AMENDED BYLAWS OF DEERFIELD PLANTATION OF UNION COUNTY, INC. Accepted November 3 rd, 2007 ARTICLE I: NAME, PURPOSE AND LOCATION The name of the corporation is Deerfield Plantation of Union County, Inc., hereinafter referred to as the Corporation. The purpose of this corporation shall be to enforce the restrictions and covenants of Deerfield Plantation Property Owners, to work for the betterment of both property owners and homeowners, and to enhance the value of said properties. Meetings of members and directors may be held at such place within the State of North Carolina as may be designated by the Board of Directors. It is incorporated as a non-profit corporation under the laws of North Carolina and the Internal Revenue Service of the United States. Unless specifically restricted under these Bylaws or the Amended and Restated Restrictive Covenants of Deerfield Plantation of Union County, the rules and regulations of the North Carolina Non-Profit Corporation Act 55A pertain. No part of the net earnings of the Corporation shall inure to the benefit of its members, directors, officers or other persons except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distributions in furtherance of the exempt purposes of the organization. In the event of dissolution, the residual assets of the organization will be turned over to one or more organizations with similar purpose or to one or more organizations which are exempt as organizations described in 01 (c) (3) of the Internal Revenue code of 1986. ARTICLE II: DEFINITIONS Section 6 Corporation shall mean Deerfield Plantation of Union County, Inc. Properties shall mean that certain real property described in the Amended And Restated Restrictive Covenants of Deerfield Plantation of Union County and such additions thereto as may hereafter be brought within the jurisdiction of the Corporation. Common Property shall mean all existing private roads shared by Property Owners, plus signs and other property as may be purchased for the common use and benefit of the Owners. Lot shall mean any plot of land shown upon any recorded subdivision map of the Properties with the exception of the Common Property. Owner shall mean to the record Owner, whether one or more persons or entities, of the fee simple title to any lot which is a part of the Properties, including contract buyers, but excluding those having such interest merely as security for the performance of obligation. Declaration shall mean the Amended and Restated Restrictive Covenants applicable to the Properties recorded in the Office of the Register of Deeds for Union County, North Carolina. 1
Section 7 Section 8 Member shall mean those persons entitled to membership as provided in the Declaration, including Owners under Contract of Sale. Vote shall mean the entitlement to cast one vote per Lot. ARTICLE III: MEETING OF MEMBERS Annual Meetings. The annual meeting of the members shall be held on the first Saturday of each November at 2:00 PM unless otherwise provided for by the Board of Directors and subject to the notice requirements established herein. Special Meetings. 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 the members who are entitled to vote one-fourth (1/4) of all the votes of the membership. Notice of Meetings. Written notice of each meeting (other than annual meeting or road rebuilding meeting) of the members shall be given by, or at the direction of the Secretary or person authorized to call the meeting, by mailing a copy of such notice, not less than fifteen (15) days before such meeting, to each member entitled to vote thereat, addressed to the member s address last appearing on the books of the Corporation, or supplied by such member for the purpose of notice. With regard to the annual meeting or to a road rebuilding meeting, such notice shall be mailed not less than thirty (30) days before said meetings. 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. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast one-fifth (1/5) of the votes of the membership shall constitute a quorum of any action except as otherwise provided in the by-laws. 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 without notice other than announcement at the meeting, until a quorum as aforesaid shall be represented. Proxies and Absentee Ballots. At all meetings of members, each member may vote in person, by proxy or by absentee ballot. All proxies shall be in writing and filed with the Secretary. All absentee ballots must be received by the Secretary no later than one week prior to the meeting. Each proxy shall extend for eleven months but shall be revocable and shall automatically cease upon conveyance by the member of the lot. ARTICLE IV: BOARD OF DIRECTORS, SELECTION, TERM OF OFFICE Qualifications. Each Director must be a member in good standing of the Corporation. Number. The affairs of the corporation shall be managed by a Board of Directors of seven members to include the four officers of the Corporation (President, Vice-president, Treasurer and Secretary) and three at-large members. Term of office. Each member of the Board of Directors is elected for a two year term, three (3) to be elected in odd numbered years, four (4) in even numbered years. 2
Section 6 Resignation and Removal. Any director may be removed from office, with or without cause, by the Board, or by a majority vote of the membership of the Corporation. Any director may resign at any time by giving written notice to the Board, the president or the secretary. Compensation. No director shall receive compensation for any services he may render to the Corporation. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties. Action taken without a meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all directors. Any action so approved shall have the same effect as though taken at a meeting of the Board. ARTICLE V: NOMINATION AND ELECTION OF DIRECTORS Nomination. 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 will notify members of their nominations by enclosure ballot mailed with the Notice of the Annual Meeting. The Nominating Committee shall consist of a chairman, who shall be a member of the Board of Directors and two (2) or more members of the Corporation. 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. Election. Election to the Board of Directors shall be by secret written ballot. At such election the members or their absentee ballots or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The person receiving the largest number of votes shall be elected. Cumulative voting is not permitted. A floor vote will be taken of the members present at the Annual Meeting in the event of a tie and the nominee receiving the greatest number of votes will be determined the winner. ARTICLE VI: MEETING OF DIRECTORS Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, at such time and place as may be fixed from time to time by resolution of the Board. Special Meetings. Special Meetings of the Board of Directors shall be held when called by the President of the Corporation, or by any two (2) directors, after not less than three (3) days notice to each director. Quorum. A majority of the number of 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 an act of the Board. Membership Attendance. All director s meeting, whether regular or special, are open for attendance by all members. Members who wish to speak may request a place on the agenda by contacting the Board of Directors prior to the meeting. 3
