STATE OF NORTH CAROLINA
Department of The Secretary of State
To all whom these presents shall com, Greetings:
I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of
ARTICLES OF INCORPORATION
OF
RIVER BEND OF LAKE HICKORY OWNERS ASSOCIATION, INC.
the original of which was filed in this office on the 17th day of December, 1998.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 17th day of December, 1998.
Elaine F. Marshall
Secretary of State
ARTICLES OF INCORPORATION
OF
RIVER BEND OF LAKE HICKORY OWNERS ASSOCIATION, INC.
In compliance with the requirements of Chapter 55A of the General Statutes of North Carolina, the undersigned, all of whom are residents of the State of North Carolina and all of whom are of full age, have this day voluntarily associated themselves together for the purpose of forming a corporation not for profit and do hereby certify:
ARTICLE I
The name of the corporation is RIVER BEND OF LAKE HICKORY OWNERS ASSOCIATION, INC., hereinafter called the “Association”.
ARTICLE II
The principal and registered office of the Association is located at 825 THIRD STREET, N.W., HICKORY, CATAWBA COUNTY, NORTH CAROLINA, 28601.
ARTICLE III
TED COOKE, whose address is 837th AVENUE N.W., HICKORY, CATAWBA COUNTY, NORTH CAROLINA, 28601, is hereby appointed the initial registered agent of this Association.
ARTICLE IV
This Association does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is formed are to provide for maintenance, preservation and architectural control of residential Lots and Common Area within that certain tract of property described as River Bend of Lake Hickory containing approximately 200 acres, more or less, lying and being in Lovelady Township, Caldwell Count, North Carolina, and such other properties as may be annexed thereto, and to promote the health, safety and welfare of the residents within the above described property and any additions thereto as may hereafter be brought within the jurisdiction of this Association for these purposed to:
(a) Exercise all of the powers and privileges and to perform all of the duties and obligations of the association as set forth in that certain Master Declaration of Covenants, Conditions and Restrictions, hereinafter called the “Master Declaration,” applicable to the property and recorded or to be recorded in the Office of the Register of Deeds of Caldwell Count, North Carolina, and as the same may be amended from time to time as therein provided, said Mater Declaration being incorporated herein as if set forth at length;
(b) Fix. Levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Master Declaration; to pay all expenses incident to the conduct of the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association.
(c) Acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real property in connection with affairs of the Association, provided any conveyance, sale, dedication or disposition of real property is not inconsistent with the laws and ordinances of the county of Caldwell or the Town of Granite Falls;
(d) Borrow money, and with the assent of two-thirds (2/3) of the Class I Members and two-thirds (2/3) of the Class II Members, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred, provided that the rights of any mortgagee in said properties shall be subordinate to the rights of the homeowners hereunder;
(e) Dedicate, sell or transfer all or any part of the Common Area to any public agency, authority, utility or other non-profit corporation for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless an instrument has been signed by two-thirds (2/3) of each class of members, agreeing to such dedication, sale, or transfer.
(f) Participate in mergers and consolidations with other non-profit corporations organized for the same purposes or annex additional residential property and Common Area, provided that any such merger, consolidation or annexation shall have the assent of two-thirds (2/3) of each class of members.
(g) Annex additional properties in such manner and upon such terms as set out in a Master Declaration of Covenants, Conditions, and Restrictions executed by Gunpowder, L.L.C., a North Carolina Limited Liability Company, which is recorded or to be recorded, in the Office of the Register of Deeds of Caldwell County, North Carolina.
(h) Have and to exercise any and all powers, rights and privileges which a corporation organized under the Non-Profit Corporation law of the State of North Carolina by law may now or hereafter have or exercise.
