(Amended and Restated 5/18/17)
ARTICLE I
The name of the corporation is BRANDYWINE BAY ASSOCIATION, INC., hereinafter referred to as the "Association". The principal office of the corporation shall be located at 2008 East Fort Macon Road, Atlantic Beach, North Carolina, or at such other location in Carteret County, North Carolina as may be established from time to time by the Board of Directors, but meetings of members and directors may be held at such places within the State of North Carolina as may, from time to time, be designated by the Board of Directors.
ARTICLE Il
MEETING OF MEMBERS
Section 1. Annual Meetinas. Annual meetings of the members of the Association shall be held on the second Saturday in April of each year, if not a legal holiday, and if a legal holiday, then on the next succeeding Saturday.
Section 2. Special Meeting. Special meetings of the members may be called at any time by the President, or by the Board of Directors, or upon written request of onetenth (1/10) of the members entitled to vote.
Section 3. Substitute Annual Meeting. If the annual meeting shall not be held on the day designated by these Bylaws, a substitute annual meeting may be called in accordance with the provisions of Section 2 of this Article. A meeting so called shall be designated and treated for all purposes as the annual meeting.
Section 4. Notice of Meetings. Not less than ten (10) or more than sixty (60) days before the date fixed for meeting of the members of the Association, written notice stating the time and place of the annual meeting shall be given by or at the direction of the Secretary of the Association or any other person or persons required or permitted by these Bylaws to give such notice. The Notice shall be given by personal delivery or by the United States Mail to each member of the Association. If mailed, the notice shall be addressed to the members of the Association at their respective addresses as the same appear on the records of the Association. Notice of the time, place and purpose of any meeting of members of the Association may be waived in writing, either before or after the holding of such meeting, by any member of the Association, which writing shall be filed with or entered upon the records of the meeting. The attendance of any member of the Association at any such meeting without protesting, prior to or at the commencement of any meeting, lack of proper notice shall be deemed to be a waiver of notice by such member of such meeting. PROVIDED, HOWEVER, in the case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted thereat, unless it is a matter, other than election of directors, on which the vote of members is expressly required by applicable provisions of North Carolina law. In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called. 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, it is not necessary to give any notice of the adjourned meeting other than by announcement at the meeting in which the adjournment is taken.
Section 5. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-tenth (1/10) of the votes of the membership shall constitute a quorum for any action except as otherwise provided in a Declaration, the Articles of Incorporation, or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or represented, so long as said adjournment is for less than thirty (30) days.
The members at a meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of members will leave less than a quorum. In the absence of a quorum in 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.
Section 6. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his unit. In addition, a proxy is not valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it specifies therein the length of time for which it is to continue in force, or limits it use to a particular meeting, but no proxy shall be valid after ten (10) years from the date of its execution.
Section 7. Voting by Members. Except as othenwise provided herein, voting on all matters shall be by voice vote or by a show of hands unless one-tenth (1/10) of the votes of each class of membership represented at the meeting shall, prior to the voting on any matter, demand a ballot vote on that particular matter.
If only one of multiple owners of a property is present at a meeting of members the owner who is present is entitled to cast all votes allocated to that property. If more than one of multiple owners are present the votes allocated to that property may be cast only in accordance with the agreement of a majority in interest of the multiple owners present.
Section 8. Informal Action by Members. Any action which may be taken at a meeting of the members may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed.
ARTICLE Ill
NOMINATION AD ELECTION OF DIRECTORS
Section 1. Nomination. All nominees shall be members of the Association. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled.
Section 2. Ballots. If the nominations for Director exceed the number of vacancies the voting shall be by secret written ballot. At such election, the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Articles of Incorporation for this Association. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
Section 3. Terms and Eligibility. A full elected term shall be two (2) years, No Director may serve more than three (3) consecutive elected terms. A Director having served three (3) consecutive elected terms shall not be eligible for re-election to the Board for two (2) years after the expiration of the last term. No more than three (3) Board members shall be from the same residential Homeowners' Association.
Section 4. Vacancies. A vacancy on the Board shall occur by reason of the death, resignation, physical or mental incapacity (as determined by the member's primary physician), expiration of term or termination of membership in the Association. The Board, by majority vote may, but need not, fill any such vacancy by appointment. Such appointment shall serve for the remainder of the term of the Director he/she replaces. Any authorized, but unfilled Board position shall not be considered a vacancy.
