BYLAWS FOR HARBOUR BREEZEESTATESII, HOMEOWNERS ASSOCIATION, INC. Established, July 10, Amended, March 4, 2014.

Transcription

1 BYLAWS FOR HARBOUR BREEZEESTATESII, HOMEOWNERS ASSOCIATION, INC. Established, July 10, 2007 Amended, March 4, 2014 Table of Contents 1- Name 2 - Purpose 3 - Boundaries 4 - Membership in 5 - Board of Directors and Officers 6 - Nomination and Election of the Board of Directors and Officers 7 - Duties and Powers of the Board of Directors and Officers 8 - Special Appointments and Committees 9 - Duties of Special Appointments and Committees 10 - Meetings of the Board of Directors and Membership 11- Voting and Proxies 12 - Books and Records 13 - Annual and Special Assessments and Fees 14 - Insurance and Indemnification 15 - Corporate Seal 16 - Amendments 17- Rules of Order 18 - Definitions 1 Name The name of this organization shall be Harbour Breeze Estates II (HBES2) Homeowners (HOA), herein known in this document as the HBES2 HOA. The address shall be located at 6003 Mainsail Lane, Suffolk, VA Purpose 1. The HOA is incorporated as a Homeowners and existing under the laws of the Commonwealth of Virginia. The HOA shall be charged with the duties and vested with the powers prescribed by law and set forth in the Governing Documents; provided, however, that no such Governing Documents, other than the Declaration, shall for any reason be amended or otherwise interpreted so as to be inconsistent with these bylaws. 2. HBES2 HOA shall coordinate matters affecting the growth, development and all other factors affecting the livability of the area within the boundaries of the Harbour Breeze Estates, Phase Two Subdivision. Page 1 of 11

2 3 Boundaries The Harbour Breeze Estates II HOA (HBES2) shall serve the homeowners that reside in Lots on plat entitled SUBDIVISION OF HARBOUR BREEZEESTATES,PHASE TWO, and recorded as Instrument Number in the Clerk's Office of the Circuit Court of the City of Suffolk, Virginia. Common Areas Parcel E- 63 Acre Passive Open Space Parcel F- Park Parcel G - Mainsail Loop Parcel H - Porthole Place and Mainsail Lane Membership 4 in 1. Every Owner of a fee interest in any Lot that is subject to the Declaration shall be deemed to have a membership in the HOA and membership in the HOA shall consist exclusively of such owners. The foregoing is not intended to include persons who hold an interest merely as security for the performance of an obligation, and the giving of a security interest shall not terminate the Owner's membership. No Owner, whether one or more persons, shall have more than one (1) vote per Lot. Owners shall be appointed to and.rnav not be separated from ownership of any Lot. The rights and privileges of membership, including the right to vote and to hold office, may be exercised by an Owner or the Owner's spouse, but in no event shall be more than one (1) vote be cast nor office held for each Lot owned. 2. All members of the Harbour Breeze Estates II HOA, who have paid their assessments (annual, special and individual) will be considered members in good standing and may vote on HOA business. 5 Board of Directors and Officers 1. The business and affairs ofthe HBES2 HOA shall be managed by its Board of Directors. 2. Description of Board of Directors. The affairs of this shall be managed by a Board of Directors of three (3), five (5) or seven (7) directors. The number of directors (within the numerical limits stated above) shall be fixed, from time to time, by a vote of the Membership. Directors must hold membership in the association. 3. Directors are elected to serve for 3 years; however during the initial establishment of the Board of Directors staggered replacements shall be made. To mean that at least one vacancy of the Board must be filled at each Annual Meeting. 4. Compensation. No director shall receive compensation for any service rendered to the Board of Directors other than in a professional capacity such as attorney, certified public accountant, architect and the like. Any director may be reimbursed for his actual out-of-pocket expense incurred in the performance of his duties. 6 Nomination and Election of the Board of Directors and Officers Nomination for election to the Board of Directors shall be made by the membership at the Annual Meeting Page20fll

