VIENNA AQUATIC CLUB INC. VIENNA, VIRGINIA BYLAWS ARTICLE I - STOCK 1.

The number of outstanding Certificates of Stock, each of which shall evidence ownership of a single share, shall not exceed 450. Certificates of Stock shall be in a form approved by the Board of Directors, shall be signed by the Secretary and the President or Vice President, and shall be attested by the Corporate Seal. 2. Certificates of Stock shall be numbered in a manner approved by the Board of Directors. The date of issue and the name of the person cc persons owning the Certificate shall be entered on the Corporations permanent books. 3. Certificates of Stock transferred by endorsement shall be surrendered for cancellation. New Certificates of Stock shall be issued to the transferee. 4. Certificates of Stock shall be issued by the Board of Directors, or shall be transferred by stockholders, only to such persons as are approved by the Membership Committee, as provided by these Bylaws. In the event of transfer by a Stockholder in conjunction with the sale of his home, such prospective stockholder shall be given preference by the Membership Committee. If Certificates of Stock are issued or transferred to any person not approved by the Membership Committee, such issuance of transfer shall be null and void, and the recipient of the stock shall not be entitled to any of the rights or privileges of a stockholder so approved. 5. a. The transfer of a share of stock in the Corporation shall be restricted in that prior to any sale of any such shares, such shares shall be offered in writing for sale to the Corporation at the then fair market value; provided that in the event of a proposed transfer of a share by a stockholder in conjunction with the sale of his or her home, such proposed transfer shall be given preferential consideration by the Corporation. Any such offer to the Corporation shall remain open for fifleen (15) days and if at the end of such period the Corporation has not accepted such an offer, then the shares so offered may be sold at any time within the succeeding six (6) months to anyone approved by the Membership Committee as provided in these Bylaws and at any price the owner may desire, at the end of which six (6) months such shares shall again be offered for sale to the Corporation before any sale to a third party. b. The provisions of the preceding paragraph shall not apply to a transfer made by an executor or administrator of a stockholder to legatees or distributees of such stockholder. c. The provisions of the two preceding paragraphs shall be printed on each Certificate of Stock of the Corporation. 6. On a finding of good cause by the Membership Committee, and approval by the Board of Directors, a stockholder may be required to sell his stock to the Corporation. When the Corporation exercises this authority, it shall pay to the stockholder the fair market value of his Certificate of Stock less any debts owed the Corporation, together with a pro-rats share of the annual fee for the current year.

 7. Any stockholder claiming a Certificate of Stock to be lost or destroyed shall state that fact in writing to the Secretaiy. Upon payment of the required fee, a substitute Certificate of Stock shall be issued which shall include the information that it is issued to replace a lost or destroyed Certificate of Stock. 8. a. For the purpose of determining stockholders entitled to vote at any meeting of the stockholders, or any adjournment thereof, the Board of Directors shall establish a record date for such determination. Such date shall be not more than fifty (50) days nor less than thirty (30) days immediately preceding such meeting. In the event a record date is not established by the Board of Directors, the record date shall be thirty (30) days prior to any meeting of the stockholders. b. At any meeting of the stockholders, each Certificate of Stock standing on the books of the Corporation shall be entitled to one vote. c. In the event a Certificate of Stock is owned by more than one person, the owners thereof shall advise the Corporation which of them shall cast the vote for that share. 9. At least fifteen (15) days prior to each meeting of the stockholders, the Secretary shall prepare an alphabetical listing of the names and addresses of stockholders entitled to vote. This list shall be kept at the registered office of the Corporation for a period often (10) days prior to such meeting and shall be subject to inspection by any stockholder during usual business hours. The list shall also be kept open at the time and place of the meeting and shall be subject to inspection of any stockholder throughout the entire meeting. The original stock transfer book will be prima fade evidence as to the stockholders entitled to examine such a list or transfer books and to vote. 10. There will be no dividends to stockholders of this Corporation. There shall be no refunds to stockholders except as specifically provided in these Bylaws. ARTICLE II- MEETINGS OF STOCKHOLDERS 1. Regular meetings of the Corporation shall be held in June and October of each year in the County of Fairfax, Virginia, at a time and place designated by the Board of Directors. The October meeting shall be designated as the Annual Meeting. Its purpose shall be the holding of annual elections and transaction of all other business which may properly come before the stockholders. 2. Special meetings of the stockholders shall be held at such time and place in the County of Fairfax, Virginia, as is designated by the Board of Directors. Such meetings may be called at any time by the President, on his own motion, and must be called by the President on the written request of 10 percent of the stockholders or one-third (1/3) of the Directors. Such written request shall state the object(s) and purpose(s) of the special meeting, and no other matters may come before the meeting. 3. A call and notice setting out the time and place of regular and special meetings shall be mailed to each stockholder of record at the address appearing on the stock transfer book of the Corporation, or, if no such address appears, at his last known place of residence, at least ten (10) days prior to the meeting. 4. At any meeting of the stockholders, one-third (1/3) of the stockholders of record, present in person or by proxy shall constitute a quorum as specified in the Articles of Incorporation.

