BRIGANDS’ BAY HOMEOWNERS’
Revised November 28, 2003
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.
“Owner” means and refers
to any person who purchases or otherwise
acquires title to any lot.
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.
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.
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
Thanksgiving each year commencing with the
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
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.
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.
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
meetings using Robert’s Rules of Order
Revised as a guide.
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
Section 2. Number of
Directors. The number of the
Directors shall be seven (7). During
annual elections, members shall vote to
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
Section 4. Election of
(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
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
(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
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
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
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.
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
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
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
Distribution of Assets After
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
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.
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
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.