-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WwIOXos5kx9Oz84nMFf1JAdhNFidmnMp17f2SGG8BGB7c8NAOTEYiYAwqs/htrCq WaJrBYlf3IVJqxFSee1ATA== 0001144204-09-019283.txt : 20090407 0001144204-09-019283.hdr.sgml : 20090407 20090407130527 ACCESSION NUMBER: 0001144204-09-019283 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20090407 DATE AS OF CHANGE: 20090407 GROUP MEMBERS: CURRELL HUNTON TIFFANY GROUP MEMBERS: PETER PORTNER VAN ROIJEN GROUP MEMBERS: RICHARD C. STOKER GROUP MEMBERS: SUSANNE MCCLENAGHAN TIFFANY GROUP MEMBERS: WILLIAM E. SUDDUTH FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: van Roijen David Montrose CENTRAL INDEX KEY: 0001460630 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: CREST ORCHARD STREET 2: BOX 7544 CITY: CHARLOTTESVILLE STATE: VA ZIP: 22906 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FAUQUIER BANKSHARES, INC. CENTRAL INDEX KEY: 0001083643 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 541288193 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80307 FILM NUMBER: 09737038 BUSINESS ADDRESS: STREET 1: 10 COURTHOUSE CITY: WARRENTON STATE: VA ZIP: 20186 BUSINESS PHONE: (804) 343-4079 MAIL ADDRESS: STREET 1: LECLAIR RYAN - RIVERFRONT PLAZA EAST STREET 2: 951 E. BYRD ST., EIGHTH FLR. CITY: RICHMOND STATE: VA ZIP: 23219 FORMER COMPANY: FORMER CONFORMED NAME: FAUQUIER BANKSHARES INC DATE OF NAME CHANGE: 19990408 SC 13D 1 v145568_sc13d.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Fauquier Bankshares, Inc.

(Name of Issuer)

Common Stock, par value $3.13 per share

(Title of Class of Securities)

312059108

(CUSIP Number)

David M. van Roijen

2014 Monacan Trail Road

Charlottesville, VA 22903

(434) 977-4299

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

April 1, 2009

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 312059108

1.	NAMES OF REPORTING PERSONS David Montrose van Roijen
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7.	SOLE VOTING POWER	29,000 shares
		8.	SHARED VOTING POWER	12,800 shares
		9.	SOLE DISPOSITIVE POWER	29,000 shares
		10.	SHARED DISPOSITIVE POWER	12,800 shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,800 shares (1)
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% (2)
14.	TYPE OF REPORTING PERSON IN

(1) Includes 12,800 shares held by the Grandchildren of R.D. van Roijen Trust, of which David M. van Roijen and Peter P. van Roijen are co-trustees with a third party. Voting and investment decisions with respect to the shares held by the trust require the approval of a majority of the trustees of the trust. As of April 2, 2009, David M. van Roijen and Peter P. van Roijen agreed to vote these shares in favor of the election of each of David M. van Roijen and C. Hunton Tiffany as directors at the annual meeting of shareholders of Fauquier Bankshares, Inc. to be held May 19, 2009. As a result of this agreement, these 12,800 shares are deemed to be beneficially owned by each of Mr. David van Roijen and Mr. Peter P. van Roijen for purposes of inclusion in this Schedule 13D.

(2) Based on 3,592,057 shares of the Company's Common Stock outstanding as of March 10, 2009, as set forth in the Company's annual report on Form 10-K filed with the SEC on March 16, 2009.

CUSIP No. 312059108

1.	NAMES OF REPORTING PERSONS Currell Hunton Tiffany
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7.	SOLE VOTING POWER	116,237 shares
		8.	SHARED VOTING POWER	0 shares
		9.	SOLE DISPOSITIVE POWER	116,237 shares
		10.	SHARED DISPOSITIVE POWER	0 shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 116,237 shares
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% (1)
14.	TYPE OF REPORTING PERSON IN

(1) Based on 3,592,057 shares of the Company's Common Stock outstanding as of March 10, 2009, as set forth in the Company's annual report on Form 10-K filed with the SEC on March 16, 2009.