 5. If a quorum is not present at the Annual Meeting, the meeting may adjourn to such future time as may be determined by the Board of Directors, and notice of such adjournment shall be mailed to each stockholder at least ten (10) days before the adjourned meeting. ARTICLE III - MEMBERS 1. Membership in this Corporation shall be limited to the stockholders of the Corporation and lessees of Certificates of Stock, together with their families as hereinafter defined. For the purposes of this Article, the term family shall include the head of the household, his or her spouse, their parents, and children permanently under their supervision and care, provided such persons actually reside with the said head of the household. 2. There shall be two (2) classes of members of the Corporation, to be known as: a. Regular members, consisting of the Stockholder and his family. b. Associate members, consisting of a lessee and his family. 3. Any member who has paid all of the annual dues or lease fees shall be deemed a member in good standing and shall be entitled to all the special rights, privileges, and uses offered by the Corporation, except that a lessee shall not be entitled to vote at any meeting of the stockholders of the Corporation. Any member who has not paid all of the annual dues or leases fees for the current year or for any past year will not be entitled to any special rights, privileges, or uses. Such default shall constitute a debt to the Corporation. On the subsequent sale of the Stockholders share, any such debts shall be deducted from the sale price to satisfy the debt. 4. Special and deficit assessments: a. A deficit assessment to cover a deficit in the previous seasons operations may be levied on each Certification of Stock by the Board of Directors and, if levied shall be announced at the Annual Meeting and in a notice sent by mail to the stockholders as soon after the Annual Meeting as possible. b. A special assessment for any other purpose shall only be levied at the Annual Meeting, or a special meeting called for that purpose. A three-fourths (3/4) vote of the stockholders of record shall be required for approval of a special assessment. c. Deficit assessments, when levied, are the responsibility of the stockholders of record at the time the deficit arose. d. All deficit and special assessments shall be due and payable when levied. Failure to pay any assessment within ninety (90) days of the date it is levied shall be a default. A stockholder who is in default will not be entitled any of the special rights, privileges, and uses offered by the Corporation. Such failure to pay shall constitute a debt to the Corporation which shall be treated in accordance with paragraph 3 above. 5. Members in good standing shall be entitled to the use of the grounds and facilities of the Corporation at any time during the regular operating hours, as determined by the Operations and Rules Committee and subject to such rules and regulations as are promulgated by the Board of Directors.

