erected or placed on any building plot, which plot has an area of less than 20,000 square feet or a width of less than 100 feet at the front building setback line, except that a residence may be erected or placed on Lots Nos. 11 and 13 which are over 80 feet front at said front set back line.
D.  No noxious or offensive trade or activity shall be carried on upon any lot nor shall anything be done thereon which may be or become an annoyance or nuisance to the neighborhood.
E.  No trailer, basement, tent, shack, garage, barn, or other outbuilding erected in the tract shall at any time be used as a residence temporarily or permanently, nor shall any structure of a temporary character be used as a residence.
F.  No dwelling having a value of less than $4500.00 shall be permitted on any lot in the tract. The ground floor area of the main structure, exclusive of one-story open porches and garages, shall not be less than 600 square feet in the case of a one-story structure nor less than 450 square feet in the case of a one and one-half, two, or two and one-half story structure.
G.  An easement is reserved over the rear 5 feet of each lot for utility installation and maintenance.
H.  Until such time as a sanitary sewer system shall have been constructed to serve this subdivision a sewage disposal system constructed in accordance with the requirements of the Fairfax County Health Department shall be installed to serve each dwelling. The effluent from septic tanks shall not be permitted to discharge into a stream storm sewer, open ditch or drain, unless it has been first passed through an absorption field approved by the health authority.
I.  The Corporation agrees to furnish to any house utility service at uniform or reasonable rates, regardless of whether the individual occupying the dwelling is a member of the Corporation or not.

Tauxemont Section II

These covenants are to run with the land and shall be binding on all parties and all persons claiming under them until January 1, 1966, at which time said Covenants shall be automatically extended for successive periods of 10 years unless by vote of a majority of the then home owners of the lots it is agreed to change said covenants in whole or in part.

If the parties hereto, or any of them, or their heirs or assigns shall violate or attempt to violate any of the covenants herein it shall be lawful for any other person owning any real property situated in said development or subdivision to prosecute any proceedings at law or in equity against the person or persons violating or attempting to violate any such Covenant and either to prevent him or them from so doing or to recover damages or other dues for such violation.

Invalidation of any one of these Covenants by judgement or court order shall in no wise affect any of the other provisions which shall remain in full force and effect.

A.  All lots in the tract shall be known and described as residential lots. No structures shall be erected, altered, placed or permitted to remain on any residential building plot other than one detached single family dwelling, and a private garage for not more than 2 cars, and other structures serving to enhance the value of the plot.
B.  No building shall be located nearer to the front lot line or nearer to the side street line than the building setback lines shown on the recorded plat or than permitted by the zoning ordinance of Fairfax County.
C.  No residential structure shall be erected or placed on any building plot, which plot has an area of less than one half acre or a width of less than 100 feet at the front building setback line.
D.  No noxious or offensive trade or activity shall be carried on upon any lot nor shall anything be done thereon which may be or become an annoyance or nuisance to the neighborhood.
E.  No trailer, basement, tent, shack, garage, barn, or other outbuilding erected in the tract shall at any time be used as a residence temporarily or permanently, nor shall any structure of a temporary character be used as a residence.
F.  No dwelling having a value of less than $4500.00 shall be permitted on any lot in the tract. The ground floor area of the main structure, exclusive of one-story open porches and garages, shall not be less than 600 square feet in the case of a one-story structure nor less than 450 square feet in the case of a one and one-half, two, or two and one-half story structure.
G.  An easement is reserved over the rear five feet and two and one-half feet along each side line of each lot for utility installation and maintenance.
H.  Until such time as a sanitary sewer system shall have been constructed to serve this subdivision a sewage disposal system constructed in accordance with the requirements of the Fairfax County Health Department shall be installed to serve each dwelling. The effluent from septic tanks shall not be permitted to discharge into a stream storm sewer, open ditch or drain, unless it has been first passed through an absorption field approved by the health authority.

Tauxemont Section III North & Section III South

These covenants are to run with the land and shall be binding on all parties and all persons claiming under them until January 1, 1972, at which time said Covenants shall be automatically extended for successive periods of 10 years unless by vote of a majority of the then home owners of the lots it is agreed to change said covenants in whole or in part.