CUSIP No. 312059108

1.	NAMES OF REPORTING PERSONS Susanne McClenaghan Tiffany
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF, OO (1)
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7.	SOLE VOTING POWER	31,142 shares
		8.	SHARED VOTING POWER	0 shares
		9.	SOLE DISPOSITIVE POWER	31,142 shares
		10.	SHARED DISPOSITIVE POWER	0 shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,142 shares
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% (2)
14.	TYPE OF REPORTING PERSON IN

(1) Certain of the shares were acquired by gift from Currell Hunton Tiffany.

(2) Based on 3,592,057 shares of the Company's Common Stock outstanding as of March 10, 2009, as set forth in the Company's annual report on Form 10-K filed with the SEC on March 16, 2009.

CUSIP No. 312059108

1.	NAMES OF REPORTING PERSONS Peter Portner van Roijen
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7.	SOLE VOTING POWER	18,400 shares
		8.	SHARED VOTING POWER	12,800 shares
		9.	SOLE DISPOSITIVE POWER	18,400 shares
		10.	SHARED DISPOSITIVE POWER	12,800 shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,200 shares (1)
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% (2)
14.	TYPE OF REPORTING PERSON IN

(2) Based on 3,592,057 shares of the Company's Common Stock outstanding as of March 10, 2009, as set forth in the Company's annual report on Form 10-K filed with the SEC on March 16, 2009.

CUSIP No. 312059108

1.	NAMES OF REPORTING PERSONS William E. Sudduth
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO (1)
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7.	SOLE VOTING POWER	0 shares
		8.	SHARED VOTING POWER	3,540 shares
		9.	SOLE DISPOSITIVE POWER	0 shares
		10.	SHARED DISPOSITIVE POWER	3,540 shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,540 shares (2)
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% (3)
14.	TYPE OF REPORTING PERSON IN

(1) The shares were acquired by gift and inheritance.

(2) William E. Sudduth shares voting and investment power over these shares with Angelica R. Sudduth, his wife.

(3) Based on 3,592,057 shares of the Company's Common Stock outstanding as of March 10, 2009, as set forth in the Company's annual report on Form 10-K filed with the SEC on March 16, 2009.

CUSIP No. 312059108

1.	NAMES OF REPORTING PERSONS Richard C. Stoker
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7.	SOLE VOTING POWER	50,000 shares
		8.	SHARED VOTING POWER	0 shares
		9.	SOLE DISPOSITIVE POWER	50,000 shares
		10.	SHARED DISPOSITIVE POWER	0 shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000 shares
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% (1)
14.	TYPE OF REPORTING PERSON IN

(1) Based on 3,592,057 shares of the Company's Common Stock outstanding as of March 10, 2009, as set forth in the Company's annual report on Form 10-K filed with the SEC on March 16, 2009.

Item 1.

Security and Issuer.

This Schedule 13D relates to shares of Common Stock, par value $3.13 per share, of Fauquier Bankshares, Inc., a Virginia corporation ("Fauquier Bankshares" or the "Company"), whose principal executive office is located at 10 Courthouse Square, Warrenton, Virginia 20186.

Item 2.

Identity and Background.

This Statement is filed by David M. van Roijen, C. Hunton Tiffany, Susanne M. Tiffany, Peter P. van Roijen, William E. Sudduth and Richard C. Stoker, who are collectively referred to herein as the "Reporting Persons."

(a)-(c)

a. Name: David M. van Roijen

b. Address: Crest Orchard, Box 7544, Charlottesville, Virginia 22906

c. Occupation: Owner, Crest Orchard, Box 7544, Charlottesville, VA 22906 VA

a. Name: C. Hunton Tiffany

b. Address: 7176 Homestead Court, Warrenton, VA 20186

c. Occupation: Board of Directors, Fauquier Health System; Board of Trustees, Fauquier Hospital, 500 Hospital Drive Warrenton, VA 20186

a. Name: Susanne M. Tiffany

b. Address: 7176 Homestead Court, Warrenton, VA 20186

c. Occupation: Retired

a. Name: Peter P. van Roijen

b. Address: Box 332, Wilson, WY 83014

c. Occupation: Self-employed

a. Name: William E. Sudduth

b. Address: 273 Waterloo Street, Warrenton, VA 20186

c. Occupation: Owner, Sudduth Memorials, 273 Waterloo St., Warrenton, VA 20186

a. Name: Richard C. Stoker

b. Address: 2980 N. Atlantic Blvd., Ft. Lauderdale, FL 33308

c. Occupation: Retired

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or

administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,

decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state

securities laws or finding any violation with respect to such laws.