3 of the Owners. All nominees must be in Good Standing with the HOA. 1. Election. Director(s) shall be elected at the Annual Meeting of the by the majority of voting members in good standing. The Homeowners shall elect at least one member of the Board of Directors every year. Election is to be by secret ballot. 2. Board of Directors Vacancies. Should a vacancy occur in the term of any Director, the Board may fill the vacancy by affirmative vote of a majority of the remaining directors. Any director selected to fill a vacancy shall serve as such until the next Annual Meeting. The elected director will only fulfill the remainder of the vacating director's term. 3. Removal of a Board of Director and/or Officer. Officers and Directors can be removed from office by a majority vote of the entire Board of Directors. Any removal must be for cause (non-attendance of Board meetings, non-payment of assessments, unethical or illegal actions). 4. Resignation. Any officer or director may resign at any time by giving notice to the Board. 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. Resignation from an office does not require vacating the Board, except in the case of a threeperson Board. 5. Recall. Any director may be removed from the Board, with or without cause, by petition of at least 36 Owners. 7 Duties and Powers of the Board of Directors and Officers 1. The Officers of this Board of Directors: Officers shall at all times be a member of the Board of Directors, which will consist of a President, one or more Vice-President(s}, a Secretary, a Treasurer, and such other officers as the Board may from time to time by resolution create. These Office(s} shall be filled by the Board of Directors. This shall be done by mutual agreement or by secret ballot at the first meeting of the Board of Directors following the Annual Meeting. 2. President. The President shall preside at all meetings of the Board of Directors and of the Owners; shall see that orders and resolutions of the Board of Directors are carried out. 3. 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. 4. Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Owners; keep the corporate seal of the Board of Directors and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the Owners; keep appropriate current records showing the members of the Board of Directors together with their addresses; and shall perform such other duties as required by the Board. Secretary will hold and secure all Proxies. 5. Treasurer. The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Board of Directors and shall disburse such funds as directed by resolution of the Board of Directors; shall Page 3 of 11

4 co-sign all checks and promissory notes of the Board of Directors; keep proper books of account; cause an annual review (and where specifically requested by the Board of Directors an audit) of the Board of Directors' books to be made by a public accountant at the completion of each fiscal year; maintain records of all Assessments due and paid; and shall prepare an annual budget and a statement of income and expenditures to be presented to the Owners at its regular Annual Meeting. 6. Multiple Offices. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created. 7. legal Documents. Leases, mortgages, deeds, checks, promissory notes and contracts shall be cosigned by at least two officers of the Board of Directors. 8. Keep a complete record of all its acts and corporate affairs and to present a written summary at the Annual Meeting of the Owners or at any special meeting when such statement is requested in writing. 9. Supervise all officers, agents and employees of the Board of Directors, and to see that their duties are properly performed; as more fully provided in the Declaration. 10. Issue, or to cause an appropriate officer to issue, upon demand by any Owner, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certification shall be conclusive evidence of such payment. 11. Prepare, or cause to be prepared, the annual Federal and State corporate income tax returns, which shall be filed in a timely manner. 12. Prepare, or cause to be prepared, on an annual basis, for each forthcoming fiscal year, a complete, itemized and detailed operating budget for each fiscal year, prepared in accordance with generally accepted accounting principles and practices, which budget shall: a. be submitted for approval and adoption by resolution of the Board prior to each Annual Meeting ofthe Owners, and b. be presented to the Owners at such Annual Meeting, for adoption and approval by a majority of a quorum of the Owners present in person or by proxy at such meeting. 13. Declare the office of a member of the Board of Directors to be vacant in the event of death or if such Director shall be absent from two (2) consecutive regular meetings of the Board of Directors. 14. Employ a manager, accountant, lawyer or other independent contractor, or such other employee as they deem necessary, and to prescribe their duties and fix their compensation. 15. Establish rules, regulations, standards and guidelines. Establish and make available to the membership guidelines for maintaining lots in accordance with the standards set forth in HBES2 governing documents. 16. Establish violation (individual) assessments. Establish a fine schedule, in accordance with the Declarations and these, for violations on any lots within HBES2. Said fine schedule shall be made available to all lot owners. Page 4 of11

5 17. Procure and maintain adequate liability, hazard or other insurance for the protection of the 18. Cause all officers or employees having fiscal responsibilities to be bonded as it may deem appropriate. 19. Exercise for the all powers, duties and authority vested in or delegated to this and not reserved to the members by other provisions of these, the s of Incorporation, or the Declaration. (from VII.1.b) 8 Special Appointments and Committees 1. Establishment. The Board may establish Committees and Special Offices as required, each of which shall exist for such a period, have such authority, and perform such duties as the Board may, from time to time, determine. 2. Selection. The Board of Directors may select or appoint members to committees from volunteers who are members of the. 3,. Resignation. Any committee member or special appointee may resign at any time by giving notice to the Board. 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. 4. Removal. Any committee member may only be removed from the committee by a majority vote of the Board for cause Term. The Board will establish the length term of the Committee members and special appointees. Standing committee membership shall be reviewed annually by the Board. 9 Duties of Special Appointments and Committees 1. Architectural Committee (ARC). Advise the Board of Directors on all matters pertaining to architectural control of structures erected, or to be erected, upon the Property. 2. Other Committees. The Board of Directors can establish committees for any purpose deemed important to the community. 3. Feedback/Complaints from Homeowners. It shall be the duty of each committee to receive complaints from Owners on any matter involving functions, duties and activities within its field of responsibility. It shall address said complaints, as it deems appropriate or refer them to other committee members or board directors. 4. Committee Decisions and Waivers: All decisions made by committees must adhere to the governing documents. Committee decisions that violate governing documents may be overridden by the Board of Directors. Waivers to any governing policy can only be made 'by the Board of Directors or by majority community vote to commensurate with the policy being waived. Waivers will be effective for the current Page 5 of 11

