BY-LAWS
OF
BRIGANDS’ BAY HOMEOWNERS’
ASSOCIATION
Revised November 28, 2003
ARTICLE I
Definitions
The following terms as used in
these By—Laws are defined as follows:
(a) Brigands’ Bay Homeowners’
Association, hereinafter referred to as the
“Association”, means and refers to the
Association of Owners of properties of the
community.
(b) “Board” means the Board of
Directors of the Association.
(c) “By—Laws” means the
By—Laws of the Association.
(d) “Development” means
Brigands’ Bay Subdivision.
(e) “Lot” means any lot or
parcel within the Development.
(f)
“Owner” means and refers to
any person who purchases or otherwise
acquires title to any lot.
ARTICLE II
Purpose
Section 1. To foster and advance
matters deemed to be in the best interests of
the members of the Association.
Section 2. To establish and
maintain high community standards.
ARTICLE III
Membership
Section 1. Member. Each
Owner shall, by reason of ownership, become a
Member of the Association. There shall be one
voting Member for each Lot regardless of the
number of persons who may have ownership
interest in such Lot. The voting Member shall be
designated in writing, if requested, by the
Board.
Section 2. Suspension of
Privileges of Membership.
1. The Board may suspend the
Member’s voting privileges for:
(a) Non-payment of dues.
Member’s voting privileges shall be
automatically reinstated upon satisfactory
payment of dues.
ARTICLE IV
Meetings of Members
Section 1. Place of Meeting.
Any meeting of the members of the Association
shall be held in Hatteras Township, Dare County,
North Carolina, at such place therein as may be
stated in the notice of such meeting.
Section 2. The Annual Meeting.
The Annual Meeting of the Association shall be
held on the Friday/Saturday/Sunday following
Thanksgiving each year commencing with the year
2003.
Section 3. Special
Meetings of the Association.
Special meetings of the Association may be
called by the Board at any time in the
manner herein provided. A special meeting
may also be called upon the written petition
of twenty—five percent (25%) of the
members of the Association who would have
the right to vote at such special meeting.
Such petition shall set forth the purpose
of the special meeting.
Section 4. Notice of
Meetings of the Association.
Written notice of the place, date, and hour
of the meeting and, in the case of a special
meeting, the purpose or purposes for which
the meeting is called, shall be posted not
less than ten (10) days nor more than forty
(40) days before the date of the meeting,
either personally, by e-mail or by USPS
mail, to each person entitled to vote at
such meeting
Section 5. Quorum. A
quorum at either a special meeting or the
Annual Meeting shall be ten percent (10%) of
the members entitled to vote at such
meeting in person or by proxy. The vote of
a majority of the votes entitled to be cast
at any meeting at which a quorum is present
shall be necessary for the adoption of any
matter voted upon by the members, unless a
greater proportion is required by law.
Section 6. Proxies.
Every member entitled to vote shall have the
right to do so either in person or by
written proxy executed by such member.
Proxy shall be valid for one meeting only.
ARTICLE V
The Directors
Section 1. Powers.
The Board shall:
(a) Manage and
control the affairs of the Association.
(b) Designate a
banking institution as depository for the
Association’s funds; and the officers
authorized to make withdrawals and to
execute obligations on behalf of the
Association.
(c) Conduct meetings
using Robert’s Rules of Order Revised as a
guide.
(d)
The Board shall develop an operating budget
for the fiscal year (1 January through 30
December) and present the budget for
approval at the Annual Meeting. Upon the
adoption and approval of the budget, the
Board shall be bound by the same and shall
not authorize expenditures which may exceed
the total amount budgeted by more than
fifteen percent (15%) without having
called a special meeting of the Association
to approve such variation. Any expenditure
requiring a special assessment over and
above the $20.00 annual membership dues fee
as a source of income shall require a vote
of all voting members. All ballots
requesting votes on a special assessment
must be returned to the BBHA Board of
Directors on or before twenty days from the
date of the ballot. Any special assessment
ballot not returned or returned after the
twenty day period shall be considered as an
abstention. A quorum for the passing of a
special assessment shall be by 51%
affirmative vote of returned, eligible
ballots.
(e) The Board of
Directors may appoint committees of the
Association.
Section 2. Number of
Directors. The number of the Directors
shall be seven (7). During annual elections,
members shall vote to replace directors.
Section 3. Term. The
elected Directors will serve for a term of
two (2) years with three directors being
elected in each even year (2004, 2006,
2008…) and four Directors being elected in
each odd year (2005, 2007, 2009…). Current
and newly elected directors will hold a
directors’ meeting within ten days following
elections to elect officers amongst
themselves.
Section 4. Election of
Directors.
(a) Between the first
and fifteenth day of October of each year
any member in good standing may file with
the Secretary of the Association a Statement
of Candidacy and Biography (not more than
150 words) signed by 5 Members in good
standing. The Secretary of the Association
shall include Statement of Candidacy and
Biography for each candidate in the Annual
Meeting notice.
(b) Election of
Directors shall be by written ballot that:
1. Describe the vacancy to
be filled; and,
2. Set forth the names of
those persons who have become candidates for
the Office of Director.