(f) Each of the Reporting Persons is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration.

Each of the Reporting Persons purchased the Common Stock of the Company beneficially owned by them using personal funds, except with respect to Susanne M. Tiffany, who acquired certain of her shares by gift from C. Hunton Tiffany, and with respect to William E. Sudduth, who acquired his shares via gift and inheritance. 43,730 of the shares held by C. Hunton Tiffany were acquired via exercise of stock options granted by the Company.

Item 4.

Purpose of Transaction.

On March 19, 2009, William E. Sudduth delivered a letter to the Company informing the Company's Board of Directors of his intention to nominate David M. van Roijen and C. Hunton Tiffany for election to the Board of Directors of the Company (see Exhibit 99.1 hereof) at the Company's upcoming Annual Meeting of Shareholders scheduled to be held on May 19, 2009 (the “Annual Meeting”). The Reporting Persons have agreed to vote their shares for the election of David M. van Roijen and C. Hunton Tiffany and certain of the Reporting Persons have agreed to provide personal and/or financial assistance to further this goal (see Item 6 below). In addition to supporting alternative candidates for director, the Reporting Persons have agreed to oppose the Company's proposal to approve an amendment to the Company’s articles of incorporation to authorize 2,000,000 shares of preferred stock. The Reporting Persons plan to solicit proxies from shareholders of the Company with respect to the upcoming Annual Meeting, and in connection therewith, plan to file a preliminary proxy statement with the Securities and Exchange Commission on or about April 8, 2009.

Except as described above in this Item 4 and herein, the Reporting Persons have no specific plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer.

The following information is based on 3,592,057 shares of the Company's Common Stock outstanding on March 10, 2009, as set forth in the Company's annual report on Form 10-K filed with the SEC on March 16, 2009:

(a) The aggregate number of shares of the Company's Common Stock beneficially owned by each Reporting Person covered by this statement is as follows:

Name	Number of Shares			Percentage
David Montrose van Roijen		41,800	(1)		1.2	%
C. Hunton Tiffany		116,237			3.2	%
Susanne McClenaghan Tiffany		31,142			0.9	%
Peter P. van Roijen		31,200	(1)		0.9	%
William E. Sudduth		3,540			0.1	%
Richard C. Stoker		50,000			1.4	%

(b)

(1) Number of shares as to which David M. van Roijen has:

(i) Sole power to vote or to direct the vote: 29,000

(ii) Sole power to dispose or to direct the disposition of: 29,000

(iii) Shared power to dispose or to direct the disposition of: 12,800 (1)

(2) Number of shares as to which C. Hunton Tiffany has:

(i) Sole power to vote or to direct the vote: 116,237

(ii) Sole power to dispose or to direct the disposition of: 116,237

(iii) Shared power to dispose or to direct the disposition of: 0

(3) Number of shares as to which Susanne M. Tiffany has:

(i) Sole power to vote or to direct the vote: 31,142

(ii) Sole power to dispose or to direct the disposition of: 31,142

(iii) Shared power to dispose or to direct the disposition of: 0

(4) Number of shares as to which Peter P. van Roijen has:

(i) Sole power to vote or to direct the vote: 18,400

(ii) Sole power to dispose or to direct the disposition of: 18,400

(iii) Shared power to dispose or to direct the disposition of: 12,800 (1)

(5) Number of shares as to which William E. Sudduth has:

(i) Sole power to vote or to direct the vote: 0

(ii) Sole power to dispose or to direct the disposition of: 0

(iii) Shared power to dispose or to direct the disposition of: 3,540

(6) Number of shares as to which Richard C. Stoker has:

