(A Nonprofit Corporation)
ARTICLE I
CORPORATION
Section 1. Name: This Corporation shall be known as Coronado Village Home Owners Association, Inc., hereinafter called the Corporation.
Section 2. Objects: The object for which the Corporation is organized is to maintain and preserve and assert architectural control over that certain tract within the Town of Cary and Wake County, North Carolina, which is more particularly described in the Articles of Incorporation of the Corporation. This tract is referred to in these Bylaws as “the Lake.”
ARTICLE II
OFFICES
Section 1. Principal Office: The principal office address will be located at 225 Hillsborough Street, 200 Hillsborough Place, Post Office Box 2021, Raleigh, North Carolina 27602.
Section 2. Registered Office: The registered office of the Corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.
Section 3. Other Offices: The Corporation may have offices at such other places, within the State of North Carolina, as the Board of Directors may, from time to time determine, or as the affairs of the Corporation may require.
ARTICLE III
MEMBERSHIP IN THE CORPORATION
Section 1. Member Eligibility: Membership in the Corporation shall be entirely voluntary and shall consist of those persons who have paid the membership dues. Each Member shall have one vote in the affairs of the Corporation.
Section 2. Affiliates: There is established a class of Affiliates who are members of the household of a member, or who have otherwise contributed to the Corporation. Affiliates are entitled to all the privileges of membership in the Corporation but shall have no vote.
Section 3. Membership Rolls: The Secretary of the Corporation shall monitor the membership and maintain an up-to-date list of the Members and Associate Members, their addresses, and their places of employment.
Section 4. Annual Dues: The annual dues for Members of the Corporation are set at $200 per year which shall be due and payable in two equal installments of $100 on January 15, and July 15 of each year.
Section 5. Special Assessments: The Board of Directors is empowered to request such special assessments from the Members as it deems necessary to defray expenses directly associated with the acquisition, maintenance, and preservation of the Lake and land which is the object of the Corporation’s existence. The Board of Directors shall have sole discretion in determining the amounts of special assessments requested from members and shall also have discretion to request higher special assessments from those members who live in closest proximity to the Lake and who have no intervening residential lot between their lot and the Lake.
ARTICLE IV
MEETINGS OF THE MEMBERS
Section 1. Regular Meetings of the Members: At least two meetings of the members shall be held each year. One shall be held in May of each year and one shall be held in September of each year. The first meeting shall be held in May of 1989.
Section 2. Special Meetings of the Members: Special meetings of the members may be called by three members of the Board of Directors, or by the signatures of not less than one-fifth of the Corporation on a Petition for Meeting and shall be held within a month of the presentation of the Petition to the Board of Directors at a place within five miles of the tract which is the object for which the Corporation is organized.
Section 3. Notice of Meetings: Notice of the initial meetings before the membership rolls of the Corporation are established may be informal and conveyed by any means and at any time sufficient to give interested persons advance notice of the scheduling of a meeting. Once the membership rolls of the Corporation are established, written notice stating the place, day, hour and agenda of any meeting of the Corporation shall be delivered to each member not less than 72 hours nor more than two weeks before the date of the meeting to the last address for such member which is on record with the Secretary of the Corporation pursuant to Article III, Section 3.
Section 4. Quorum: The Members equivalent to at least one-fifth the number of the total membership shall constitute a quorum at a meeting. If a quorum is not present at any meeting, no action may be taken, and a majority of members present may adjourn the meeting without further notice.
ARTICLE V
DIRECTORS
Section 1. General Powers: The business and affairs of the Corporation shall be managed by the Board of Directors or by such Executive Committee or Committees as the Board may establish pursuant to the Bylaws.
Section 2. Number, Term, and Qualifications: The number of the Directors of the Corporation shall not be less than seven (7). At the first annual meeting of the membership of the Corporation, seven permanent Directors shall be elected to serve the following terms:
4 Directors May 1989 – May 1990
3 Directors May 1989 – May 1991
At each election of Directors subsequent to the initial election recited above, Directors shall be elected for a term of two years.
Section 3. Election of Directors: Directors of the Corporation shall be elected annually at the regular meeting of the members held each May, to fill vacancies on the Board of Directors occurring as a result of the expiration of the terms of Directors. Directors shall be elected from among the membership of the Corporation by a simple majority vote of the members present at the May meeting, so long as a quorum of the members is present.
Section 4. Removal: Directors may be removed from office with cause by a vote of two-thirds of the members of the Board of Directors or by a vote of two-thirds of the Members at a Regular Meeting of the Members at which a quorum exists.
Section 5. Chairman: There may be a Chairman of the Board of Directors elected by the Directors from their number at any meeting of the Board. The Chairman shall preside at all meetings of the Board of Directors and perform such other duties as directed by the Board.
Section 6. Compensation: The Board of Directors may compensate expenses incurred by the Directors for their services as such and may provide for payment of all expenses incurred by the Directors in attending regular or special meetings of the Board.
Section 7. Executive Committee: The Board of Directors may, by resolution adopted by a majority of the number of directors fixed by these Bylaws, designate two (2) or more Directors to constitute an Executive Committee, which to the extent provided in the resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation.
ARTICLE VI
MEETING OF DIRECTORS
Section 1. Regular Meetings: The Board of Directors may provide by resolution, the time and place, either within or without the State of North Carolina, for holding at least two meetings each year. Provided that one such meeting shall be held within two weeks after the annual May meeting at which directors are elected.
Section 2. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors.