Section 5. Ex-Officio. If the immediate past President has no remaining year(s) on his or her elected term he or she shall become an ex-officio member of the Board with the privilege of the floor, but without right to vote.
Section 6. Publication. The Association shall publish the names and addresses of all officers and board members within 30 days of their election.
ARTICLE IV
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held quarterly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.
Section 2. Duties. It shall be the duty of the Board of Directors to:
Section 3. Powers. The Board of Directors shall have powers to:
Section 4. Special Meetinas. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons calling a special meeting for the Board of Directors shall, at least two (2) days before the
meeting, give notice thereof by any usual means of communication. Such meeting may be held either within or without the State of North Carolina, as fixed by the person or person calling the meeting.
Section 5. Waiver of Notice. Any Director may waive notice of any meeting. The attendance by a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends the 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. A majority of the Directors fixed by these Bylaws shall constitute a quorum for the transaction of business of any meeting of the Board of Directors.
Section 7. Manner of Acting. Except as otherwise provided in these Bylaws, the act of a majority of the Directors present at a meeting at which a quorum js present shall be the act of the Board of Directors.
Section 8. Presumption of Assent. A Director of the Association who is present at a meeting of the Directors at which action on any corporate 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 of such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
Section 9. Informal Action by Directors. Action taken by a majority of the Directors, without a meeting, is nevertheless Board action if written consent to the action in question is signed by all of the Directors and filed with the minutes of the proceedings of the Board (whether done before or after the action so taken) or if ratified by the Board of Directors at any regular or special meeting.
Section 10. Executive Committee. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these Bylaws, may designate three (3) or more directors to constitute an Executive Committee which shall have and may exercise all the authority of the Board of Directors and the management of the corporation. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or him by law.
Section 11. Other Committees. The Board may appoint such advisory committees as it shall determine to be necessary or advisable. Such committees shall consist of at least one Board member, one member of the Association and may have persons not affiliated with the Association. Such committees shall exist for a term of one year unless sooner terminated by the Board.
Section 12. Reports of Committees. All actions of any committee shall be reported by the President or Committee Chair to the Board at the Board meeting next succeeding such action.
ARTICLE V
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Officers. The officers of this Association shall be a president and a vice president, who shall at all times be members of the Board of Directors, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create, who need not be members of the Board of Directors.
Section 2. Election of Officers. The election of officers will take place at the organizational meeting of the Board of Directors following each annual meeting of the members.
Section 3. Term. The officers of this Association shall be elected annually by the Board of Directors and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise be disqualified to serve.
Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in an office may be filed by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the Officer he replaces.
Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold the office of President and one of the other offices except in the case of special offices created pursuant to Section 4 of this Article. A Vice President may hold the office of Secretary and/or Treasurer.
Section 8. Duties. The duties of the officers are as follows:
PRESIDENT
The President shall preside at all meetings of the Board of Directors, shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.
VICE PRESIDENT
The vice president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
SECRETARY
The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties a required by the Board.
TREASURER
The treasurer, or his/her designee, shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of accounts; cause an annual audit of the Association's books at the completion of each fiscal year by a qualified individual or group, independent of the BBA Board and Property Manager, and shall prepare an annual budget and statement of income and expenditures to be represented to the membership at its regular annual meeting, and deliver a copy of each to the members.
ARTICLE VI
BOOKS AND RECORDS
The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Articles of Incorporation and the Bylaws of the Association shall be available for inspection by any member at the principal office of the Association.
ARTICLE Vil
ASSESSMENTS
As more fully provided in the Articles of Incorporation, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessment which is not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of six percent (6%) per annum and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property and interest, costs and reasonable attorney's fees for any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape a liability for the assessments provided for herein by nonuse of the Common Area or abandonment of his unit or property.
ARTICLE Vill
CORPORATE SEAL
The Association shall have a seal in circular form having within its circumference the words: "The Brandywine Bay Association, Inc., Corporate Seal, North Carolina, 1976".
ARTICLE IX
Except as may otherwise be provided herein, 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 providing for management of the Association otherwise than by the Board of Directors or its Executive Committee.
No Bylaws adopted or amended by the membership at any meeting of the members of the Association shall be altered or repealed by the Board of Directors.
ARTICLE X
FISCAL YEAR
The fiscal year of the Association shall begin on the 1 st day of January and end on the 31 st day of December of every year, except that the first fiscal year shall begin on the date of incorporation.
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