If the parties hereto, or any of them, or their heirs or assigns shall violate or attempt to violate any of the covenants herein it shall be lawful for any other person owning any real property situated in said development or subdivision to prosecute any proceedings at law or in equity against the person or persons violating or attempting to violate any such Covenant and either to prevent him or them from so doing or to recover damages or other dues for such violation.

Invalidation of any one of these Covenants by judgement or court order shall in no wise affect any of the other provisions which shall remain in full force and effect.
A.  All lots in the tract shall be known and described as residential lots. In addition, Lot No. 12 may be reserved for community recreational use by providing a swimming pool, tennis court, and structures incidental to such recreational use. Facilities for community use may be provided on sites indicated on recorded plat  as well and pump house areas. No structure shall be erected, altered, placed or permitted to remain on any residential building plot other than one detached single family dwelling and  a private garage for not more than two cars, and other structures incidental to residential use.
B.  No building shall be erected, placed, or altered on any building plot in this subdivision until the building plans, specifications, and plot plan showing the locations of such building have been approved in writing as to conformity and harmony of external design with existing structures in the subdivision, and to the location of the building with respect to topography and finished ground elevation, by a committee composed of Robert C. Davenport, Groff Conklin, and Samuel J. Rodman, or by a representative designated by a majority of the members of said committee. In the event of death or resignation of any member of said committee, the remaining member or members shall have full authority to approve or disapprove such design and location, or to designate a representative with like authority. In the event said committee, or its designated representative, fails to approve or disapprove such design and location within thirty days after said plans and specifications have been submitted to it, or, in any event, if no suit to enjoin the erection of such building or the making of such alterations has been commenced prior to completion thereof, such approval will not be required and this Covenant will be deemed to have been fully complied with. Neither the members of such committee nor its designated representative shall be entitled to any compensation for services performed pursuant to this Covenant. The powers and duties of such committee, and of its designated representatives, shall cease on and after January 1, 1948. Thereafter the approval described in this Covenant shall not be required unless, prior to said date, and effective thereon, a written instrument shall be executed by the owners of a majority of the lots of this subdivision and duly recorded, appointing a representative, or representatives, who shall thereafter exercise the said powers previously exercised by said Committee.
C.  No building shall be located nearer to the front line or nearer to the side street line than the building setback lines shown in the recorded plat. In any event, no building shall be located on any residential building plot nearer than twenty-five feet to the front lot line, nor nearer than twenty-five feet to any side street line.  No building, except a detached garage or other outbuilding located seventy feet or more from the lot line, shall be located nearer than eight feet to any side lot line. No residence shall be constructed on any residential building plot at a distance of less than forty feet from any existing residence. Any of the foregoing provisions of this Covenant may be modified by a committee selected by a community organization or association representing a majority of the then recorded owners of the lots in this subdivision providing such modifications are reduced to writing and duly recorded.
D.  No residential structure shall be erected or placed on any building plot, which plot has an area of less than 17,000 square feet, or a width of less than 65 feet at the front building setback line.
E.  No noxious or offensive trade or activity shall be carried on upon any lot nor shall anything be done thereon which may be or become an annoyance or nuisance to the neighborhood.
F.  No trailer, basement, tent, shack, garage, barn, or other outbuilding erected in the tract shall at any time be used as a residence, temporarily or permanently, nor shall any structure of a temporary character be used as a residence.
G.  No dwelling having a value of less than $4500.00 shall be permitted on any lot in the tract. The ground floor area of the main structure, exclusive of one-story open portions and garages, shall not be less than 600 square feet in the case of a one-story structure, nor less than 450 square feet in the case of a one and one-half, two, or two and one-half story structure.
H.  Until such time as a sanitary sewer system shall have been constructed to serve this subdivision, a sewage disposal system constructed in accordance with the requirements of the Fairfax County Health Department shall be installed to serve each dwelling. The effluent from septic tanks shall not be permitted to discharge into a stream, storm sewer, open ditch or drain unless it has been first passed through an absorption field approved by the health authority.
I.  An easement is reserved over the rear five feet of each lot for utility and water installation and maintenance, and in addition easements affecting Lots Nos. 4, 5, 8, 9, 13, 14, 18, 19, 22, 23, 26, 27, 29, 30, 31, 33, 34, 37 are reserved, plus easements on such other lots as may be indicated and shown on the recorded plat, for utility installation and maintenance.