This corporation is organized and shall be operated exclusively as a homeowners’ association and not for profit. No part of the earnings of this corporation of the funds contributed by any person or corporation shall inure to the benefit of any director, officer or member of the corporation, or any private individual (other than by acquiring, constructing or providing management, maintenance and care of Association property, and other than by a rebate of excess membership dues, fees or assessments), except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes. IN the event of the liquidation or dissolution of the corporation, either voluntary or involuntary, no director or officer of the corporation or any private individual shall be entitled to any distribution or division of its remaining property or its proceeds, and the balance of all money and other property received by the corporation from any source, after the payment of all debts and obligations of the corporation, shall be used or distributed exclusively to an entity or entities whose purposes are substantially similar to those set forth in this Article IV and within the intent of Section 528 of the Internal Revenue Code of 1986 and the regulations thereunder as the same now exist or as they may be hereafter amended from time to time or to an appropriate public agency to be used for purposes similar to those stated in this Article IV or to an organization which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.
Anything to the contrary notwithstanding the corporation shall not possess or exercise any power or authority either expressly, by implication, or by operation of law that will prevent it in any time from qualifying as a “Residential Real Estate Management Association” as defined in Section 528 of the Internal Revenue Code of 1986 as amended and the regulations thereunder, nor shall it engage directly or indirectly in any activity which would cause the loss of such qualification or deny it such election under such Section of the Internal Revenue Code.
In order to properly prosecute the objects and purposes set forth, this corporation shall have all the powers vested in corporations by the laws of the State of North Carolina, Chapter 55Statutes of North Carolina, together with all amendments thereto, past and future, which powers shall include, but the inclusion of such powers shall not be deemed as exclusive of other powers vested in the corporation, the following powers: This corporation shall have full power and authority to acquire real or personal property, tangible or intangible, by gift, contribution, bequest, devise, purchase, lease, exchange or by any other manner, and to hold legal or equitable title to real and personal property; to borrow money, issue bonds, indentures or other evidences of indebtedness, secured or unsecured; to sell, buy, lease, encumber, mortgage, pledge, donate and otherwise deal with, acquire and dispose of real and personal property either one or both, and generally to perform all acts which may be deemed necessary, expedient or proper by the corporation for the successful carrying out of the object and purposes for which the corporation is formed.
ARTICLE V
MEMBERSHIP
Every person or entity which is a record owner of a fee or undivided fee interest in any lot which is subject by covenants of record to assessment by the Association, including contract sellers, shall be a member of the Association. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of any lot which is subject to assessment by the Association.
ARTICLE VI
VOTING RIGHTS
The Association shall have two classes of voting memberships:
Class I.
Class I members shall be all owners with the exception of the Declarant and shall be entitled to one vote for each lot owned. When more than one person holds and interest in any lot, all such persons shall be members. The vote for such lot shall be exercised as they, among themselves, determine but in no event shall more than one vote be cast with respect to any lot. Fractional voting with respect to any lot is hereby prohibited.
Class II.
The Class II member(s) shall be the Declarant (as defined in the Declaration), and shall be entitled to ten (10) votes for each lot owned. The Class II membership shall cease and be converted to Class I membership on the happening of either of the following events, whichever occurs earlier:
(a) On the date when the Class II member no longer owns any part of the property;
or
(b) On January 1, 2020; or
(c) On the date that Declarant shall elect, in its sole discretion, that its Class II membership cease and be converted to Class I membership, which election may be made, if at all, upon Declarant giving written notice to the Board of Directors.
ARTICLE VII
BOARD OF DIRECTORS
The affairs of this Association shall be managed by a Board of at least three (3) directors, who need not be members of the Association. The number of directors will change to five (5) after the first year, and may be changed by amendments of the By-Laws of the Association. The names and addresses of the persons who are to act in the capacity of directors until the election of their successors are:
Name & Address:
Ted Cooke — 837th Avenue, N.W., Hickory, NC, 28601, Catawba County
Alfred R. Cooke — 839 36th Avenue, N.W., Hickory, NC, 28601, Catawba County
John G. Fuller — 352 2nd Street, N.W., Suite 106, Hickory, NC, 28601, Catawba County
ARTICLE VIII
DISSOLUTION
The Association may be dissolved with the assent given in writing and signed by not less than two-thirds (2/3) of each class of members. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed, and assigned to any non-profit corporation, association, trust or other organization to be devoted to such similar purposes.
ARTICLE IX
DURATION
The corporation shall exist perpetually.
ARTICLE X
AMENDMENTS
Amendment to these Articles shall require the assent of seventy-five percent (75%) of the entire membership.