(c) Each member
entitled to vote shall be sent one (1)
ballot for each Lot for which he is the
voting member at least 20 days prior to the
Annual Meeting.
(d) The completed ballots
shall be returned to the Secretary at least 10
days prior to the Annual Meeting.
(e) An Election
Committee consisting of the Secretary and
the then existing Board shall count the
ballots.
(f) The Election
Committee shall certify the results of the
count at the Annual Meeting.
(g) Terms of office of
the Directors so elected shall commence 1
January following the Annual Meeting.
Section 6.
Removal of Directors. A Director may be
removed by the Board for failure to attend
scheduled meetings and/or dereliction of
duties. Board must have a recorded vote to
remove a Director. Removed Director may
appeal decision to the general membership at
the next scheduled Annual or Special
Meeting.
Section 7. Meetings of
the Board of Directors. The Board shall
meet at least quarterly. Special meetings of
the Board may be called by the President or
by a majority of the Board and shall be held
at such place in Hatteras Township as the
call or notice of the meeting shall
designate. Notice of a special meeting may
be given in writing or orally at least
twenty—four (24) hours prior to the date of
the special meeting. After adoption of a
resolution setting forth the times of
regular meetings, no notice of such meetings
shall be required, or waived, but notice of
special meetings of the Board shall be
given.
Section 8. Action Without
Meeting. Any action, which may be taken
at a meeting of the Board, may be taken
without a meeting if authorized in writing
signed by all of the Directors who would be
entitled to vote upon said action at a
meeting, and filed with the Secretary of the
Association.
Section 9. Quorum. A
majority of the Directors shall constitute a
quorum to transact business of the Board,
and the act of the majority of the Directors
present at any meeting shall be deemed to be
the act of the Board.
Section 10. Vacancies.
If any vacancy exists on the Board, the
vacancy shall be filled by the remaining
Directors, even though those remaining
directors might be less than a quorum. Any
person so elected a Director shall serve out
the remaining term of the Director whom he
has replaced.
ARTICLE VI
The Officers
Section 1. Officers.
The officers of the Association shall be the
President, the Vice President, the
Secretary, the Treasurer, and such other
officers and assistant officers as the Board
may from time to time elect. Current and
newly elected directors will hold a
directors’ meeting within ten days following
elections to elect officers amongst
themselves. Elected officers shall serve at
the will of the Board for one year periods.
Section 2. President.
A President shall be the executive officer
of the Association and shall preside over
all meetings of the Association. He shall
conduct the affairs of the Association in
accordance with these By-Laws and those
policies promulgated by the Board of
Directors. He shall be responsible for the
preparation of a full and true report for
the current fiscal year and present to the
Members at the Annual Meeting.
Section 3. Vice President.
In the absence of the President, or in the
event of his inability or refusal to act,
the Vice President is empowered to act and
shall thereupon be vested with the powers
and duties of the President.
Section 4. Secretary.
The Secretary of the Association shall keep
the minutes of the business and other
matters transacted at the meetings of the
Members and of the Board. He/She shall mail,
or cause to be mailed, all notices required
under the By-Laws. He/She shall have the
custody of the corporate seal and records
and maintain a list of the members and their
addresses and perform all other duties
incident to the office of Secretary. The
Secretary may appoint Recording and
Correspondence Assistants.
Section 5. Treasurer.
The Treasurer shall have custody of the
funds of the Association, collect monies
due, pay the obligations of the Association,
and perform such other duties as are
incident to the office of Treasurer. All
checks shall be signed by the Treasurer and
countersigned by the President or the Vice
President, in the absence of the President.
Section 6. Removal of
Officers. Any officers may be removed
when, in the judgment of the Board, the best
interest of the Association will be served
by such removal.
ARTICLE VII
Distribution of Assets After
Termination
Section 1. No member of this
Association shall have, as an individual,
any interest in or title to the assets of
Brigands’ Bay Homeowners’ Association, and
such assets shall be devoted exclusively to
the purposes of the Association.
Section 2. In the event of
dissolution or other termination of this
Association, all of its assets shall be
assigned to an institution that qualifies
for tax exemption (under the Internal
Revenue Code) as selected by the Board of
Directors.
ARTICLE VIII
Indemnification of Directors,
Officers and Employees
Any person who is involved
without his/her consent in any legal action
due to the fact that he/she is or was a
Director, officer or employee of the
Association shall be indemnified by the
Association against all expenses reasonably
incurred by him/her in connection with or
resulting from such legal action. Such
expenses shall also include amounts paid by
him/her with the consent of the Association
acting through its Board of Directors in
reasonable settlement of such actions except
for those matters as to which it shall be
determined that such person was derelict in
the performance of his/her duties to the
Association. This right of indemnification
shall apply to matters arising both before
and after the time of adoption of this
By-Law and shall not exclude any other legal
right of indemnification to which such
person may be entitled.
ARTICLE VIIII
Amendments
These By-Laws may be amended
in any regular or special meeting of the
Association, provided that the call for the
meeting contains in full the proposed
amendment. The amendment may be revised
during the meeting provided the amendments
are germane. An affirmative vote of a
majority of the members present and voting
shall be required to carry the amendment,
provided at least ten percent (10%) of the
members eligible to vote at said meeting are
present either in person or by proxy.