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By-Laws |
ARTICLE VI
Directors
Section 1. Number and Qualifications of Directors. The affairs of the Association shall be governed by the Board of Directors composed of at least three (3) natural persons and not more than eleven (11) natural persons as determined by resolution of Members. Hurricane Haven Subdivision is, and shall be, divided into six (6) Blocks, known as A, B, C, D, E, and F, as reflected on the official subdivision map of Hurricane Haven. Each of the said blocks shall have a member of the Board of Directors from their respective areas to be elected by the membership for a term of two years. Five (5) members of the Board of Directors shall be elected at large by the membership for a term of three (3) years.
Section 2. Initial Directors. The names and residence addresses of three (3) initial directors selected by Declarant to act as such until the first annual meeting, or until such time as their successors are duly chosen and qualified, are:
Thomas E. Brown, 8 Loretta Drive, Rt. 1, Supply, NC 28462
Clifford Ward, 12 Loretta Drive, Rt. 1, Supply, NC 28462
James Hall , 3237 Sand Hill Drive, Fayetteville, NC 28306
Carolyn Hall , 5 William St., Rt. 1, Supply, NC 28462
Section 3. Powers and Duties. The Board of Directors shall have all the powers and duties necessary for the administration of the affairs of the Association and may do all such acts and things as are not by law or by these By-Laws or the Declaration directed to be exercised and done by the Members. The powers and duties of the Board of Directors shall include, but not be limited to:
Section 4. Management Agent. The Board of Directors may, but need not, employ for the Association a management agent (the "Management Agent") at a rate of compensation established by the Board of Directors to perform such duties and services as the Board of Directors shall from time to time authorize.
Section 5. Election and Term of Office. The term of the Directors named herein and in the Articles of Incorporation shall expire when their successors have been elected at the first annual meeting of Members and are duly qualified. At the first annual meeting the Members shall elect six (6) directors, one from each Block (see Article VI, Section 1.) for a term of two (2) years and five (5) directors at large, for a term of three (3) years; and at each annual meeting thereafter the Members shall elect directors in accordance with the By-Laws.
Section 6. Vacancies. Vacancies in the Board of Directors caused by any reason other than the removal of a Director by a vote of Members shall be filled by vote of the majority of the remaining Directors, even though they may constitute less than a quorum; and each person so elected shall be a Director until a successor is elected by the Members at the next annual meeting to serve out the unexpired portion of the term.
Section 7. Removal of Directors. At a regular meeting, or at a special meeting duly called for such purpose (but only after the first regular meeting of Members as hereinabove provided), any Director may be removed with or without cause by a vote of fifty-one percent (51%) of the eligible votes entitled to be cast by Members, whether or not present and voting thereon. A successor may then and there be elected to fill a vacancy by majority vote of Members present and voting thereon in person or by proxy. Any Director whose removal has been proposed by Members shall be given an opportunity to be heard at the meeting. The term of any Director who is a Member and who becomes more than sixty (60) days delinquent in payment of any assessments or charges due the association shall be automatically terminated and the remaining Directors shall appoint his successor as provided in Section 6 of this Article VI.
Section 8. Compensation. No compensation shall be paid to Directors for their services as Directors.
Section 9. Organization Meeting. The first meeting of a newly elected Board of Directors shall be held within ten (10) days of such election at a place fixed by the newly elected Directors. No notice shall be necessary to the newly elected Directors in order legally to constitute such meeting, provided a majority of the whole Board of Directors shall be present.
Section 10. Regular Meetings. Regular meetings of the Board of Directors may be held at such time as shall be determined from time to time, by a majority of the Directors, but at least four (4) such meetings shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail to his address as it appears on the records of the Association at the time such notice is mailed or personally delivered, at least six (6) days prior to the day named for such meeting.
Section 11. Special Meetings. Special meetings of the Board of Directors may be called by the President of the Association on three (3) days' notice to each Director given personally or by mail as hereinabove provided, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of at least one-third (1/3) of the Directors.
Section 12. Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed the equivalent of the giving of such notices. Attendance by a Director at any meeting of the Board of Directors shall be a waiver of notice by him of the time, place and purpose thereof. If all the Directors are present at any meeting of the Board of Directors, no notice shall be required and any business may be transacted at such meeting.
Section 13. Quorum. At all meetings of the Board of Directors a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If at any meeting of the Board of Directors there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such meeting, any resumption of business which might have been transacted at the meeting as originally called may be transacted without further notice.
Section 14. Action Without Meeting. Any action taken by the Board of Directors required or permitted to be taken at any meeting may be taken without a meeting if all the members of the Board of Directors shall consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors.
Section 15. Fidelity Bonds. The Board of Directors may require that all officers and employees of the Association handling or responsible for Association funds and securities shall furnish adequate fidelity or surety bonds. The premiums on such bonds may be paid by the Association.