ARTICLE XI
INCORPORATOR
The names and addresses of the incorporators are as follows:
Name & Address:
Ted Cooke — 837th Avenue, N.W., Hickory, NC, 28601, Catawba County
Alfred R. Cooke — 839 36th Avenue, N.W., Hickory, NC, 28601, Catawba County
John G. Fuller — 352 2nd Street, N.W., Suite 106, Hickory, NC, 28601, Catawba County
IN WITHNESS WHEREOF, we, the undersigned incorporators, have hereunto set our hands and seals this the 16th day of December, 1998.
Ted Cooke
Alfred R. Cooke
John G. Fuller
NORTH CAROLINA
CATAWBA COUNTY
I, Susan Jackson Wilson, Notary Public, do hereby certify that Ted Cooke, personally appeared before me this day and acknowledged the execution of the foregoing instrument.
WITNESS my hand and notarial seal, this the 16th day of December, 1998.
My Commission Expires: 9-22-2001
NORTH CAROLINA
CATAWBA COUNTY
I, Susan Jackson Wilson, Notary Public, do hereby certify that Alfred R. Cooke, personally appeared before me this day and acknowledged the execution of the foregoing instrument.
WITNESS my hand and notarial seal, this the 16th day of December, 1998.
My Commission Expires: 9-22-2001
NORTH CAROLINA
CATAWBA COUNTY
I, Susan Jackson Wilson, Notary Public, do hereby certify that John G. Fuller, personally appeared before me this day and acknowledged the execution of the foregoing instrument.
WITNESS my hand and notarial seal, this the 16th day of December, 1998.
My Commission Expires: 9-22-2001
ORGANIZATIONAL MINUTES
OF
RIVER BEND OF LAKE HICKORY OWNERS ASSOCIATION, INC.
The organizational meeting of the initial Directors of RIVER BEND OF LAKE HICKORY OWNERS ASSOCIATION, INC. was held at the offices of Sigmon, Clark, Mackie, Hutton & Hanvey, P.A. at 10:00 o’clock A.M. on the 15 th day of January, 1999, with the Directors present and waiving notice by affixing their respective signature.
Ted Cooke presented Articles of Incorporation which had been filed in the office of the Secretary of State of North Carolina on the 17th day of December, 1998. The Articles were ratified and ordered inserted in the Corporate Records Book.
Ted Cooke presented a proposed set of Bylaws for the governance of the corporation. After due consideration, the Directors adopted the Bylaws as presented and ordered the insertion thereof into the Corporate Records Book.
At that time Ted Cooke opened the floor for the election of new Officers and the following were duly elected:
President………………. Ted Cooke
Vice President…………. Alfred R. Cooke
Secretary………………. John G. Fuller
Treasurer………………. Alfred R. Cooke
RESOLVED, that Centura Bank, Hickory, North Carolina, is designated as depository of Owners Association funds, and that any one of the Officers may sign checks drafts or notes in accord with the copies of Resolutions annexed.
The President and Secretary were authorized and directed to take all other action necessary for the commencement of business.
There being no further business, the meeting was adjourned.
Ted Cooke, Director
Alfred R. Cooke, Director
John G. Fuller, Director
EXHIBIT “C”
BYLAWS
OF
RIVER BEND OF LAKE HICKORY OWNERS ASSOCIATION, INC.
(The Master Association)
ARTICLE I
OFFICES
Section 1.
Principal Office — The principal office of the Association shall be located at such place in the continental United States as is selected by the subdivision developer, Gunpowder, LLC (the “Developer”) for so long as the Association is under the control of the Developer, its successors and assigns. At such time as the Developer is no longer in control, then the principal office shall be located in Caldwell County, North Carolina or such other place as is selected by a vote of a majority of the members of the Association at a meeting called for that purpose.
Section 2.
Registered Office — The registered office of the Association required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office in the State of North Carolina. The address of the registered office may be changed from time to time by the Board of Directors.
Section 3.
Other Offices — The Association may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors may designate or as the business of the Association may require from time to time.
ARTICLE II
MEMBERSHIP, VOTING RIGHTS, OFFICERS AND MEETINGS
Section 1.