ARTICLE VII: POWERS AND DUTIES OF THE BOARD OF DIRECTORS Powers. The Board of Directors shall have the power to: (a) exercise for the Corporation all powers, duties and authority vested in or delegated to this Corporation and not reserved to the membership by other provisions in these by-laws. (b) declare the office of membership of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors (c) employ an independent contractor or such other employees as they deem necessary and to prescribe their duties; and (d) suspend the voting rights of a member during any period in which such member shall be in default in the payment of any assessment levied by the Corporation (e) such other powers as provided for by law. Duties. It shall be the duty of the Board of Directors to: (a) cause to be kept a record of all its acts and associate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one-fourth (1/4) of the members entitled to vote. (b) supervise all officers, agents and employees of this Corporation, and to see that their duties are properly performed. (c) follow the provision in the Declaration to: (1) calculate the amount of the annual assessment against each lot based on an estimate of work necessary for the full year; (2) send written notice of each assessment to every Owner at least thirty (30) days in advance of the payment due date; said payment due date being the first Saturday in November; (3) call for an explanatory meeting on any special assessment giving at least thirty (30) days written notification followed by a second called meeting, at least thirty (30) days later, whereat a vote will be taken. (d) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate. (e) cause the common property to be maintained. ( f) fix and collect annual dues for expenses incurred in the day-to-day operation of the Corporation (i.e. postage, envelopes, copying costs, etc.). (g) such other duties as provided for by law. 4
ARTICLE VIII: OFFICERS AND THEIR DUTIES Section 6 Enumeration of Officers. The officers of this Corporation shall be President, Vice-president, Treasurer and Secretary, who shall at all times be members of the Board of Directors. Election of Officers. The election of officers shall take place annually at the first meeting of the Board of Directors following each annual meeting of the members. The new directors will meet with the outgoing directors at their next regular meeting and shall notify all members of their designation of office not later than December 31. Term. The officers of the Corporation shall hold office for one (1) year unless he/she shall sooner resign or be removed or otherwise be disqualified to serve. Resignation and Removal. Any officer may be removed from office with or without cause by the Board as well as by the mechanism delineated in Article IV, of these by-laws. Any officer may resign at any time by giving written notice to the Board, President or Secretary. Vacancies. A vacancy in any office may be filled by appointment by the Board; this officer will then serve for the remainder of the term of the officer he replaces. Duties. The duties of the officers are as follows: (a) The President shall preside at all meetings of the membership and the Board; shall see that orders and resolutions of the Board are carried out; shall sign written instruments and co-sign all checks and promissory notes. (b) The Vice-president shall act in place of the President in the event of his absence or inability or refusal to act, and shall exercise and discharge such others duties as may be required of him by the Board. (c) The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep appropriate current records showing the members of the Corporation together with their addresses ans shall perform other duties as required by the Board. (d) The Treasurer shall receive and deposit in appropriate bank accounts all moneys of the Corporation and shall disburse such funds as directed by resolution of the Board; shall sign all checks and promissory notes of the Corporation; keep proper books of account; compile an annual report of the Corporation books at the end of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting and ensure a copy of each is delivered to the members. 5
ARTICLE IX: COMMITTEES The Corporation shall appoint a Nominating Committee as provided by these by-laws. In addition the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose. ARTICLE X: BOOKS AND RECORDS The books, records and papers of the Corporation shall be subject to inspection by any member during reasonable hours by appointment. Copies may be purchased at a reasonable cost. ARTICLE XI: AMENDMENTS These by-laws may be amended at a regular or special meeting of the members by a vote of a majority of members present in person, by absentee ballot or by proxy, provided a quorum is in attendance. ARTICLE XII: LATE FEES AND PENALTY FEES As provided in the Declaration, each member is obligated to pay the Corporation annual assessments and special assessments subject to the provisions of paragraph 9 (c) and 9 (d) in the said Declaration. Pursuant to N.C.G.S. 47F-3-102 any assessments which are not paid within thirty (30) days after the due date may result in the Board of Directors levying a late penalty fee of twenty dollars ($20) or 10% of the unpaid assessment whichever is greater Adjudication principles and penalties for violation of the Restrictive Covenants or Bylaws are allowed in accordance with N.C.G.S. 47F-3-107.1. ARTICLE XIII: INDEMNIFICATION OF OFFICERS AND DIRECTORS Deerfield Plantation of Union County shall indemnify every officer and director against any and all expenses, including legal fees, reasonably incurred by or imposed by upon such officer or director in connection with any action, suit or other proceeding to which he/she may be made a party by reason of having been an officer or director. The officers shall not be liable for any mistake of judgment, negligent or otherwise, except for their own willful malfeasance or misfeasance. The officers and directors shall have no personal liability with respect to any contract, debt or other commitment made by them in good faith on behalf of the Corporation. ARTICLE XIV: MISCELLANEOUS The year of the Corporation will begin on 1 January and end on 31 December. ARTICLE XV: PARLIAMENTARY PROCEDURE Roberts Rules of Order, revised, shall be the parliamentary procedure followed by the Corporation. 6