(i) Sole power to vote or to direct the vote: 50,000

(ii) Sole power to dispose or to direct the disposition of: 50,000

(iii) Shared power to dispose or to direct the disposition of: 0

(1) Includes 12,800 shares held by the Grandchildren of R.D. van Roijen Trust, of which David M. van Roijen and Peter P. van Roijen are co-trustees with a third party. Voting and investment decisions with respect to the shares held by the trust require the approval of a majority of the trustees of the trust. As of April 2, 2009, David M. van Roijen and Peter P. van Roijen agreed to vote these shares in favor of the election of each of David M. van Roijen and C. Hunton Tiffany as directors at the Annual Meeting. As a result of this agreement, these 12,800 shares are deemed to be beneficially owned by each of Mr. David van Roijen and Mr. Peter P. van Roijen for purposes of inclusion in this Schedule 13D.

As discussed in Item 6, under applicable SEC rules, the Reporting Persons could be deemed to be acting as a group. The group formed thereby could be deemed to own beneficially an aggregate of 261,119 shares of Common Stock consisting of all of the Common Stock beneficially owned by the Reporting Persons on an aggregate basis, which would constitute approximately 7.3% of the outstanding Common Stock of the Company as of March 10, 2009.

(c) During the past 60 days none of the Reporting Persons have either purchased or sold any shares of the Company's securities.

(d) None.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Reporting Persons have orally agreed to work together to elect David M. van Roijen and C. Hunton Tiffany to the Company's Board of Directors, which agreement includes each of the Reporting Persons' agreement to vote his/her shares for David M. van Roijen and C. Hunton Tiffany and the agreement of certain of the Reporting Persons to lend personal and/or financial support for the expenses of the election. As a result of this agreement, the Reporting Persons are deemed to be acting as a "group" under applicable SEC rules to further this goal. In addition to supporting alternative candidates for director, the Reporting Persons have agreed to oppose the Company's proposal to approve an amendment to the Company’s articles of incorporation to authorize 2,000,000 shares of preferred stock.

Except as otherwise provided herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons and between the Reporting Persons and any other person with respect to any securities of the Company.

Item 7. Material to be Filed as Exhibits.

Exhibit No.		Description

99.1		Notice of Intent to Nominate Directors, dated March 19, 2009 from William E. Sudduth to the Company
99.2		Joint Filing Agreement
99.3		Power of Attorney granted by Susanne M. Tiffany
99.4		Power of Attorney granted by Peter P. van Roijen
99.5		Power of Attorney granted by William E. Sudduth
99.6		Power of Attorney granted by Richard C. Stoker

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 7, 2009

David M. van Roijen

/s/ David M. van Roijen

Name/Title: David M. van Roijen, an individual

C. Hunton Tiffany

/s/ C. Hunton Tiffany

Name/Title: C. Hunton Tiffany, an individual

Susanne M. Tiffany

/s/ C. Hunton Tiffany, Attorney-in-Fact

Name/Title: C. Hunton Tiffany, Attorney-in-Fact

Peter P. van Roijen

/s/ David M. van Roijen, Attorney-in-Fact

Name/Title: David M. van Roijen, Attorney-in-Fact

William E. Sudduth

/s/ C. Hunton Tiffany

Name/Title: C. Hunton Tiffany, Attorney-in-Fact

Richard C. Stoker

/s/ C. Hunton Tiffany

Name/Title: C. Hunton Tiffany, Attorney-in-Fact

EX-99.1 2 v145568_ex99-1.htm

Exhibit 99.1

William E. Sudduth

273 Waterloo Street

Warrenton, VA 20186

March 19, 2009

Fauquier Bankshares, Inc.

10 Courthouse Square

Warrenton, VA 20186

Attn: Corporate Secretary

Re: Notice of Intent to Nominate Directors

Dear Sir or Madam:

Pursuant to the Bylaws of Fauquier Bankshares, Inc. (the "Company"), any stockholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors at a meeting of stockholders, if written notice of the intention to make such nominations has been given to the Company in accordance with the Bylaws.