Membership in the Master Association — Each and every Association shall automatically become and be a Master Association Member upon the first conveyance by Declarant to an Owner of a Lot or Tract within the Phase or section of the Property over which such Association has jurisdiction. In addition, for so long as Declarant owns any part of the Property, Declarant shall be a Master Association Member. In addition, with respect to Lots or Tracts not subject to the jurisdiction of an Association, all Owners of such Lots or Tracts shall be Master Association Members. The Master Bylaws shall control with respect to the determination of the proper exercise of voting rights with respect to the determination of the proper exercise of voting rights with respect to portions of the Property owned by two (2) or more undivided interests.
Section 2.
Classes of Voting Master Association Members — The Master Association shall have two classes of voting membership:
Class I. — Class I Master Association Members shall be all Master Association Members with the exception of Declarant. Class I Master Association Members shall be entitled to one (1) vote for each Dwelling Unit located on the Lot or Tract owned by such Master Association Member, or, in the case of an Association Member, one (1) vote for each Dwelling Unit located on the Phase, section or portion of the Property within the jurisdiction of such Association Member.
Class II. — The Class II Master Association Member shall be Declarant. The Class II Master Association Member shall be entitled to ten (10) votes of reach Dwelling Unit located on the property in the Project owned by Declarant.
Notwithstanding anything contained herein to the contrary, the Class II Master Association Membership shall cease and be converted to a Class I Master Association Membership on the earlier to occur of (a) the date on which the Declarant no longer owns any part of the Property; (b) the date Declarant shall elect, in its sole discretion, that its Class II membership cease and be converted to Class I membership (which election may be made, if at all, upon Declarant giving written notice of the election to the Master Board); or (c) January 1, 2020. The earlier to occur of (a), (b), or (c) above shall herein be referred to as the “Turnover Date”. After the Turnover Date and for so long as Declarant owns any part of the Property, Declarant shall be a Class I Master Association Member.
Section 3.
Voting, Quorum and Notice Requirements of the Master Association — Except as may be otherwise specifically set forth in this Declaration, the vote of a majority of all votes entitled to be cast by all classes of the Master Association Members, present or represented by legitimate proxy at a legally constituted meeting at which a quorum is present, shall be the act of the Master Association Members. The number of votes present at a meeting of the Master Association Members that is properly called and that will constitute a quorum shall be as set for t hint he Master Bylaws.
Notice requirements for all actions to be taken by the master Association Members shall be as set forth herein. Notwithstanding the above, the affirmative vote of no less than two-thirds (2/3) of tall votes entitled to be cast by the Master Association Members shall be required in order for the Master Association to (1) file a complaint, on account of an act or omission of Declarant, with any governmental agency which has regulatory or judicial authority over the project or any part thereof; or (2) assert a claim against or sue Declarant.
Section 4.
Membership in an Association — Wherever an Association shall have been established with respect to any Phase or section of the Property in connection with an Additional Declaration, each and every Owner of a Lot, Tract or Dwelling Unit within such Phase or section of the Property shall automatically become and be a Member of such Association.
Section 5.
Classes of Members: Voting, Quorum and Notice Requirements — The designation of classes of Members of an Association and provisions regarding voting, quorum and notice requirements and other applicable terms relating to membership in an Association shell be included in the Additional Declaration for the portion of the Property over which such Association has jurisdiction and/or in the Articles of Incorporation and/or Bylaws of such particular Association.
ARTICLE III
MEETINGS OF MEMBERS
Section 1.
Annual Meeting — The annual meeting of the members shall be held on the first Tuesday in the month of April of each year at the hour of 7:00 o’clock P.M., for the purpose of electing new directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of North Carolina, such meeting shall be held on the next succeeding business day. The first of these annual meetings shall be held beginning in April, 2000.
Section 2.
Substitute Annual Meeting — If the annual meeting for members shall not be held on the day designated by these bylaws, or any adjournment thereof, then a substitute annual meeting may be called in accordance with Section 3 of this Article and the meeting so called may be designated as the annual meeting.
Section 3.
Special Meetings — Special meetings of the members may be called by the President or a majority of the Board of Directors.