Section 3. Notice of Meetings: Regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting of the Board of Directors shall, at least two (2) days before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called. Attendance by a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the specific purpose of objecting to the transaction of any business because the meeting is not lawfully called.
Section 4. Quorum: A majority of the Directors fixed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 5. Manner of Acting: Except as otherwise provided in this Section, 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 vote of a majority of the number of Directors fixed by these Bylaws shall be required to adopt a resolution constituting an Executive Committee. The vote of the majority of the Directors then holding office shall be required to adopt, amend or repeal a Bylaw, or to adopt a resolution dissolving the Corporation.
Section 6. 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 the Directors and filed with the minutes of the proceedings of the Board whether done before or after the action so taken.
ARTICLE VII
OFFICERS
Section 1. Number: The Officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and Vice President.
Section 2. Election and Term: The officers of the Corporation shall be elected by the Board of Directors. Such elections shall be held at the regular meeting of the Board in May of each year. Each officer shall hold office from June 1 until May 31 of the following year.
Section 3. Removal: Any officer of agency appointed by the Board of Directors may be removed by the Board with or without cause; but such removal shall be without prejudice to the contract right, if any, of the persons so removed.
Section 4. Compensation: No Board member shall receive compensation for duties as member of the Board of Directors.
Section 5. President: The President shall be the principal Executive Officer of the Corporation, and subject to the control of the Board of Directors, shall supervise and control the management of the Corporation in accordance with these Bylaws. The President shall sign, with any other instruments which may be lawfully executed on behalf of the Corporation, except where required or permitted by law to be otherwise signed and executed, and except when the signing and execution thereof shall be delegated by the Board of Directors to some other officer or agent, and in general the President shall perform all duties incident to the office of President, and such other duties as may be prescribed by the Board of Directors from time to time. The President may hold the office of Treasurer.
Section 6. Vice President: The Vice President shall in the absence or disability of the President, perform the duties and exercise the powers of that office. In addition, the Vice President shall perform such other duties and have such other powers as the Board of Directors may prescribe. The Vice President may also hold the office of Secretary of the Corporation.
Section 7. Secretary: The Secretary shall keep accurate records of the acts and proceedings of all meetings of Directors. The Secretary shall give all notices required by law and these Bylaws. The Secretary shall have general charge of the corporate books and records and of the corporate seal, and the Secretary shall affix the corporate seal to any lawful executed instruments requiring it. The Secretary shall sign such instruments or other documents as may require the Secretary’s signature, and such other duties as may be assigned to the Secretary from time to time by the President or by the Board of Directors.
Section 8. Treasurer: The Treasurer shall have custody of all funds and securities belonging to the Corporation, and shall receive, deposit or disburse the same, under the direction of the Board of Directors. The treasurer shall keep full and accurate accounts of the finances of the Corporation in books especially provided for that purpose, and the Treasurer shall cause a true statements of the assets and liabilities as of the close of each fiscal year and of the results of its operation and of changes and surplus for each fiscal year, all in reasonable detail, including particulars after convertible securities then outstanding, to be made and filed at the registered or principal office of the Corporation within four (4) months after the end of such fiscal year. The statement so filed shall be kept available for inspection by any Director for a period of ten (10) years and the Treasurer shall mail or otherwise deliver a copy of the latest such statement to any Director upon his written request therefor. The Treasurer shall, in general, perform all duties incident to this office and such other duties as may be assigned to the Treasurer from time to time by the President or Board of Directors.
Section 9. Bonds: The Board of Directors may by resolution require any and all officers, agents and employees of the Corporation to give bond to the Corporation with sufficient sureties condition on the faithful performance of the duties of their respective offices or positions, and to comply with such other condition as may from time to time be required by the Board of Directors.
Section 10. Accountability to the Board of Directors: Each officer is accountable to the Board of Directors for all actions performed in the name of the Corporation. An officer may be removed from office by vote of five (5) members of the Board.
ARTICLE VIII
CONTRACTS, LOANS, AND DEPOSITS
Section 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Loans: No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors, and approved by a majority vote of the members; and such authority may be general or confined to specific instances.
Section 3. Checks and Drafts: The Board of Directors may establish such trust accounts at a bank or at a law firm as it deems necessary for the initial operation of the corporation and persons authorized by such bank or law firm to sign checks on this account shall be authorized to do so when they are acting under authority of a Resolution adopted by a majority of the members of the Corporation. All other checks, drafts, or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and 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 Corporation, not otherwise employed, shall be deposited from time to time to the credit of the Corporation, in such depositories as the Board of Directors may direct.
Section 5. Gifts: The Board of Directors is authorized to accept contributions, gifts, or bequests of any real or personal property on behalf of the Corporation.
ARTICLE IX
GENERAL PROVISIONS
Section 1. Seal: The corporate seal of the Corporation shall consist of two (2) concentric circles between which is the name of the Corporation 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 Corporation.
Section 2. Waiver of Notice: Whenever any notice is required to be given to any Director under the provisions of the North Carolina Nonprofit Corporation Act or under the provisions of the Charter of Bylaws of this Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
Section 3. Fiscal Year: Unless otherwise ordered by the Board of Directors, the fiscal year of the Corporation shall be from January 1 to December 31.
Section 4. Amendments: Except as otherwise provided herein, these Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of a majority of the Members present at a Regular or Special Meeting of the Members at which a quorum is present.
ARTICLE X
ADOPTION OF THE BYLAWS
The foregoing Bylaws were duly adopted by action of the initial Directors of the Corporation at a meeting held on the 6th day of February 1989.