I, William E. Sudduth, am a stockholder of the Company entitled to vote in the election of directors at the Company's Annual Meeting of Shareholders planned to be held on May 19, 2009 (the "Annual Meeting"). This letter serves as my notice to the Company, pursuant to Section 2.4 of the Bylaws, of my intention to nominate C. Hunton Tiffany and David van Roijen for election as directors at the Annual Meeting.

I hereby represent that I am the owner of capital stock of the Company entitled to vote at the Annual Meeting and that I intend to appear in person or by proxy at the Annual Meeting to nominate the persons specified in this notice. Provided below is the information with respect to myself and each nominee required to be provided to the Company pursuant to Section 2.4 of the Bylaws:

Name and address of the stockholder intending to make the nominations:

Name:	William E. Sudduth
Address:	273 Waterloo Street, Warrenton, VA 20186-2709

Names and addresses of the persons to be nominated:

Name:	C. Hunton Tiffany
Address:	7176 Homestead Court, Warrenton, VA 20186

Name:	David van Roijen
Address:	2014 Monacan Trail Road, Charlottesville, Virginia 22903

Description of all arrangements or understandings between the stockholder and each nominee for director and any other persons pursuant to which the nominations are to be made by the stockholder:

None.

Such other information regarding the nominees as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, had the nominees been nominated, or intended to be nominated, by the Board of Directors, including, but not limited to, the amount and nature of their beneficial ownership of the Company's securities, their principal occupations for the past five years and their ages.

See completed Questionnaires for Director Nominees of C. Hunton Tiffany and David van Roijen, attached hereto as Exhibits A and B, respectively.

Written consents of each nominee to serve as a director of the Company if so elected.

See completed Consents to Serve as Director of C. Hunton Tiffany and David van Roijen, attached hereto as Exhibits C and D, respectively.

The nominating stockholder understands from consultation with securities counsel that disclosure in the Company's proxy statement of this notice of intent to nominate directors is required under applicable SEC rules (including without limitation Rule 14a-9 under the Securities Exchange Act of 1934, as amended), and expects the Company to comply with such disclosure obligations.

March 19, 2009

/s/ William E. Sudduth

Name:

EX-99.2 3 v145568_ex99-2.htm

Exhibit 99.2

JOINT FILING AGREEMENT

PURSUANT TO RULE 13D-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D with respect to the Common Stock, par value $3.13 per share, of Fauquier Bankshares, Inc., is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

David M. van Roijen

By:	/s/ David M. van Roijen
Name: David M. van Roijen, an individual
Date: April 7, 2009

C. Hunton Tiffany

By:	/s/ C. Hunton Tiffany
Name: C. Hunton Tiffany, an individual
Date: April 7, 2009

Susanne M. Tiffany

By:	/s/ C. Hunton Tiffany, Attorney-in-Fact
Name: C. Hunton Tiffany, Attorney-in-Fact
Date: April 7, 2009

Peter P. van Roijen

By:	/s/ David M. van Roijen, Attorney-in-Fact
Name: David M. van Roijen, Attorney-in-Fact
Date: April 7, 2009

William E. Sudduth

By:	/s/ William E. Sudduth
Name: C. Hunton Tiffany, Attorney-in-Fact
Date: April 7, 2009

Richard C. Stoker

By:	/s/ C. Hunton Tiffany___
Name: C. Hunton Tiffany, Attorney-in-Fact
Date: April 7, 2009

EX-99.3 4 v145568_ex99-3.htm

Exhibit 99.3

Power of Attorney Granted by Susanne M. Tiffany

DURABLE POWER OF ATTORNEY

On this 20th day of January, 1992, I, SUSANNE JANNEY MCCLENAGHAN TIFFANY, of Fauquier County, Virginia, appoint my husband, C. HUNTON TIFFANY, as my attorney-in-fact (herein referred to as "Attorney").

I. General Grant of Power. I give to my Attorney full power and authority to do all acts, matters and things in relation to all or any part of or interest in my property (real and personal), estate, affairs or business of every kind or description as I myself might or could do if acting personally, and the fact that specific powers are set forth below shall not be deemed to limit or restrict in any way the general powers and authority hereby conferred.