Section 2. Initial Directors. The names and residence addresses of three (3) initial directors selected by Declarant to act as such until the first annual meeting, or until such time as their successors are duly chosen and qualified, are:
Thomas E. Brown, 8 Loretta Drive, Rt. 1, Supply, NC 28462
Clifford Ward, 12 Loretta Drive, Rt. 1, Supply, NC 28462
James Hall , 3237 Sand Hill Drive, Fayetteville, NC 28306
Carolyn Hall , 5 William St., Rt. 1, Supply, NC 28462
Section 3. Powers and Duties. The Board of Directors shall have all the powers and duties necessary for the administration of the affairs of the Association and may do all such acts and things as are not by law or by these By-Laws or the Declaration directed to be exercised and done by the Members. The powers and duties of the Board of Directors shall include, but not be limited to:
- a) Care, upkeep and maintenance of the Common Areas, units and Lots in a manner consistent with law and the provisions of these By-Laws and the Declaration.
b) Determination and collection of annual assessments and special assessments from Members, the maintenance of a roster of assessments and charges applicable to each Lot and the enforcement of liens therefore in a manner consistent with law and the provisions of these By-Laws and the Declaration.
c) Designation, hiring and dismissal of a Management Agent or of the personnel and services and materials necessary for the good working order and operation of the Common Areas and for maintenance of Lots as provided in these By-Laws and in the Declaration.
d) Promulgation and enforcement of such rules and regulations and admission charges and fees, if any, and such restrictions or requirements as may be deemed proper respecting the use, occupancy and maintenance of the Common Areas, all of which shall be consistent with law and the provisions of these By-Laws and the Declaration.
e) Procurement of fire and extended hazard insurance on the Common Areas and such other insurance and such surety or fidelity bonds as the Board of Directors determine to be necessary and appropriate.
f) Preparation and distribution to each Member of an annual report which shall summarize the operations and actions of the Association and its income, expenditures and reserves.
Section 4. Management Agent. The Board of Directors may, but need not, employ for the Association a management agent (the "Management Agent") at a rate of compensation established by the Board of Directors to perform such duties and services as the Board of Directors shall from time to time authorize.
Section 5. Election and Term of Office. The term of the Directors named herein and in the Articles of Incorporation shall expire when their successors have been elected at the first annual meeting of Members and are duly qualified. At the first annual meeting the Members shall elect six (6) directors, one from each Block (see Article VI, Section 1.) for a term of two (2) years and five (5) directors at large, for a term of three (3) years; and at each annual meeting thereafter the Members shall elect directors in accordance with the By-Laws.
Section 6. Vacancies. Vacancies in the Board of Directors caused by any reason other than the removal of a Director by a vote of Members shall be filled by vote of the majority of the remaining Directors, even though they may constitute less than a quorum; and each person so elected shall be a Director until a successor is elected by the Members at the next annual meeting to serve out the unexpired portion of the term.
Section 7. Removal of Directors. At a regular meeting, or at a special meeting duly called for such purpose (but only after the first regular meeting of Members as hereinabove provided), any Director may be removed with or without cause by a vote of fifty-one percent (51%) of the eligible votes entitled to be cast by Members, whether or not present and voting thereon. A successor may then and there be elected to fill a vacancy by majority vote of Members present and voting thereon in person or by proxy. Any Director whose removal has been proposed by Members shall be given an opportunity to be heard at the meeting. The term of any Director who is a Member and who becomes more than sixty (60) days delinquent in payment of any assessments or charges due the association shall be automatically terminated and the remaining Directors shall appoint his successor as provided in Section 6 of this Article VI.
Section 8. Compensation. No compensation shall be paid to Directors for their services as Directors.
Section 9. Organization Meeting. The first meeting of a newly elected Board of Directors shall be held within ten (10) days of such election at a place fixed by the newly elected Directors. No notice shall be necessary to the newly elected Directors in order legally to constitute such meeting, provided a majority of the whole Board of Directors shall be present.
Section 10. Regular Meetings. Regular meetings of the Board of Directors may be held at such time as shall be determined from time to time, by a majority of the Directors, but at least four (4) such meetings shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail to his address as it appears on the records of the Association at the time such notice is mailed or personally delivered, at least six (6) days prior to the day named for such meeting.
Section 11. Special Meetings. Special meetings of the Board of Directors may be called by the President of the Association on three (3) days' notice to each Director given personally or by mail as hereinabove provided, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of at least one-third (1/3) of the Directors.
Section 12. Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed the equivalent of the giving of such notices. Attendance by a Director at any meeting of the Board of Directors shall be a waiver of notice by him of the time, place and purpose thereof. If all the Directors are present at any meeting of the Board of Directors, no notice shall be required and any business may be transacted at such meeting.
Section 13. Quorum. At all meetings of the Board of Directors a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If at any meeting of the Board of Directors there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such meeting, any resumption of business which might have been transacted at the meeting as originally called may be transacted without further notice.
Section 14. Action Without Meeting. Any action taken by the Board of Directors required or permitted to be taken at any meeting may be taken without a meeting if all the members of the Board of Directors shall consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors.
Section 15. Fidelity Bonds. The Board of Directors may require that all officers and employees of the Association handling or responsible for Association funds and securities shall furnish adequate fidelity or surety bonds. The premiums on such bonds may be paid by the Association.