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BYLAWS OF THE WOODS PROPERTY OWNERS' ASSOCIATION (Adopted July 17,1996)
ARTICLE I NAME AND LOCATION
SECTION 1. Name. The name of the corporation is THE WOODS PROPERTY OWNERS' ASSOCIATION, hereinafter referred to as the "Association".
SECTION 2. Location. The principal office of the corporation shall be located in Watauga County, North Carolina. The registered office of the Association may be, but need not be, identical with the principal office.
ARTICLE II DEFINITIONS
SECTION 1. "Association" shall mean and refer to THE WOODS PROPERTY OWNERS' ASSOCIATION, a North Carolina non‑profit corporation, its successors and assigns.
SECTION 2. "Declaration" shall mean and refer to the Declaration of Covenants and Restrictions applicable to the properties recorded in the Office of the Register of Deeds for Watauga County, North Carolina.
SECTION 3. "Lot" shall mean and refer to any plot of land, with delineated boundary lines, appearing on any recorded subdivision map of the Properties.
SECTION 4. "Member" Shall mean and refer to every owner of a Lot and to every other person or entity who holds membership in the Association.
SECTION 5. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
SECTION 6. "Properties" shall mean and refer to those properties which are now subject to the Declaration and any additions thereto which shall become subject to the Declaration and brought within the jurisdiction of the Association.
ARTICLE III MEETINGS OF MEMBERS AND VOTING RIGHTS
SECTION 1. Annual Meeting. Annual meetings of this Association shall be held at such times and places as may be designated by the Board and specified in the notice of each such meeting, for the purpose of electing members of the Board and for the transaction of such other business as may be properly brought before the meeting.
SECTION 2. Special Meetings. Special meetings of the Members may be called at any time by the President or by the Board of Directors, or upon written request of the Members who are entitled to vote one‑fourth (1/4) of all of the votes appurtenant to the Lots.
SECTION 3. Place of Meetings. All meetings of the Members shall be held at such place, within Watauga County, North Carolina, as shall be determined by the Board of Directors of the Association.
SECTION 4. Notice of the Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, not less than 10 days nor more than 50 days before the date of such meeting to each Member entitled to vote thereat, addressed to the Member's address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the purpose of the meeting.
SECTION 5. Quorum. The presence at the meeting of Members entitled to cast, or of proxies entitled to cast, one‑half (1/2) of the votes appurtenant to the lots shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
SECTION 6. Voting. Each Owner of a Lot shall be entitled to one vote for such Lot provided they are not delinquent in dues or assessments at that time. When more than one person owns an interest (other than a leasehold or security interest) in any Lot, all such persons shall be Members and the voting rights appurtenant to said Lot shall be exercised as they, among themselves, determine, but in no event shall more than one (1) vote be cast with respect to any Lot.
SECTION 7. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his/her Lot or attendance at the meeting.
SECTION 8. Waiver of Notice. Any Member may, at any time, waive notice of any meeting of the Members in writing and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Member at any meeting of the Members shall constitute a waiver of notice by him/her of the time and place thereof except where a Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called. If all the Members are present at any meeting of the Members, no notice shall be required and any business may be transacted at such meeting.
SECTION 9. Informal Action by Members. Any action which may be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the persons who would be entitled to vote upon such action at a meeting and filed with the Secretary of the Association to be kept in the Association's minute book.
ARTICLE IV BOARD OF DIRECTORS
SECTION 1. Number. The business and affairs of the Association shall be managed by a Board of Directors, who are Members of the Association. The Board of Directors consists of the officers of the Corporation. The Officers shall be President, Vice President, Secretary, and Treasurer.
SECTION 2. Term of Office. Each officer of the Association shall be elected annually by the members of the Association and each shall hold office for one(l) year or until a death, resignation, retirement, removal, disqualification, or until a successor is elected and qualifies.
SECTION 3. Nomination. Nomination for election to the Board of Directors shall be made by the Membership from the floor at the Annual Meeting.
SECTION 4. Election. Directors shall be elected at the annual meeting of the Members. At such election, the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Articles of Incorporation. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
SECTION 5. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association. In the event of death, resignation, or removal of a director, a successor shall be elected by the Members of the Association and shall serve for the unexpired term of his/her predecessor. The Members may elect a director at any time to fill any vacancy.
SECTION 6. Compensation. No director shall receive compensation for any service the director may render to the Association. However, any director may be reimbursed for actual expenses incurred in the performance of his/her duties.
ARTICLE V MEETING OF DIRECTORS
SECTION 1. Meetings. Meetings of the Board of Directors shall be held when called by any two directors. An Annual Meeting of the Board of Directors shall be held when called by the President. Special meetings of the Board of Directors shall be held when called by the President of the Association or by any two directors.
SECTION 2. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
SECTION 3. Informal Action by Directors. Action taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action in question is signed by a majority of the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.