 Any member for good cause shown may be deprived of his membership in good standing on the recommendation of the Operations and Rules Committee approved by the Board of Directors. If any member is thus deprived of his membership, a pro-rata share of his annual fees shall be returned to him. 6. On demand by a stockholder thus deprived made within sixty (60) days, the Certificate of Stock owned by said stockholder shall be repurchased by the Corporation at the fair market value thereof. 7. Each person who wants to buy or lease a share of stock in the Corporation shall submit to the Membership Committee a written application on a form to be provided by the Corporation, which application shall be endorsed by at least one member in good standing. 8. A stockholder who does not wish to use the pool or other facilities of the Corporation, provided that such stockholder is a member in good standing, shall submit a written notice of such intent to the Corporation, who will undertake to temporarily lease his Certificate of Stock at a rate which shall be established by the Board of Directors. The stockholder shall not be responsible for any annual dues, but will be responsible for any special deficit assessment incurred during the time which the Certificate of Stock is leased. In the event that the Corporation is unable to lease a share at the request of a stockholder, the stockholder shall be responsible for the annual dues. ARTICLE IV - DIRECTORS 1. The Corporation shall have a Board of Directors consisting of twelve (12) persons. The Board of Directors shall have the general management and control of the business and affairs of the Corporation and shall exercise all the powers that may be exercised or performed by the Corporation under the Statutes of Virginia, the Articles of Incorporation, and these Bylaws. At the time of his election and during his continuance in office, each Director must be a stockholder. No two Directors may have an interest in the same Certificate of Stock. 2. Four (4) Directors shall be elected each year at the Annual Meeting of the Corporation. Each Director shall be elected for a term of three (3) years, or until his successor shall have been elected and qualified. 3. The owners of each share of the Corporations stock shall be entitled to one vote, either in person or by proxy, without cumulation, for each Director to be elected. The four (4) candidates receiving the greatest number of votes for Director shall be deemed elected. 4. Vacancies in the Board of Directors shall be filled by the remaining Directors who shall choose, from among the regular members in good standing, a Director to serve until the next Annual Meeting. At such Annual Meeting, a Director shall be elected as prescribed above for the remainder of the unexpired term of the vacated Directorship. 5. Regular meetings of the Board of Directors shall be held monthly at such time and place as the President shall designate. Notice of the time and place of such meeting shall be given to each Director at lease three (3) days prior thereto. Special meetings may be called by the President on his own motion, and must be called by him on the written request of one-third (1/3) of the Directors. Directors shall be given three (3) days notice of special meetings. A majority of the Board of Directors must be present to constitute a quorum.

 6. In the event a Director fails to attend the regular meetings of the Board of Directors for three (3) consecutive months, or otherwise falls to perform any of the duties devolving upon him as a Director, his office may be declared vacant by the Board of Directors and the vacancy filled as hereinbefore provided. ARTICLE V - OFFICERS 1. The Corporation shall have the following officers: President, Vice President, Secretary, and Treasurer. These officers shall be elected by the Board of Directors from its members at the first regular meeting of Directors after each Annual Meeting, or at a special meeting called for such purpose. Each officer shall serve for a term of one (1) year, or until his successor shall have been elected and qualified. 2. Any officer may be removed from office by the Board of Directors for failure to perform the duties of his office. Any vacant office shall be filled by the Board of Directors from its members. An officer elected to fill a vacancy shall be elected for the remainder of the unexpired term of the vacated office. 3. The President shall be the chief executive officer of the Corporation. He shall have general charge of and control over the affairs of the Corporation, subject to the Board of Directors. He shall have power to appoint and dismiss chairmen of committees; subject to the approval of the Board of Directors, and shall have such other power and duties as may be conferred upon him by the Board of Directors, provided that such powers and duties are not in conflict with these Bylaws, the Articles of Incorporation, or the Statutes of Virginia. The President shall take care that reports required of the Corporation are filed in a timely and proper manner. 4. The Vice President shall have such powers and duties as may be conferred upon him by the Board of Directors. In case of the disability or absence of the President, he shall perform and be vested with all powers and duties of the President. 5. The Secretary shall have custody of all books, records, and papers of the Corporation, except those which shall be in the charge of the Treasurer. The Secretary shall countersign all Certificates of Stock for the Corporation, shall keep a record of the proceedings of the meetings of stockholders and Directors, and shall give such notices of meetings as these Bylaws require. The Secretary shall have such other powers and duties as may be conferred upon him by the Board of Directors. 6. The Treasurer shall be the chief financial officer of the Corporation. He shall keep accounts of all monies received or disbursed, and shall deposit all monies and valuables in the name, and to the credit, of the Corporation in such banks and depositories, insured by the Federal Deposit Insurance Corporation, as are designated by the Board of Directors. The Treasurer shall prepare and present to the stockholders at each of their regular meetings a financial statement of the condition of the Corporation, including the book value of each share of stock, as of the first day of the month in which the regular meeting is being held. He shall make sure such financial reports to the Board of Directors as it may require. He shall arrange, with the approval of the Board of Directors, for the conduct of an annual audit of the Corporation by an independent auditor. 7. The Board of Directors shall designate which officers of the Corporation shall be bonded and which officers shall be required and/or authorized to issue checks of the Corporation.