II. Specific Powers. The general grant of powers and authority shall include, but not be limited to, the following powers:

A. Possession and Management of Real Estate. To enter upon and take possession of any real estate, lands, buildings, tenements or other structures, or any part thereof or interest therein, wheresoever located, that now or hereafter may belong to me, or to the possession whereof I am or may be or become entitled. To manage any such lands, buildings, tenements or other structures, and to repair, alter, rebuild, reconstruct or raze any buildings, houses, or other structures, or any parts thereof, that are now or hereafter may be erected upon any such lands.

B. Possession of Personal Property. To take possession of all personal property, wheresoever situated, that now or hereafter may belong to me, or to the possession whereof I am or may be or become entitled, including but not limited to the authority to enter and take possession of and remove any property from any safe deposit box or vault.

C. Deposit of Moneys. To deposit in my name and for my credit, with any bank, trust company, building or savings and loan association, money market fund, credit union, or any other banking or financial institution, or stock brokerage house, all moneys to which I am entitled or which may come into my Attorney's hands as such attorney-in-fact, and all bills of exchange, drafts, checks, promissory notes and other securities for money payable belonging to me.

D. Withdrawal of Moneys. To withdraw any moneys deposited to my credit at any bank, trust company, building or savings and loan association, money market fund, credit union, or any other banking or financial institution, or stock brokerage house having moneys belonging to me, and, in connection therewith, to draw checks or to make withdrawals in my name.

E. Investment of Moneys. To invest any moneys my Attorney determines to be available for investment, in my name or otherwise, in or upon any property, real or personal, and in such manner as my Attorney considers advisable without being restricted by any law limiting or restricting the investment of funds, including United States treasury bonds redeemable at par in payment of the federal estate tax? provided, however, nothing shall require my Attorney to invest any moneys.

F. Sale, Lease, Exchange of Assets. To assign, convey, lease, exchange, deliver, sell or transfer any property of mine, real or personal, specifically including but not limited to any residence of mine, and to release and

waive my right of homestead therein, if any, and to make, execute and deliver any contract, deed, deed of trust, assignment, mortgage, settlement statement, lease, or other writings, with such terms, provisions, covenants, warranties or assurances with respect to any of such property as my Attorney may deem advisable.

G. Borrowing of Funds. To borrow upon the security of any property, real or personal, any sums of money, and to sign, seal and deliver notes for the payment of any sums so borrowed, upon such terms and conditions as my Attorney considers advisable, and to sign, seal and deliver as collateral thereto or security therefor a deed of trust, mortgage or pledge upon any property, real or personal, with powers of sale and such other provisions and covenants as my Attorney considers advisable.

H. Expenditure of Funds for My Benefit. To expend funds for my benefit, comfort, care, custody and control in whatever manner my Attorney considers best, and to pay my debts which my Attorney determines to be just and owing.

I. Transfers to Trusts. To assign, convey, deliver and transfer any property, real or personal, to any trust established by me for my primary benefit, and the receipt of the property by the Trustee shall relieve my Attorney from all further liability or accountability for such property.

J. Life Insurance. To obtain or increase any insurance on my life, and to pay premiums upon policies of insurance. To exercise all options, rights, benefits and privileges available to me under any life insurance policy.

K. Disclaimers. To disclaim for me any gift, inheritance, legacy, bequest, devise or other transfer of any type of property, real or personal, to me.

L. Collection of Benefits. To apply for, elect, make claim upon, collect and deposit on my behalf all benefits payable by any governmental body or agency, insurance company, or other entity.

M. Demand and Enforcement of Claims. To demand, sue for, and enforce the payment of, and receipt for, all rents, moneys, securities for money, debt's, chattels, issues, proceeds and income of any property, real or personal, now or hereafter owned by me, or in which I now have or may hereafter acquire any interest.

N. Commencement and Defense of Lawsuits. To commence and carry on, or to defend, at law or in equity, all actions, suits and other proceedings touching upon my property, real or personal, or anything in which I or my property, real or personal, in anywise may be concerned.

