FORD’S COLONY AT WILLIAMSBURG

Notice: The following is a reference copy of the committee charter. The official charter documentmay be found on the FCHOA2 website.

FORD’S COLONY AT WILLIAMSBURG

HOMEOWNERS ASSOCIATION, INC.

STRATEGIC PLANNING COMMITTEE CHARTER:

WHEREAS, Article III (A), Section 1 of the Ford’s Colony at Williamsburg Homeowners Association, Inc.’s (“Association’s”) Bylaws provides that “the affairs of the Association shall be managed under the direction of a Board of Directors;”

WHEREAS, Article III (C), Section 18 of the Bylaws provides that the Board of Directors “shall have all of the powers and duties necessary for the administration of the Association’s affairs...;”

WHEREAS, Article V of the Bylaws states that the Board may authorize committees to perform such tasks and to serve for such periods as may be designated by the Board, that each committee shall be composed and shall operate in accordance with the terms of the resolution of the Board of Directors designating the committee, that unless otherwise provided in the resolution, the members of a committee shall be appointed by the Board and shall serve at the pleasure of the Board, and that any committee member may be removed by a majority of the members of the Board, with or without cause, at any time, and with or without a successor being named;

WHEREAS, the Board of Directors deems it necessary and desirable and in the interest of the individual lot owners and the Association to establish a committee to advise and assist the Board in long range issues and future matters, both internal and external to the Association’s specific responsibilities, that may have a bearing on the continued well being and efficient operation of the Association;

NOW, THEREFORE, THE BOARD OF DIRECTORS RESOLVES THAT a Strategic Planning Committee be established, having the following terms of reference:

I. RESPONSIBILITY: The Strategic Planning Committee shall serve at the pleasure of the Board of Directors. The primary purpose of the Strategic Planning Committee will be to stay informed on matters, internal and external, bearing on the future continued well being and efficient operation of the Association to include matters legal, demographic, environmental, operational and of a community nature. The Committee shall advise the Board of any significant future matters having a direct or indirect bearing on the future of the Association and provide recommendations for subsequent action by the Association to the Board. Direct attention will be focused on preparing for major transition points in the Association's future. These points may include, for example, termination of the developer's veto power, departure of the developer, or changeover of the Management Agent. The Committee shall study specific issues and perform such other tasks as from time to time are directed by the Board.

II. MANNER OF ORGANIZATION:

A. Membership:

1. The Strategic Planning Committee shall consist of at least seven (7) and no more than nine (9) members appointed by the Board. For the purpose of conducting its business, a simple majority of members shall constitute a quorum.

2. Committee members shall be lot owners in Ford's Colony, however, they may not simultaneously be members or spouses of members of the Association's Board of Directors. The Management Agent will be an ex-officio, non-voting member and will act as an advisor to the Committee.

3. Members of the Board of Directors shall be informed of scheduled Committee meetings and may attend and participate in the meetings of the Committee but may not vote on any motion before the Committee.

B. Terms:

1. The Strategic Planning Committee members shall normally serve a term of three (3) years and shall be eligible to serve no more than two (2) terms consecutively.

2. In an effort to promote continuity, terms should be staggered so that one-third or the closest number to one-third of the Committee membership is appointed or reappointed each year.

3. Terms of committee members will begin on January 1 and end on December 31.

C. The Strategic Planning Committee Chair shall be a member of the Committee, shall be appointed annually by the Board of Directors and shall serve no more than two (2) consecutive years in that position. The committee shall designate a Vice Chair who shall be approved by the Board of Directors. Meetings without the presence of the Chair are not anticipated; however, should such an occasion occur, the Vice Chair shall lead the meeting.

D. The Board may remove a member of the Committee, with or without cause. Vacancies may be filled by appointment by the Board.

E. The Committee Chair will designate a recorder from among the Committee members. The recorder shall be responsible for maintaining Committee records, minutes of meetings, and assisting the Chair in preparing quarterly reports and annual outlooks to the Board of Directors.

III. MANNER OF OPERATION: The Committee shall conduct its business in the best interest of the Association and in accordance with this Charter, the Association's Declaration, Bylaws and Rules and Regulations. However, any recommendation to the Board shall be forwarded only when a quorum is present. The Committee will take no action on behalf of the Association without the prior authorization of the Board as reflected in the Association's minutes.

A. Function of the Chair: Functions of the Chair shall include the following:

1. Coordinate all Committee activities and preside at all Committee meetings.

2. Prepare required reports to the Board.

3. Represent the committee to the Board

4. Prepare annual budget proposals, if applicable, and submit to the Finance Committee and Management Agent as requested.

B. Meetings:

1. The committee will meet as often as deemed necessary by the Chair and at least quarterly with notice to all members and the Board of Directors.

2. The Committee will determine its own meeting agenda.

3. Except as provided in the Code of Virginia for convening in executive session, all meetings shall be open to all members of the Association. Notice of each meeting shall be provided to the Management Agent in time for publication to the membership. At least one copy of the agenda and any supporting material shall be made available for inspection by the membership at each meeting of the committee.

C. Study:

1. The primary function of the Committee shall be the development and maintenance of a viable Strategic Plan for the Association.

2. The Strategic Plan shall include at least the following elements: (a) Vision, (b) Mission, (c) Situation Assessment, (d) Mission Areas, (e) Strategies, and (f) Action Plan Recommendations.

3. The Committee shall track the progress of the Long Range Plans that emerge from the Action Plan recommendations and report the progress to the Board of Directors. The Committee is not responsible for the development or implementation of the Long Range Plans.

4. The Committee, through a Liaison program, will maintain active communication and/or presence with significant organizations impacting the Association's business. Such organizations include but are not limited to: James City County Board of Supervisors, James City County Planning Commission, Neighborhood Connections, Realtec, Inc. (the Developer), First Choice Realty, Ford's Colony Country Club, Marriott's Manor Club at Ford's Colony, Community Associations Institute, and Friends of the Powhatan Creek Watershed. Members acting as liaisons may be members of the Strategic Planning Committee, or individuals designated by the Committee. Liaisons will be responsible to the Committee for current knowledge of activities and plans of their respective areas of responsibility as those activities and plans might impact the Association.

5. The Committee shall from time to time alert the Board to changes in the internal or external environment that may impact on the well-being of the Association or its membership.

6. The Committee may carry out such studies and other activities as the Committee determines necessary, consistent with the overall policy direction of the Board.

7. The Committee may from time to time consult with the Board, other Committees of the Association, and property owners of Ford’s Colony to obtain information necessary to carrying out its tasks and functions.

D. Reporting:

1. The Committee will provide quarterly reports, as requested, summarizing its activity to the Board.

2. The Committee will, annually, provide a written status report on the Strategic Plan, and an update of the Strategic Plan every three (3) to five years focusing on internal and external events affecting the Association and providing specific recommendations for updating the Strategic Plan.

3. The recorder or interim recorder shall prepare and submit through the Chair minutes of all Committee meetings. Copies of all approved meeting minutes shall be delivered to the Management Agent and Board of Directors as soon as practical.