Amendment to the Covenants of Tauxemont Section III North & Section III South
In 1948, paragraph C. was amended. The amendment applied to all of Tauxemont III. The result was that paragraph C. now reads:

C.  No building shall be located on any residential building plot nearer than twenty-five feet to the front lot line, nor nearer than twenty-five feet to any side street line.  No building, except a detached garage or other outbuilding located seventy feet or more from the lot line, shall be located nearer than eight feet to any side lot line. No residence shall be constructed on any residential building plot at a distance of less than forty feet from any existing residence. Any of the foregoing provisions of this Covenant may be modified by a committee selected by a community organization or association representing a majority of the then recorded owners of the lots in this subdivision providing such modifications are reduced to writing and duly recorded.

 

TCA By-Laws

As amended June, 2016

I. Purpose

Article 1.
The purpose of the Tauxemont Community Association, Inc. (hereinafter referred to as “the Association”) shall be to own and use such property as it may acquire for community purposes; to sell and/or lease to third parties property that it may acquire; to provide such community services as the stockholders shall determine to be for the benefit of the community; to furnish water and other services and facilities to all stockholders of the Association or their tenants and to such non-stockholders as shall be approved by a two-thirds (2/3) vote of those present in person or by proxy at any meeting of the Association, said water and other services to be furnished at rates approved by the stockholders at any annual or special meeting of the Association.

II. Membership

Article 2.
Stockholders of the Association shall be present owner(s) of each house and lot in the Tauxemont subdivisions. Joint owners of a house and lot shall jointly hold a single share. The vote of each share of stock jointly owned shall be fractionally divided to reflect the number of owners of the respective house and lot. Provided that if only one of the joint stockholders of a divided share is present at a meeting of shareholders, the member present may vote the entire share. If a shareholder is not a natural person, the vote of such member may be cast by any natural person authorized by such member in a certificate signed by an authorized officer, partner or trustee of the shareholder and filed with the secretary. 

Article 3.
A share of stock in the Association shall, upon the payment of One Dollar ($1.00) to the Association, be issued to such owner(s) of a house and lot in the three Tauxemont subdivisions, entitling the owner(s) to a single share in the assets of the Association. Any owner (or joint owners) of more than one house may purchase one share for each house. The certificate and the share in the Association which it represents is non-transferable and shall be null and void and of no further effect whatever on and after the date on which the holder(s) thereof shall sell the house and lot in respect of which such certificate was issued, and such certificate shall be canceled on the books of the Association as of the date of such sale and upon the repayment of One Dollar ($1.00) in redemption thereof by the Association to the holder(s) without regard to whether the actual certificate is surrendered.

Article 4.
No shareholder may vote at any meeting of the Association or be elected to serve on the Board of Directors if payment of any financial obligation by such shareholder to the Association is delinquent more than sixty days. The Association may terminate all services, including water service, to a shareholder whose payment of any financial obligation to the Association is delinquent more than sixty days. A new certificate shall not be issued to the purchaser of any house and lot nor shall such purchaser be eligible for the purchase of a share of stock in the Association or the use of its facilities and services until all amounts due the Association by the seller(s) of said house and lot or any tenant of said seller(s) have been paid in full to the Association.

III. Meetings
    
Article 5.
An annual meeting of the Association shall be held on the third Tuesday of April, or within the preceding or following calendar week, at an hour and place determined by the Board of Directors.

Article 6.
Special meetings may be called by the Board of Directors or by written petition to the President of not less than one-tenth (1/10) of the shareholders. The signatures on a petition requesting a special meeting shall be valid for one hundred-eighty days after the date of the first such signature. Such petition must specify the purposes for which the special meeting is to be held. No business other than that stated in the petition shall be conducted at a special meeting.

