<%@LANGUAGE="VBSCRIPT" CODEPAGE="65001"%> Brigands' Bay Homeowners Association
 
 
 

   

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.