SECTION 4. Liability of the Board. The members of the Board of Directors shall not be liable to the Owners for any mistake of judgment, negligence, or otherwise except for their own individual willful misconduct or bad faith. The Owners shall indemnify and hold harmless each of the members of the Board against all contractual liability to others arising out of contracts made by the Board on behalf of the Association unless any such contract shall have been made in bad faith or contrary to the provisions of the Articles of Incorporation, Declaration or these Bylaws. It is intended that the members of the Board of Directors shall have no personal liability with respect to any contract made by them on behalf of the Association, except to the extent that they are Owner(s).
ARTICLE VI POWERS AND DUTIES OF THE BOARD OF DIRECTORS
SECTION 1. Powers. The Board of Directors shall have power to:
(a) suspend the voting rights of a Member during any period in which such Member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed 60 days for infraction of published rules and regulations;
(b) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation or the Declaration;
(c) employ an independent contractor or such other employees as they deem necessary and to prescribe their duties;
(d) employ attorneys to represent the Association when deemed necessary;
(e) appoint and remove at pleasure all officers, agents and employees of the Association, prescribe their duties, fix their compensation and require of them such security or fidelity bond as it may deem expedient.
SECTION 2. Duties. It shall be the duty of the Board of Directors to:
(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members, or at any special meeting when such statement is requested in writing by Members entitled to at least one‑fourth (1 /4) of the votes appurtenant to the Lot~;
(b) supervise all agents and employees of the Association, and to see that their duties are properly performed;
(c) to fix the amount of the annual assessment against each Lot at least thirty (30) days before July 1 of each year; send written notice of each assessment to every Member subject thereto at least fifteen (15) days before its due date and before July 1 of each year; foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring an action at law against the owner personally obligated to pay the same;
(d) procure and maintain adequate liability insurance covering the Association and the directors thereof as deemed appropriate;
(e) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate.
ARTICLE VII OFFICERS AND THEIR DUTIES
SECTION 1. Officers. The officers of the Association shall be a President and Vice‑President, a Secretary, and a Treasurer, and such other officers as the Board may from time to time by resolution create.
SECTION 2. Election of the Officers. The election of officers shall take place at the annual meeting of the Members.
SECTION 3. Term. Each officer of the Association shall be elected annually by the Membership and each shall hold office for one (1) year or until a death, resignation, retirement, removal, disqualification, or a successor is elected and qualifies.
SECTION 4. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to any member of the Board. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 5. Vacancies. A vacancy in any office may be elected by the members of the Association. The officer elected to such vacancy shall serve for the remainder of the term of the officer replaced.
SECTION 6. Multiple Offices. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices.
SECTION 7. Compensation. No officer shall receive any compensation from the Association for acting as such.
SECTION 8. Duties. The duties of the officers are as follows:
President (a) The President shall be the principal executive officer of the Association, and subject to the control of the Board, shall supervise and control the management of the Association. The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all written instruments and shall co‑sign all checks and promissory notes.
Vice‑President
(b) The Vice‑President shall act in the place and stead of the President in the event of the President's absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of the Vice‑President by the Board.
Secretary
(c) The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meeting~ of the Board and of the Members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board.
Treasurer
(d) The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; submit the Association's financial records for audit by an accountant as requested by the Board; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the Members.
ARTICLE VIII COMMITTEES
The Board of Directors shall appoint such committees as are deemed appropriate in carrying out its purpose.
ARTICLE IX ASSESSMENTS
Each Member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date the assessment shall bear interest from the date of delinquency at the rate of eighteen percent (18%) per annum, plus such late charge as may be established by the Board of Directors, and the Association may bring an action at law against the Member personally obligated to pay the same or foreclose lien against the property described in the Declaration. Interest, cost, and reasonable attorney's fees of any such action shall be added to the amount of such assessment.
Article X AMENDMENTS
These Bylaws may be amended, at a regular or special meeting of the Members, by a vote of a majority of a quorum of Members present in person or by proxy.
ARTICLE XI ARBITRATION
Any claim which shall be made against one or more members of the Board of Directors shall be settled by arbitration except as otherwise provided herein, in the declaration or under any applicable law, and judgment upon the award may be entered in any court having jurisdiction thereof. Such arbitration shall be commenced upon the delivery of such claim, in writing, to one or more members of the Board; and shall be before one disinterested arbitrator if one can be agreed upon, otherwise before three disinterested arbitrators, one named by the Director(s), one by the Owner(s), and one by the two thus chosen. The arbitrator or arbitrators shall determine the controversy in accordance with the laws of North Carolina as applied to the facts found by him or them. If the Director(s) or the Owner(s) shall refuse or fail to so name an arbitrator within thirty (30) days after written notice from the other party requiring the naming of an arbitrator, then the arbitrator so named by the party not in default hereunder shall have the power to proceed to arbitrate and determine the matters in controversy as if he were an arbitrator appointed by both parties for that purpose, and his award in writing signed by him shall be final. The rules of procedure for the arbitration hearing may be adopted by the arbitrators. All arbitration proceedings hereunder shall be conducted in Watauga County, North Carolina.
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