Article 7.
Notice of all meetings shall be given by the Secretary of the Association by sending notice thereof not less than 10 nor more than 50 days in advance of the meeting to each stockholder at his last known address and to each tenant. In the case of special meetings, the notice  shall specify the purpose for which the meeting is called. Each notice shall specify the time and place of the meeting. A shareholder who attends a meeting shall be conclusively presumed to have had timely and proper notice of the meeting, unless such shareholder attends for the sole purpose of objecting to the transaction of any business and so notifies the person conducting the meeting before the commencement of the meeting.

Article 8.
One-half (1/2) stockholders or their authorized proxies shall constitute a quorum.

IV. Voting

Article 9.
A stockholder may vote either in person or by proxy executed in writing by the stockholder. No proxy shall be valid after eleven months from its date. The Secretary of the corporation shall cause a proxy form to be delivered to each stockholder with each notice of each annual or special meeting of the stockholders. Provided, however, that the failure of the Secretary to provide a proxy form for each stockholder shall not cause the notice of a special or annual meeting of the stockholders to be otherwise invalid.

Article 10.
Unless otherwise specified in these by-laws, decisions shall be by a simple majority of the votes cast by those present in person or by proxy and entitled to vote at a meeting of the Association.

V. Board of Directors and Officers

Article 11.
The Board of Directors of the Association shall consist of the officers of the Association as defined in Article 12 below.

Article 12.
The officers of the Association shall be a President, a Vice President, a Secretary, a Treasurer, and four area Representatives, one each from Tauxemont I, II, and from the north and south sections of Tauxemont III.

Article 13.
The officers of the Association shall be divided into two groups for election purposes: Group A - president, treasurer, Area Reps I and II; and Group B - vice president, secretary, Area Reps IIIN and IIIS. The officers shall be elected at the annual meeting of the Association, alternating Groups A and B to each serve a two-year term. Officers may be reelected. Their term of office shall begin at the close of such annual meeting. 

Article 14.
A quorum for meetings of the Board of Directors shall consist of a majority of the officers.

Article 15.
The Board of Directors shall establish its own rules of procedure.

Article 16.
Meetings of the Board of Directors shall be held at the call of the President or at the request of any three officers and at least once during each calendar quarter.

Article 17.
When it shall become necessary to fill any vacancies due to the death, resignation, or inability to perform, of any of the officers, an election shall be held at the next special or regular meeting of the stockholders. Pending such a meeting, the Board of Directors may fill the vacancy by an interim appointment.

Article 18.
Officers shall be elected from among the stockholders of the Association. A spouse or partner of a stockholder who does not meet the Membership qualifications pursuant to Article 2 of the Association By-Laws (herein after referred to as ‘non-member’), but who resides full time with a stockholder in the Tauxemont community, may serve as an officer of the Association, provided that prior to election to an officer position, the non-member provides written proof of legal residency (i.e., a driver’s license, voter registration card, passport, etc.). Upon terminating full time residence with the stockholder, a non-member officer’s position on the Association board shall immediately terminate. The number of officers of the Association who are non-members shall be limited to no more than two (2) at any time. Only stockholders may be elected to the positions of President and Vice President. No officer shall receive any compensation from the Association for serving or acting as such.

VI. Management of the Affairs of the Association

Article 19.
The affairs of the Association shall be managed by the Board of Directors in accordance with the certificate of incorporation, the by-laws, the annual budget, and decisions of the stockholders. The Board of Directors shall have all of the powers necessary for the administration of the affairs of the Association. In addition to the duties imposed by any resolution of the Association hereafter adopted, the Board of Directors shall have the following duties:

