The undersigned person does hereby form a non-stock, non-profit corporation (the “Association”) under the provisions of Chapter 10 of Title 13.1 of the 1950 Code of Virginia, as amended, and to that end sets forth the following:

1.   The name of the corporation is Shelter Lakes, Inc.

2.   The purposes for which the corporation is organized are:

To provide for the preservation and enhancement of the value, attractiveness and desirability of the development to be known as SHELTER LAKES, and for the maintenance and the administration of the community property, as set forth in the deeds of dedication (the “Deeds”) and the Declaration of Covenants, Conditions, Restrictions and Reservations of Shelter Lakes (the “Declaration”) and amendments thereto, to be recorded among the land records of Prince William County, Virginia.

To administer and enforce the covenants and restrictions to which the development will be subjected by the Declaration.

To collect and disburse the assessments and charges created by the Declaration.

To promote the recreation, health, safety and welfare of the residents in the development.

To maintain and improve any common areas as set forth in the Deeds and the Declaration, including any easements, rights of way, entrance signs or other facilities belonging to the Association.

To employ contractors, servants, agents and laborers as the Association may deem necessary to the exercise of its duties, responsibilities, obligations and privileges granted to it.

To establish capital reserves for future anticipated capital expenditures.

To obtain liability insurance and other types of insurance as may be deemed necessary by the Association.

To undertake, discharge and perform its duties, responsibilities and obligations created and established by the Declaration.

To pay real estate taxes and other charges and expenses related to any common areas owned by the Association.

To pay the operating costs and expenses of the Association, including attorney’s fees, accountant’s fees and taxes as applicable.

To conduct the ordinary and usual business of a non-stock, non-profit corporation.

For such other purposes deemed advisable and proper by the Board of Directors to carry out the responsibilities of the Association as provided in the Declaration.

To provide for the non-exclusive enforcement of the Declaration.

To file and maintain actions at law or in equity, to collect any amounts owing to the Association.

To enforce, by any proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens and charges now or hereafter imposed which run with and bind the above-described Properties.

To buy, sell, exchange, lease, sublease, and otherwise hold, own, maintain, control, work, distribute, develop, improve, alter, operate, manage, rent, deal in, and otherwise turn to account chattels, real estate and personal property of every nature, class and description, within or without the Commonwealth of Virginia.

To mortgage or otherwise lien, to lease, sublease, sell, convey, exchange, trade, transfer, deal in or in any manner whatever dispose of chattels, real property, and personal property of every nature, class, and description, within or without the Commonwealth of Virginia.

To enter into, make and perform contracts of every kind with any person, firm, association or corporation, municipality, body, county, state, or government, and without limit as to amount, to draw, make, accept, endorse, discount, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or transferable instruments and evidences of indebtedness, whether secured by mortgage or otherwise, so far as may be permitted by the laws of the Commonwealth of Virginia.

To issue bonds, debentures or obligations of the Association, and at the option of the Association, to secure the same by mortgage, pledge, deed of trust or otherwise.

3.  (a)   Every person or entity (hereinafter referred to as an “Owner”) who is a record owner of a fee simple title to any lot which is a part of the development, 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. 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. A mortgagee in possession of a lot shall be entitled to exercise the Owner’s rights in the Association with regard thereto.

(b)   The Association shall have two classes of voting membership. The provisions designating the classes of members of the association, stating the qualifications and rights of the members of each class, and conferring the right to vote are set forth in the By-laws.

(c)   The Association is a “community association” as that term is used in Section 13.1-814.1 of the 1950 Code of Virginia, as amended.

4.   The directors of the Association shall be selected by an election held at an annual meeting of the members of the Association. Subject to the provisions of the By-laws of the Association, directors shall hold office until the next annual meeting and thereafter until their successors are duly elected.

5.   The post office address of the initial registered office of the Association is 11350 Random Hills Road, Suite 600, Fairfax, Virginia 22030, in the County of Fairfax, Virginia. The name of its registered agent is Thomas H. Campbell, who is a resident of Virginia and who is a member of the Virginia State Bar and whose business office is the same as the registered office of the Association.

6.   The number of directors constituting the initial board of directors is three (3) and the names and addresses of the persons who are to serve as the initial directors are:

7.   No part of the net earnings of the Association shall inure (other than by (a) acquiring, constructing, or providing management, maintenance, and care of Association property as defined in Section 528 of the United States Internal Revenue Code or the corresponding provisions of any federal tax law, or (b) a rebate of excess membership dues, fees or assessments) to the benefit of any member or private individual. Upon liquidation of the Association all residual assets after the payment of or

provision for all liabilities or claims against the Association shall be paid to such organizations qualified under Section 501(c)(3) of the United States Internal Revenue Code as the board of directors may designate.