Section 4.
Place of Meeting — The Board of Directors may designate any place in North Carolina as the place of meeting for any annual meeting of members called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Association in the State of North Carolina.
Section 5.
Notice of Meeting — Written or printed notice stating the time and place of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting, to each member of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the record of members of the Association, with postage thereon prepaid. In addition to the foregoing, notice of a substitute annual meeting shall state that the annual meeting was not held on the day designated by these bylaws and that such substitute annual meeting is being held in lieu or and is designated as such annual meeting.
When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. When a meeting is adjourned for less than thirty (30) days in any one adjournment, no notice need be given of the time and place of the adjourned meeting other than by announcement at the meeting at which the adjournment is taken.
Section 6.
Voting Lists — The Secretary shall make, at least ten (10) days before each meeting of members, a complete list of the members entitled to vote at such meeting, or any adjournment thereof. The list shall be arranged in alphabetical order, with the address of each member and shall be kept on file for a period of ten (10) days prior to such meeting, at the registered office of the Association and shall be subject to inspection by any member at any time during usual business hours. Such list shall also be produced and kept open at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting.
Section 7.
Quorum — The lesser of ten percent of each class of members of the Association entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of members.
In the absence of a quorum at the opening of any meeting of members, such meeting may be adjourned from time to time by a vote of the majority of the members voting on the motion to adjourn; and at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting. If the required quorum is not present, another meeting may be called, subject to the notice requirements contained in Section 5, and the required quorum at the subsequent meeting shall be the same as in the prior meeting at which no quorum was present. If the required quorum is not present at the second called meeting, another meeting may be called, subject to the notice requirements set forth in Section 5, and the required quorum at the subsequent meeting shall be the same as in the prior meeting at which no quorum was present.
To the extent that the Declaration requires that a favorable vote of members shall be greater than a simple majority of the required quorum at a meeting in order for such vote to be action of the Association, then the Declaration shall control.
Section 8.
Proxies — A member may vote either in person or by one or more agents authorized by a written proxy executed by the member or by his duly authorized attorney-in-fact.
A proxy is not valid after the expiration of eleven months from the date of its execution, unless the person executing it specified therein the length of time for which it is to continue in force, or limits its use to continue in force, or limits its use to a particular meeting, but no proxy shall be valid after ten years from the date of execution.
Section 9.
Voting of Members — Each member of the Association shall be entitled to the voting rights set forth in Article III of the Declaration.
Section 10.
Votes Registered — The vote of a majority of the members voting at a meeting of members, duly held at which a quorum us present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting except as otherwise provided by law, by these bylaws or by the Declaration.
ARTICLE IV
BOARD OF DIRECTORS
Section 1.
Number of Members and Manner of Selection — The business and affairs of the Association shall be managed by its Board of Directors. The Directors named in the Articles of Incorporation shall manage the affairs of the Association until the earlier of such time as the Class II member designates a full Board of the first Annual Meeting of Members when the full board shall be elected. The full Board shall consist of five (5) members who shall serve until such time as their successors are duly elected and agree to serve. So long as the Declarant, or its successors or assigns, is the Class II member, it shall select the Board, provided it must select two (2) of the members from the Lot Owners other than the Declarant. Directors shall be elected at the first annual meeting of the members and at each subsequent annual meeting or adjourned meeting or members (except as herein otherwise provided) for the filling of vacancies, and each director shall hold office until his death, resignation, retirement, removal, disqualification, or his successor shall have been elected and qualified. Directors shall be elected by a plurality of the votes cast at each election for directors.
Section 2.
Powers — Without limiting the other powers of the Board of Directors, it shall have the power to establish when the dues and other assessments payable by members shall be paid, to increase or decrease the amount of such payments in accordance with the Declaration, including the right to establish late charges and interest thereon for late payment. The initial late charge imposed for late payment of any assessment is $25.00 and shall be charged as to any assessment that is not paid within 30 days of its due date. The initial interest rate for late payment is 18% per year (1.5% per month) which shall commence to accrue on any assessment or other account balance that is not paid within 30 days of the date due. The initial date upon which liens may be filed for failure to make payment of assessments and other charges is 30 days after the due date. The Board of Directors may changeS the initial late charge, interest rate, due dates and lien assessment dates by majority vote.