6 lot owner(s) only and are not transferrable. Waivers are also only applicable to the single instance described. 10 Meetings of Board of Directors and Membership 1. Notice of HBES2 Homeowner Annual Meeting. Written notice of each meeting of the Owners shall be given by or at the direction of the Secretary or person authorized to call the meeting either personally, by posting in a location visible to all members of the community, or by mailing a copy of such notice, postage prepaid, not less than 10, nor more than 50, days before the date of such meeting to each Owner entitled to vote, addressed to the Owner at his or her address last appearing on the books of the Board of Directors or supplied by such Owner to the Board of Directors for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and in the case of a special meeting, the purpose of the meeting. 2. Annual Meeting. The HBES2 Homeowners Annual will hold an Annual Meeting during the month of October at a time and location determined by the Board of Directors. The purpose shall be to receive reports from the Board of Directors and special committees; for establishing programs and budgets in the furtherance of the objectives of the HBES2 ; and for any other business that may arise.. / The amount of annual dues will be voted on at that meeting by the membership if it varies from the amount authorized by the Declaration. The election of Board of Directors shall take place at each Annual Meeting. Notice of the Annual Meeting shall be by mailing a copy of such notice, postage prepaid, not less than 10, nor more than 50, days before the date of such meeting to each Owner entitled to vote, addressed to the Owner at his or her address last appearing on the books of the Board of Directors or supplied by such Owner to the Board of Directors for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and in the case of a special meeting, the purpose of the meeting. 3. Quorum for Annual and Special Meeting of the HBES2. Ten (10) Owners are required to establish a quorum to hold an annual and special meeting. 4. Special Meetings of the. Special meetings of the Owners may be called at any time by the President or by the Board of Directors, or upon written request of at least 18 Owners. 5. Regular Board of Directors Meetings. Regular meetings of the Board of Directors shall be held, at least quarterly. The date, time and place shall be established by the Board. The Board shall provide such notices to the members of the Board of Directors as it deems necessary to comply with Section of the Code of Virginia. 6. Special meetings of the Board of Directors. Meetings shall be held when called by the President of the Board of Directors, or by any two (2) directors, after not less than three (3) days' notice to each director. 7. Quorum for a Regular Board of Directors Meetings. A majority of the directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. 8. Action Taken Without a Board of Directors Meeting. By obtaining the written approval of all the directors, the directors shall have the right to take any action in the absence of a meeting that they could take at a meeting. Written approval may be via electronic means. Any action so approved shall have the same effect as though taken at a meeting of the directors and shall be restated at the next Board meeting. Page60fll

7 Voting 11 and Proxies 1. Voting Owners shall be entitled to one (1) vote for each Lot owned. When more than one (1) Owner holds an ownership interest in any Lot, the Owners must determine for themselves how their votes will be exercised. The Secretary must be advised of this decision prior to any meeting. In the absence of such advice, the Owner's vote shall be suspended in the event more than one (1) Owner seeks to exercise it. 2. Proxies. At all meetings of Owners, each Owner 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 Owner of the Lot. 3. Quorum Owners Votes a. Quorum to hold a meeting: Ten (10) Owners b. Quorum to change non-assessment HBES2 HOA : Eighteen (18) Owners <, c. Quorum to change HBES2 HOA Annual Assessment /Declaration of Incorporation Change: Thirty-six (36) Owners d. Quorum to change Annual Assessment/Levy Special Assessments: Thirty-six (36) Owners 4. Voting List. The secretary having charge of the books of the HBES2 HOA shall make a complete list of Owners entitled to vote at each meeting of the Owners. The voting list shall be produced and kept at the time of the meeting for the purposes thereof. 5. Majority Vote Rules: All business is transacted using a voting system called Majority Vote, which means the winning candidate or resolution received at least one more vote than the next candidate or resolution on the ballot. If the quorum has been met at any meeting, to pass or change a Bylaw or Declaration Restriction, a majority vote shall constitute a change in the official documents. 12 Books and Records The books, records and papers of the Board of Directors shall be subject to inspection by any Owner. The Declaration and the of the Board of Directors shall be available for inspection by any Owner with reasonable notice to the board. Said records shall be made available to the requesting Owner within two (2) weeks of said request. Copies may be purchased at reasonable cost. 13 Annual and Special Assessments and Fees 1. Fiscal year of the HBES2 HOA shall be January 1 to December 31 of each year. 2. Annual Assessments. Dues will be assessed on each lot on an annual basis. The amount of such assessment shall be determined by the Board of Directors at the time the Board approves the annual budget for the upcoming year in accordance with these. This assessment, together with such interest thereon and costs of collection thereof, as hereinafter provided, shall be a continuing lien and Page 70fll