a)  Provide for the upkeep of Association property;
b)  Hire, dismiss and compensate personnel and purchase goods and services necessary to provide for upkeep of Association property;
c)  Collect assessments, water service fees, rents and other moneys, deposit the proceeds in depositories designated by the Board of Directors and use the proceeds to carry out the duties of the Board of Directors;
d)  Adopt and amend any reasonable rules not inconsistent with the by-laws and Articles of Incorporation;
e)  Act with respect to all matters arising out of any eminent domain proceeding affecting Association property, provided that prompt written notice of all eminent domain proceedings affecting Association property shall be given to the shareholders;

f)  Obtain and carry insurance against casualties and liabilities, pay premiums therefor and adjust and settle claims;
g)  Notify any mortgagee or prospective purchaser of a shareholder’s house and lot of any delinquency in payment of any money owed to the Association;
h)  Rent Association property to non-shareholders and provide goods and services to non-shareholders on terms approved by the Board of Directors;
i)  Borrow money on behalf of the Association when required for any valid purpose, provided that the approval of a majority of shareholders of the Association present at any annual or special meeting called for the purpose shall be required before the Association may borrow any sum in excess of fifty percent of the total revenue of the Association for that year or mortgage any property owned in fee simple by the Association;
j)   Dispose of property of the Association, provided however, that, notwithstanding any other provision of these by-laws, no real property of the Association shall be conveyed to any person or entity unless such conveyance is approved by two-thirds of the total number of shareholders of the Association then entitled to vote, at a special meeting called for the purpose; and
k)  Provide an Association Disclosure Packet with respect to any lot and house within fourteen days of receipt of a written request and payment of the appropriate fee.

Article 20.
The Board of Directors shall submit in advance of each annual meeting of the Association a report and a financial statement covering operations since the previous annual meeting. The Board of Directors shall also submit in advance of the annual meeting a budget for the succeeding twelve months, including recommendations for such fees and charges as it may deem necessary, in support of such budget.

Article 21.
The Board of Directors shall establish and maintain a permanent Capital Reserve Fund. The Capital Reserve Fund shall be expended solely for the purpose of making capital replacements and improvements to Association property. The Board of Directors shall recommend in the annual budget and set aside for deposit into the Capital Reserve Fund, moneys sufficient to replace equipment and other capital improvements of the Association at the ends of their anticipated useful lives. The Capital Reserve Fund shall be separate and distinct from, and in addition to, moneys expended for routine maintenance and operation of Association property. The amount of the Capital Reserve Fund shall be determined by the Board of Directors from time to time, after consultation with legal counsel and the Certified Public Accountants advising the Board.

Article 22.
The President shall be the chief executive officer of the Association. He shall preside at all meetings of the Association and the Board of Directors.

Article 23.
The President is authorized to sign deeds and contracts on behalf of the Association.

Article 24.
The Vice President shall perform such duties as shall be assigned to him by the President and shall assume the functions and responsibilities of the President in the absence or inability to perform of the latter.

Article 25.
The Secretary shall keep a record of the activities of the Association in the form of minutes of each meeting of the stockholders and of the Board of Directors. The Secretary shall maintain the files of the Association. The Board of Directors may appoint an assistant Secretary and/or business agent of the Association to whom may be delegated the responsibility of rendering bills to the users of Association services and maintenance of the records of the Association and such other duties as the Board of Directors may from time to time determine.

Article 26.
The Treasurer shall have custody of the funds of the Association and shall see that a record of all receipts and disbursements is kept. He shall submit to each annual meeting a report on financial operations and a financial statement.

Article 27.
The Board of Directors shall arrange for an independent audit of the accounts of the Association to be performed annually before the regular meeting of the Association. The report of the audit shall be submitted to the regular meeting together with the financial statement.

Article 28.
The officers shall not be liable to the Association or any shareholder for any mistake of judgment, negligence or otherwise, except for their own individual willful misconduct or bad faith. Officers shall have no personal liability with respect to any contract made by them on behalf of the Association. The Association shall have the power to purchase and maintain insurance on behalf of any person who is or was an officer of the Association against any liability asserted against such person in such capacity or arising out of such person’s status as an officer of the Association.