Section 3.
Vacancies — Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum of by the sole remaining director.
Any vacancy created by an increase in the authorized number of directors shall be filled only by election at an annual meeting of members or at a special meeting of members called for that purpose.
Any director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
At a special meeting of members, the members may elect a director to fill any vacancy not filled by the directors.
Section 4.
Removal — Any director may be removed at any time with or without cause by a vote of a majority of the members entitled to vote at an election of directors.
Section 5.
Chairman of the Board — There may be a Chairman of the Board of Directors elected by the directors from their number at the annual meeting of the board of Directors. The Chairman shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.
ARTICLE V
MEETINGS OF DIRECTORS
Section 1.
Organization Meeting — After the filing of the Articles of Incorporation, an organization meeting of the Board of Directors, named in the Articles of Incorporation shall be held, either within or without the State of North Carolina, at a call of majority of the directors, for the purpose of adopting bylaws, electing officers and the transaction of such other business as may come before the meeting. The directors calling the meeting shall give at least three (3) day’s notice thereof by mail to each director so named, w which notice shall state the time and place of the meeting, unless notice is waived as herein provided.
Section 2.
Regular Meetings — A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of members, The Board of Directors may provide, by resolution, the time and place within the State of North Carolina for the holding of additional regular meetings without other notice than such resolution.
Section 3.
Special Meetings — Special meetings of the Board of Directors may be called by the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place within the State of North Carolina as the place for holding any special meeting of the Board of Directors called by them.
Section 4.
Notice — Notice of special meetings of the Board of Directors shall be given to each director not less than 920 days before the date of the meeting and by any usual means of communication. Neither the business to be transacted at, nor the purposes of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver or notice of such meeting.
Section 5.
Waiver by Attendance — Attendance of a director at a meeting of the Board of Directors shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 6.
Quorum: Manner of Acting — Except as otherwise provided in these bylaws, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The presence of a simple majority of the Directors shall constitute a quorum.
Section 7.
Presumption of Assent A director of the Association who is present at a meeting of the Board of Directors at which action on any matter is taken shall be presumed to have assented to the action taken unless his contrary vote is recorded or his dissent is otherwise entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the meeting is adjourned or unless he shall forward such dissent by registered mail to the Secretary immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
ARTICLE VI
OFFICERS
Section 1.
Officers of the Association — The officers of the corporation shall consist of a President, a Secretary, Treasurer and such Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and other officers as the Board of Directors may from time to time elect. The same person may at the same time hold any two of the above-named offices except the offices of President and Secretary or President and Assistant Secretary.
Section 2.
Election and Term — The Officers of the Association shall be elected by the Board of Directors and each officer shall hold office until his death, resignation, retirement, removal, disqualification, or his successor shall have been elected and qualified.
Section 3.
Compensation of Officers — The compensation, if any, of all officers of the Association, shall be fixed by the board of Directors and no officers shall be paid by the Association unless such compensation be authorized by the Board of Directors. Notwithstanding the foregoing, no employee of the Declarant shall be compensated as an officer of the Association.
Section 4.
Removal of Officers and Agents — Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 5.
Bonds — The Board of Directors may by resolution require any officer, agent or employee of the corporation to give bond to the Association with sufficient sureties, conditioned on the faithful performance of the duties of his respective office or position, and to comply with such other conditions as may from time to time be required by the Board of Directors.
Section 6.
President — The President shall be the principal executive officer of the Association and, subject to the control of the board of Directors, shall in general supervise and control all of the business and affairs of the Association. He shall, when present, preside at all meetings of the shareholders. He shall sign, with the secretary, Assistant Secretary or any other proper officer of the Association thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer of agent of the Association, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board from time to time.
Section 7.
Vice Presidents — In the absence of the President or in the event of his death, inability or refusal to act, the Vice Presidents in the order of their length of service as Vice Presidents, unless otherwise determined by the Board of Directors, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may perform such other duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform also such other duties as from time to time may be assigned to him by the president or Board of Directors.
Section 8.