8 charge upon each assessed Lot. Sale or transfer of any such Lot shall not affect the validity of the assessment lien. Each such assessment, together with such interest, costs and reasonable attorney's fees shall also be the personal obligation of the Owner of such Lot at the time of the assessment. The personal obligation for delinquent assessments shall not pass to his successors in title unless expressly assumed by them. 3. Special Assessments. May be levied by the Board of Directors for the purpose of indemnifying any officer, director or employee thereof in connection with any legal action against such officer, director or employee arising out of the good faith actions of such parties in their official capacities. Such special assessments may be levied upon the affirmative vote, in the aggregate, of 60% of those votes entitled to be cast at a regular meeting of the Owners, pursuant to the procedures set forth in the of the Board of Directors. 4. Uniform Rate of Assessment. Annual and special assessments must be fixed at a uniform rate for all Lots and may be collected as often as monthly. 5. Non-payment of Assessments. The Board shall issue a lien against any property that has not paid their assessments by November 1st of the year it is due. Such liens must be filed prior to December 31st. The Board shall provide at least 2 late notices prior to issuing a lien against any property. The lien of the assessments provided for herein shall be subordinate to the lien of any mortgage or deed of trust. Sale or transfer of any Lot shall not affect the assessment lien. Foreclosure of any such mortgage or deed of trust shall extinguish such lien for assessments due prior to such foreclosures (and such lien shall attach to any excess proceeds for the foreclosure) but no such foreclosure shall relieve such Lot from liability for any assessment thereafter becoming due or from the lien thereof. In the event of default in the payment of any assessment when due, and in addition to any other remedies herein or by law provided, the may enforce each such obligation in any manner provided by law or in equity, including without limitation, either or both of the following procedures: a. Enforcement by Suit. The Board may cause a suit at law to be commenced and maintained in the name of the against any Owner and/or Member to enforce each such assessment obligation. Any judgment rendered in any such action shall include the amount of the delinquency, together with late fees, filing fees, interest thereon at the rate established and posted by the Board from the date of delinquency, and costs of collection, including actual attorney's fees incurred. b. Enforcement of Lien. The Declaration creates a lien, with power of sale, on each and every Lot within the Property, to secure payment to the of any and all assessments and other sums levied against any and all Owners together with late payment fees, interest thereon at the rate herein above provided from the date of delinquency, and all costs of collection which may be paid or incurred by the in connection therewith, including actual attorney's fees incurred. If such assessment is not paid when due, the may elect to record a memorandum of lien on behalf of the against the Lot of which such assessment is delinquent, said memorandum of lien to be recorded in the Clerk's Office of the Circuit Court of the City of Suffolk, Virginia. Such a memorandum of lien shall be executed and acknowledged by any officer of the, and shall contain the following information: 1) The name of the Owner at the time of the recording; 2) A brief legal description and the street address of such Lot; Page 8 of 11