VIII. Committees

Article 29.
The Board of Directors shall establish such committees as it may deem necessary, but in any case shall establish the following committees: Community Property, Water, Recreation, Roads and Sanitation, and Civic Affairs, the Chairmen of which shall be entitled to be present and heard at meetings of the Board of Directors, but shall not have a vote.

Article 30.
The four Area Representatives, together with a chairman appointed by the President, shall constitute a Nominating Committee for the nomination of the officers of the Association. The chairman of the Nominating Committee shall not be a voting member of the Board of Directors. Each person nominated by the Nominating Committee or from the floor of any annual meeting must agree, in writing or in person at the annual meeting, to serve.

IX. Implementation of These By-Laws

Article 31.
These By-Laws shall be implemented by written rules and regulations not inconsistent therewith. These rules and regulations shall further set forth the duties of officers and committees. The rules and regulations shall be formulated and communicated to the stockholders by the Board of Directors and the stockholders kept advised of any amendments thereto.

X. Books and Records

Article 32.
The Association shall keep books and records as required by 13.1-932 of the Virginia Code and by Section 55-510 of the Virginia Property Owners’ Association Act. All books and records shall be kept in accordance with generally accepted accounting principles. The Association shall file and maintain annual reports required to be filed with the Virginia State Corporation Commission by Section 13.1-936 of the Virginia Code. The books and records of the Association shall be available for inspection by shareholders at reasonable times and places, and in a manner established by the Board of Directors, upon notice to the President or Treasurer of the Association.

XI. Effective Date and Amendment of These By-Laws

Article 33.
These By-Laws shall take effect from the date of their approval by two-thirds (2/3) of the members of the Association, present in person or by proxy at a meeting of the Association, duly called. Ammendments must be approved by a vote of two-thirds (2/3) of those present in person or by proxy and entitled to vote at a meeting of the Association duly called.

 

TCA Certificate of Incorporation

 On file and admitted to record in the Clerk’s office of the State Corporation Commission on the 11th day of January, 1949.

This is to certify that we do hereby associate ourselves to establish a corporation under and by virtue of Chapter 147 and 148, Code of Virginia, 1919, and acts amendatory thereof, for the purposes and under the corporate name hereinafter mentioned and to that end we do by this certificate set forth as follows:

1. The name of the corporation shall be TAUXEMONT COMMUNITY ASSOCIATION, INCORPORATED (herein called the “Association”).
2. Its principal office shall be at 3 Shenandoah Road, Tauxemont, Alexandria, Virginia, in Fairfax County.
3. The purpose of the Association shall be:
a.  to own, maintain, and operate water wells, pumping and distribution facilities;
b.  to furnish water under contract to local residents, and not to the public generally;
c.  to contract for furnishing local residents liquefied petroleum gas;
d.  to contract for the collection of trash and garbage;
e.  to develop and operate recreational facilities;
f.  to lease, own, and operate property for community purposes, including a building for a nursery school or for other educational or community undertakings.

1. The maximum amount of stock which the Association may issue and have outstanding at any one time shall be fifty thousand shares and the minimum amount of such stock issued and outstanding at any one time shall be twenty-five shares. There shall be only one class of stock created pursuant to this certificate, namely: common stock having a par value of one dollar ($1.00) per share.
2. The period for the duration of the Association shall be unlimited.
3. The names and residences of the officers and directors (changed annually by the stockholders).
4. The amount of real estate which the Association can hold at any one time shall not exceed 100 acres. 
a. The owners from time to time of each house and lot in the Tauxemont subdivision shall be entitled to purchase shares of stock in the Association. If, in the future, real estate subdivisions or developments contiguous to Tauxemont subdivisions come into existence all of the home owners in such subdivisions or developments may be offered the privilege of purchasing shares of stock of the Association on the same basis as the existing stockholders, provided two-thirds of the stockholders present at a special meeting called for the purpose of voting on the extension of such privilege consent to the sale of stock to such persons.
b. The Association shall repurchase any or all outstanding shares of stock which any holder thereof offers to it and shall pay therefore the price at which such shares were originally issued. The Association shall offer and sell shares of stock only to such persons as are entitled to purchase shares of stock in the Association.