 ARTICLE VI- COMMITEES 1. The Corporation shall have the following standing committees (in addition to such special committees as the President shall from time to time appoint): Operations and Rules; Planning and Maintenance; Membership; Swim Team; Activities; Publicity; and, Grounds. Standing Committees shall have the general responsibilities indicated below and additional responsibilities as assigned by the President or the Board of Directors. 2. The Activities Committee shall plan and conduct a series of entertainment and other events to be conducted at the pool site. All such activities shall be conducted strictly in accordance with applicable laws and in such a way as to avoid, to the maximum extent possible, unreasonable inconvenience to neighbors of the pool. 3. The Grounds Committee shall be responsible for maintaining the property of the Corporation, except that located inside the perimeter fence, in a safe and attractive manner. The Committee shall seek to preserve the natural trees and other vegetation as a privacy screen for the benefit of neighbors of the pool. 4. a. The Planning and Maintenance Committee shall be responsible for keeping all property of the Corporation located inside the perimeter fence, including the fence, in a safe and attractive condition. All mechanical equipment and pool facilities shall be kept in good repair. The Committee shall report to stockholders at the Annual Meeting regarding the general condition of pool facilities. b. The Planning and Maintenance Committee shall also be responsible for continually assessing the needs and desires of stockholders regarding the development of new facilities. The Committee shall work to integrate desirable changes with required maintenance of existing facilities. 5. The Membership Committee shall be responsible for receiving applications to purchase the Corporations stock. Persons of good character residing in the community who will discharge the financial responsibilities of stockholders can be approved. All rejections of applications must be voted on by the Board of Directors. The Committee shall also determine, when necessary, what persons qualify as members of the stockholders family for the purpose of having access to the pool for the use and enjoyment thereof. 6. The Publicity Committee shall be responsible for stimulating the maximum utilization of pool facilities by the membership and the maximum participation in events scheduled by the Activities Committee. 7. a. The Operations and Rules Committee shall be responsible for seeing that the facilities of the Corporation are operated in accordance with the duly promulgated rules prescribed therefore. The Committee shall be responsible for recruiting the necessary employees of the Corporation, except such employees as may be necessary for the swim team or the diving team. b. The Operations and Rules Committee shall be responsible for developing such rules and regulations governing the conduct of members as may be necessary for the proper operation 6

 and enjoyment of the facilities. Upon adoption by the Board of Directors, such rules and regulations will be binding on the membership. When necessary, the Committee shall institute proceedings to deprive members of their good standing. 8. The Swim Team Committee shall be responsible for all matters directly affecting the swim team and the diving team. The Committee will recruit necessary coaches, arrange for practice times, etc. 9. The Nominating Committee shall be appointed at least thirty (30) days prior to the Annual Meeting by the Board of Directors from among the stockholders of the Corporation excluding the current Board members. This Committee shall consist of not fewer than three (3) persons, whose duty it shall be to present at the Annual a list of nominees for the required number of Directors to be elected at that meeting. Nominations may also be made from the floor. 10. Each standing and special committee is responsible to the Board of Directors. Each Committee shall present its recommendations to the Board of Directors, which shall accept, reject, or modify them before they are binding upon the Corporation. 11. In appointing committee chairmen, the President shall give preference to members of the Board of Directors. At the time of their appointment and during their continuance in office, all committee chairmen shall be regular members of the pool. 12. The Chairman of each committee may select such persons as he deems necessary as committee members provided they are members, and he may establish such subcommittees as he deems necessary. ARTICLE VII- SEAL 1. The Seal of this Corporation shall be circular with the name of the Corporation around the border and the year of incorporation in the center. ARTICLE VIII - AMENDMENTS 1. Any of these Bylaws, except where otherwise specified, may be amended by a majority vote of the stockholders present at any Annual Meeting, or special meeting called for that purpose. 2. Article I, Section 4, of these Bylaws shall not be altered or abolished except by the vote of threefourths (3/4) of the stockholders of record at a duly called meeting of the stockholders. 3. Article IX, Section 1, of these Bylaws shall be irrevocable so long as these requirements shall continue in existence and so long as the Corporation shall hold title to Lot 4 of Moidone Acres which will be used in conjunction with said swimming pool. ARTICLE IX - RESTRICTIONS 1. The provisions of this Article are to comply with the requirement of the Town Council of the Town of Vienna, Virginia, in conjunction with the issuance of a Use-Permit for the utilization of the property on which a swimming pool is to be installed. Approved 5-22-61 Revised 10-19-71 Retyped 5-2-96 and 3-3-08