O. Settlement of Claims. To settle, adjust, compromise or submit to arbitration all accounts, claims (including tax claims of every kind) and disputes of all kinds in which I may be involved.

P. Tax Matters. To prepare, sign and file, or receive copies of any income or gift tax returns, estimates, waivers, consents, protests, receipts, refund claims, requests for rulings, agreements and petitions (including petitions to the Tax Court of the United States); to represent me and to hire counsel to represent me before any governmental agency or court.

Q. Voting of Securities. To vote securities in person or by proxy.

R. Liability Insurance. To insure my property, real or personal, against loss or damage by fire or other casualty, and to pay premiums upon policies of insurance.

S. Employment of Experts. To appoint and remove at my said Attorney's pleasure any substitute for, or agent under my said attorney-in-fact in respect to all or any of the matters aforesaid, upon such terms as my said Attorney may deem advisable, and I hereby ratify and confirm all acts done by my said attorney-in-fact, or any substitute agent appointed by my said attorney-in-fact under the power hereinabove conferred, by virtue hereof. By way of example only, without limitation of the powers and authority under the immediately preceding sentence, my Attorney shall have the powers and authority to employ and compensate any individuals or corporate entities, including accountants, attorneys at law, custodians, trustees, investment counsel, real estate agents, hospitals, physicians, surgeons, dentists, nurses, companions, and any other business, personal, medical or other aid for my welfare, benefit, comfort, care, custody and control, and to do so without liability for any neglect, omission or misconduct of any of such persons, individual or corporate, and to dismiss any of such persons, individual or corporate, at any time with or without cause.

T. Health Care Power of Attorney. At any time that a physician licensed to practice medicine has determined that I am incapable of making an informed decision about providing, withholding or withdrawing a specific medical treatment or course of treatment, my Attorney shall have full power and authority to arrange, consent to, authorize, and direct (i) use of, (ii) withholding use of, or (iii) withdrawing use of any and all medication, therapy, surgical procedures, diagnostic procedures, dental care, medical equipment, and any and all other medical, mechanical or other procedures, treatments, and equipment of any and every kind that affect any bodily function, including (but not limited to) artificial respiration, nutritional support and hydration, cardiopulmonary resuscitation, and the administering of any medication or procedure intended to relieve pain, even though such use may lead to physical damage, addiction, or hasten the moment of (but not intentionally cause) my death; and to do so without liability for any neglect, omission or misconduct with respect to such medical treatment or other matters or things authorized herein; and in carrying out the foregoing I specifically authorize and direct my said Attorney to follow any more specific health care declaration, if any, executed by me, or "living will", if any, executed by me. If any future health care declaration or "living will" executed by me revokes any health care power of attorney executed by me prior thereto in such a way that the health care power of attorney in this document is thereby revoked, then, unless such future revocation plainly indicates otherwise, such future revocation of the health care power of attorney in this document shall be effective to revoke only this one subparagraph titled "Health Care Power of Attorney", and all other paragraphs and provisions of this document shall remain unaffected by such revocation and shall remain in full force and effect.

U. Signing My Name. To sign my name to, and to prepare, make, execute, verify, give, file, seal, acknowledge, perform and deliver in my behalf, all checks, drafts, contracts, transfers, assignments, stock certificates, agreements, acquittances, receipts, releases, discharges, and all income, personal property, gift and other tax returns, and all claims for tax refunds or credits, waivers, consents, closing agreements, petitions, pleadings, and all other papers, all with such conditions, terms and provisions as my Attorney may consider desirable.

V. Funeral Arrangements. To make advance arrangements for my funeral, burial, disposition of my remains at my death and the purchase of a burial plot and marker and such other related arrangements for religious services, flowers, transportation and other convenient or appropriate goods and services.

III. Invalidity. If any provision of this durable power of attorney shall be invalid or unenforceable under applicable law, said provision shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of said provision or the remaining provisions of this durable power of attorney.