Secretary — The Secretary shall: (a) keep the minutes of the meetings of members of the Board of Directors and of all Executive Committees in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the Association records and of the seal of the Association and see that the seal of the Association is affixed to all documents the execution of which on behalf of the Association under its seal is duly authorized; (d) keep a register containing the name and the post office address of each member which shall be furnished to the Secretary by such member; and (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 9.
Assistant Secretaries — In the absence of the Secretary or in the event of his death, in ability or refusal to act, the Assistant Secretaries in the order of their length of service as Assistant Secretary, unless otherwise determined by the Board of Directors, shall perform the duties of the secretary, and when so acting shall have all the powers of and be subject to all the restrictions upon the Secretary. They shall perform such other duties as may be assigned to them by the Secretary, by the President or by the Board of Directors.
Section 10.
Treasurer — The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for monies due and payable to the Association from any source whatsoever, and deposit all such monies in the name of the Association in such depositories as shall be selected in accordance with the provisions of these bylaws; and (b) in general perform all of the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
The Treasurer shall prepare, or cause to be prepared, a true statement of the corporation’s assets and liabilities as of the close of each fiscal year, all in reasonable detail which statement shall be made and filed at the Association’s registered office or principal place of business in the State of North Carolina within four (4) months after the end of such fiscal year and thereafter kept available for a period of at least ten years.
Section 11.
Assistant Treasurers — In the absence of the Treasurer or in the event of his death, inability or refusal to act, the Assistant Treasurers in the order of their length of service as Assistant Treasurer, unless otherwise determined by the Board of Directors, shall perform the duties of the Treasurer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Treasurer. They shall perform such other duties as may be assigned to them ty the Treasurer, by the president, or by the Board of Directors.
ARTICLE VII
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1.
Contracts — The Board of Directors nay authorize any officer of officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances.
Section 2.
Loans — No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of directors. Such authority may be general or confined to specific instances.
Section 3.
Checks and Drafts — All checks, drafts or other orders for the payment of money, issued in the name of the Association shall be signed by such officer or officers, agent, or agents of the Association in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4.
Deposits — All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such depositories as the Board of Directors may select.
ARTICLE VIII
GENERAL PROVISIONS
Section 1.
Seal — The corporate seal of the Association shall consist of two concentric circles between which is the name of the Association and in the center of which is inscribed “SEAL”; and such seal, as impressed on the margin hereof, is hereby adopted as the corporate seal of the Association.
Section 2.
Fiscal Year — Unless otherwise fixed by the Board of directors, the fiscal year of the corporation shall begin on the first day of January and end on the 31st day of December in each year.
Section 3.
Amendments — Except as otherwise provided in this section, these bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of the directors then holding office at any regular or special meeting of the Board of Directors.
The Board of Directors shall have no power to adopt a bylaw: (1) requiring more than a majority of members for a quorum at a meeting of members or more than a majority of the votes cast to constitute action by the members, except where higher percentages might be required by law or the Declaration; (2) classifying and staggering the election of directors; (3) providing for the management of the Association otherwise than by the Board of Directors. No bylaw adopted or amended by the members shall be altered or repealed by the Board of Directors.
Section 4.
Conflict Between Provisions of Articles of Incorporation and Declaration — In case of conflict between a provision in these bylaws and a provision in the Articles of Incorporation of the Association of the Declaration, the provision of the Articles of Incorporation or Declaration shall govern.
Section 5.
Provisions Respecting Distribution of Net Earning and Respecting Distribution of Assets on Dissolution — No part of the net earnings of the corporation shall inure to the benefit of any officer, director or member of the corporation; and upon dissolution of the corporation, the assets thereof shall, after all of its liabilities and obligations have been discharged or adequate provision made therefor, be distributed to any association or associations organized for purposes similar to those set forth in Article 3 of the Articles of Incorporation.
CERTIFICATION OF SECRETARY
I hereby certify that the foregoing is a true and accurate copy of the BYLAWS adopted by the Board of Directors of River Bend of Lake Hickory Owners Association, Inc. and contains all amendments there to through the date of this certification.
Alfred R. Cooke, Secretary
January 15, 1999 – Date of Certification