9 3) The total amount claimed to be due on the lien for the amount of the delinquency, late payment fees, interest thereon, costs of collection and attorney's fees; 4) A statement that the memorandum of lien is filed by the pursuant to the Declaration; 5) A statement that a lien is claimed against said Lot in the amount equal to the amount therein stated. c. Any such lien may be foreclosed by appropriate action in court or in the manner provided by law for the judicial foreclosure of a judgment lien, mortgage or deed of trust as set forth by the laws of the Commonwealth of Virginia, as the same may be modified or amended. The lien provided for in the Declaration shall be in favor of the and shall be for the benefit of all Members. 6. The shall have the power to bid any foreclosure sale and to purchase, acquire, hold, lease, mortgage and convey any such Lot. In the event such foreclosure is by action in court, actual attorney's fees incurred, court costs, title search fees, interest and all other costs and expenses shall be allowed. Each Owner, by becoming an Owner of any Lot expressly consents, and waives any objection to the notice, '" enforcement and foreclosure of this lien in the manner above provided. Indemnification 14 and Insurance 1. Indemnity. The may indemnify each director and officer, whether or not then in office, against expense (including attorney's fees), judgments and amounts paid in settlement actually and reasonably incurred by him or her in connection with actions, suits or proceedings arising from his or her relationship with the if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the interest ofthe. 2. The may indemnify or agree to indemnify any person who is serving of has served as an employee of the against expenses (including attorney's fees), judgments and amounts paid in settlement actually and reasonably incurred by him or her in connection with actions, suits or proceedings arising from his or her relationship with the, provided that a majority of the Board of Directors, acting at a meeting at which a quorum consisting of Directors, acting at a meeting at which a quorum consisting of Directors who are not parties, to or threatened with, any such action, suit or proceedings, is present, determine that such employee: a. Was not and has not been adjudicated to have been guilty of misconduct in the performance of his or her duty to the ; b. Acted in good faith in what he or she believed to be in, and not opposed to, the best interests of the ; and c. In any matter the subject of a suit or proceeding, had not reasonable cause to believe that his or her conduct was unlawful. Page 9 of 11

10 3. Determination. Any director, who is a party to or threatened with any such action, suit or proceeding, shall not be qualified to vote on the determination referred to in Section 1 of this. If a quorum of directors, who are not disqualified from voting by reason of being parties to or threatened with such action, suit or proceeding, cannot be obtained, such determination shall be made in a written opinion by an independent legal counsel selected by majority of the disinterested directors, or, in the absence of such a majority, or of disinterested directors, then selected by a majority of the Members of the at a special meeting duly called for such purpose. Indemnification shall not be deemed exclusive or any of the rights to which such director officer or employee may be entitled under these, the s of Incorporation or other agreements. 4. Insurance. The Board of Directors of the may secure and maintain, at the expense of the, and if available, such policies of insurance as it may consider appropriate to insure any person who is serving or has served as a director, officer or employee of the, against liability and expenses arising out of his or her status as such. 15 Corporate Seal The may have -a seal in circular form having within its circumference the words: HARBOUR BREEZEESTATESII, HOA, INC. 16 Amendments Amendments to the bylaws may be made by a greater than 2/3 vote of the Board of Directors. Drafts of any amendments must be made public to the membership no less than 20 days prior to the meeting at which the Board will vote upon its adoption. Membership will be given opportunity at the meeting to express any ideas or concerns prior to voting. If the membership desires to overrule or modify any amendment, a special meeting may be called in accordance with the governing documents. A 2/3 majority of the quorum at the special meeting is required to overrule or modify any amendment. 17 Rules of Order The business of the HOA shall be guided by rules of order as determined by the Board of Directors. 18 Definitions 1. Board of Directors: shall mean and refer to the appointed members ofthe Harbour Breeze Estates, II HOA. 2. Declaration: shall refer to the Declaration of Conditions, Covenants and Restrictions that were recorded in the Clerk's Office of the Circuit Court of the Suffolk, Virginia. This document supersedes all other documents created by the HOA. 3. Lot: shall mean and refer to that portion of the Property which is designated on any subdivision plat of the Property as numbered or lettered building site of land upon which a detached single family dwelling is constructed, but shall not include any lot otherwise designated. Harbour Breeze Estates 11Homeowners Page 10 ofll

11 4. Owner I Member: shall mean and refer to the record owner, whether one or more persons or entitles, of fee simple title to any Lot which is a part of the Property, including contract sellers, but excluding those persons or entities having such interest merely as security for the performance of an obligation. All Owners are members of the HOA. 5. Property: shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions, Restrictions and Easements. 6. Non-assessment bylaws: shall mean and refer to any bylaws that do not relate to assessments. 7. : shall mean and refer to HARBOUR BREEZE ESTATES II HOMEOWNERS ASSOCIATION, INC., a non-stock Virginia corporation, its successors and assigns. Certification These bylaws fo~ the have been amended on the 4th day of March, 2014, passing by a unanimous vote of the HOA Board of Directors, a record of said vote will be maintained in the board meeting minutes by the Secretary of the Harbour Breeze Estates II Homeowners. Voting in the affirmative to accept the bylaws as amended: ~.~ Joseph SChiP7,r President '---- ~ Vice President ~.~M~ Maria Falle~ Treasurer / Secretary Harbour Breeze Estates 11Homeowners Page 11 of 11