IV. Power not Affected by Disability. This durable power of attorney shall not terminate on my disability. All acts lawfully done by my Attorney during any period in which I am disabled shall have the same effect and inure to the benefit of and bind me and my heirs, devisees, legatees and personal representatives as if I were mentally competent and not disabled. I hereby, for myself, my heirs, devisees, legatees and personal representatives, ratify and confirm whatever my Attorney may do under this instrument.

V. No Obligation to Exercise Powers or Authority. Although I have given my Attorney all of the powers and authority enumerated or referred to above, my Attorney shall not be obligated to exercise any of such powers or authority, and whether or not my Attorney exercises any or all of such powers or authority shall be entirely in the sole discretion of my Attorney, and no person shall have any action, claim, suit or demand against me or my Attorney on account of my Attorney not exercising any of such powers or authority.

VI. Exoneration of Third Persons. Each person relying on or acting upon this durable power of attorney shall be entitled to presume conclusively that this durable power of attorney is in full force and effect. Any person may rely on a copy of this durable power of attorney certified by my Attorney to be currently in effect and to be a true and correct copy. No person relying upon this durable power of attorney shall be required to see to the application or disposition of any moneys or other property, real or personal, paid to or delivered or transferred to my Attorney.

VII. Headings. The headings in this durable power of attorney have been inserted for convenience of reference only and shall be ignored in construction of this document.

VIII. Governing Law. The laws of the Commonwealth of Virginia shall govern all questions as to the validity of this power and the constructions of its provisions.

WITNESS my signature and seal on this 20th day of January, 1992.

/s/ Susanne Janney McClenaghan Tiffany

___________________________________ (SEAL)

SUSANNE JANNEY MCCLENAGHAN TIFFANY

STATE OF VIRGINIA

COUNTY OF FAUQUIER, to-wit:

Before me, W. N. Tiffany, Jr., a Notary Public in and for the State and County City aforesaid, on this 20th day of January, 1992, personally appeared the principal, SUSANNE JANNEY MCCLENAGHAN TIFFANY, known to me to be the identical person who executed the within and foregoing instrument in my presence, and said principal acknowledged to me that said principal signed the same as said principal's free and voluntary act and deed for the uses and purposes therein set forth. My commission expires the 31st day of December, 1995. Given under my hand and NOTARIAL SEAL this 20th day of January, 1992.

NOTARIAL SEAL

/s/ W. N. Tiffany, Jr.

Notary Public

EX-99.4 5 v145568_ex99-4.htm

Exhibit 99.4

Power of Attorney granted by Peter P. van Roijen

I hereby grant power of attorney to David M. van Roijen in all matters relating to the Securities and Exchange Commission Schedule 13D filing in regard to Fauquier Bankshares, Inc. and the voting of my shares in Fauquier Bankshares, Inc. in regard to directorship for C. Hunton Tiffany and David M. van Roijen.

Signed	/s/ Peter P. van Roijen

Date 4/03/09 Peter Portner van Roijen

EX-99.5 6 v145568_ex99-5.htm

Exhibit 99.5

Power of Attorney granted by William E. Sudduth

LIMITED POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Currell Hunton Tiffany the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, the Schedule 13D to be filed with the United States Securities and Exchange Commission by certain holders of the common stock, par value $3.13 per share (the “Common Stock”), of Fauquier Bankshares, Inc. (the “Company”) who have agreed to vote their shares of common stock and support the election as directors of the Company of Currell Hunton Tiffany and David M. van Roijen, together with any documents required to be filed therewith (including but not limited to any Joint Filing Agreement), (collectively, the "Schedule 13D"), and to execute for and on behalf of the undersigned, any and all amendments to such Schedule 13D;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such Schedule 13D and any and all amendments thereto and timely file such Schedule 13D and any and all amendments thereto with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13 of the Securities Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 6th day of April, 2009.

By:	/s/ William E. Sudduth
	William E. Sudduth

EX-99.6 7 v145568_ex99-6.htm

Exhibit 99.6

Power of Attorney granted by Richard C. Stoker

LIMITED POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Currell Hunton Tiffany the undersigned's true and lawful attorney-in-fact to:

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 6th day of April, 2009.

By:	/s/ Richard C. Stoker
	Richard C. Stoker

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