Kristiansand Homeowners Association

Kristiansand Homeowners Association http://kristiansand.weebly.com June 5 2010 WHEREAS, on May 13th 2010 the Board of Directors of Kristiansand Homeowners Association has, after consideration, recommended to the membership that the by-laws of Kristiansand Homeowners Association be amended and rewritten as per the Attachments. Bylaws

Table of Contents Kristiansand Homeowners Association Article I Article II Article III Article IV Section 5 Article V Article VI Section 5 Section 6 Section 7 Name of Organization..4 Purpose Boundaries Membership Qualifications Daily Members Voting Membership Period..5 Termination of Membership Membership Dues Membership Meetings General Membership Meetings Special or Non-Regular Meetings Place of Meetings..6 Agenda Quorum Proxies Procedures Article VII Section 5 Section 6 Section 7 Section 8 Section 9 0 1 2 3 4 5 6 7 8 9 Article VIII Board of Directors..7 Number of Board Members Eligibility for Board Members Terms of Office Board Vacancies Nomination and Election of Board Members Proxies Duties of Board Members Removal of Directors.8 Place of Meeting Regular Meetings Special Meetings Notice of Meetings Termination for Non-attendance Quorum Voting Order of Business Election of Board Officers. 9 Duties of Board Officers Powers of the Board Committees Formation and Dissolution Page 2 of 16

Article IX Article X Section 5 Section 6 Article XI Article XII Article XIII Article XIV Article XV Article XVI Article XVII Article XVIII Article XIX Article XX Appointments and Terms..10 Authority for Obligating Funds Obligating Funds Borrowed Funds Budget Approval Conflict of Interest Board and Committee Disclosure Definition Board Action Board Determination.. 11 Discipline Committees Grievance Procedures Alternative Resolution Definition and Filing Processing the Grievance Procedure not Determinative 12 Procedure for Submission of Proposals Submission of Proposals Notification Attendance Dissemination Public Meetings/Public Records Requirements Non-Discrimination.13 Filings Non-Compliance with Bylaws Action not automatically nullified Consideration of an Alleged Non-Complying Act Adoption and Amendments of Bylaws No Compensation..14 Attachment to Bylaws Effective Date Page 3 of 16

ARTICLE I NAME OF ORGANIZATION: The name of the organization shall be Kristiansand Homeowners Association, Inc. (KHA) ARTICLE II PURPOSE: The purpose for which KHA is organized are: A) To enhance the livability of the neighborhood and Norge by establishing and maintaining an open line of communication and liaison among neighborhood, businesses, government agencies and other neighborhoods. B) To provide an open process by which all members of the neighborhood may involve themselves in the affairs of the neighborhood. C) To do and perform all activities related to said purposes, to have and enjoy all powers granted, and engage in any lawful activity for which corporations may be organized under the Virginia Non-Stock Corporation Act 13.1.801 and the Virginia Property Owners Association Act 55-508. D) For such other objectives as are approved by the Board of Directors (Board) or membership. ARTICLE III BOUNDRIES: Boundaries of KHA shall be defined as Kristiansand, Section IV, located in Powhatan Magisterial District, James City County, Virginia made by L. V. Woodson and Associates, Engineers and Surveyors, bearing date July 22, 1974, and is recorded in the Clerk s Office of the Circuit Court of the City of Williamsburg and County of James City, in map book 32, page 69. ARTICLE IV MEMBERSHIP Qualifications: Membership in KHA shall be open to all residents to include renters and property owners located within the boundaries as defined in ARTICLE III of these bylaws who request in writing to be a member. Daily Members: Members of the public may be daily members. They shall pay a daily fee as proposed by the BOARD for such membership and shall have no vote in the affairs of the Association. Voting: Persons or entities that are property owners regardless of the number of lots of property owned in the subdivision shall be Page 4 of 16

entitled to one vote or renters, individually or jointly, located within the boundaries as defined in ARTICLE III of these bylaws, who have paid dues by the Board and who are otherwise in good standing shall constitute the annual membership of the Corporation. Section 5 Membership Period: the membership period for a member in good standing is for twelve (12) months beginning May 1 st until April 30 th of the following year. Dues notification will be mailed by the treasurer to existing members approximately 30 days prior to May 1 st. Termination of Membership: Upon cessation of membership by resignation, termination, or sale of property, or otherwise, no portion of dues shall be refundable. ARTICLE V Membership Dues: The Board shall when deemed necessary for the operation of the Association and its facilities propose an increase in annual membership dues voted on by a majority of the Board at a meeting held for such purposes. ARTICLE VI MEMBERSHIP MEETINGS General Membership Meetings: The Annual Meeting of members will convene in June for the purpose of electing directors, reviewing the past years financial report and reviewing the proposed budget for the new fiscal year, receiving reports from the standing committees, and opening the floor to the general membership for questions. At each member s meeting the President, or in the absence of a president, vice-president or in the absence of the vice-president, or in the absence of all of the above, any person whom the President of the meeting appoints shall act as secretary of the meeting. Notification will be by mail, KHA website, flyer, telephone calls, electronic mail, and posted sign at both entrances to Kristiansand or any other appropriate means of communication apt to reach a majority of the members. Notification shall require seven (7) days advance notice to active members. Special or Non-Regular Meetings: Special meetings of the membership, Board, or committees may be called by the President or by a majority of Directors acting with or without a meeting, or by the members of record constituting ten (10) percent of the total membership at the time of the calling of such meeting. Upon delivery to the secretary of a request in writing for a members meeting by any persons entitled to call such meeting, it shall be the Page 5 of 16

duty of the officer to give notice to the members of such meeting. Said request shall specify the objects or purposes. Place of Meetings: All meetings shall be held at such place or places, within the State of Virginia as may from time to time be fixed by the Board. Agenda: Subject to the approval of the Board, the President shall prepare the agenda for general and special meetings of the membership. Any person may add an item to the agenda by: a.) Submitting the item in writing to the Board at least seven(7) days in advance of the meeting or, b.) Making a motion to the Board to add an item to the general or special meeting agendas at those respective meetings. Adoption of that motion requires a second and majority vote. Annual Meeting Order of Business: 1. Roll Call of Membership 2. Determination of a quorum 3. Prior years financial report and introduction of budget for coming fiscal year 4. Report of committees 5. Election of directors 6. Unfinished business 7. New business 8. Open floor Section 5 Section 6 Section 7 Quorum: A quorum for any general or special meeting of KHA is equal to one third (1/3) majority of the voting power of the Corporation, present in person and/or proxy and entitled to vote. In the absence of a quorum, any member of the Board may adjourn the meeting. Proxies: Any member who is entitled to attend a members meeting, or to vote thereat, or to assent or to give consents in writing, shall be entitled to exercise such right and any other of his rights by proxy or proxies appointed by a writing signed by such member, which need not be sealed, witnessed, or acknowledged. Procedures: Roberts Rules of Order shall be followed in all areas not covered by the bylaws. Page 6 of 16

ARTICLE VII BOARD OF DIRECTORS (Board) Number of Board Members: The Board shall determine the exact numbers of Board positions annually. There shall be not more than seven (7) directors. Eligibility for Board Service: Only persons eligible for membership shall be qualified to hold an elected or appointed position. All directors must be members in good standing of the corporation during their term of office. Terms of Office: Terms of office are staggered. Unless he/she resigns, is removed as herein provided, dies, or is adjudged mentally incompetent, each director shall have an initial appointment for a two (2) year term and shall take office on Date of election following his election in June. Directors may succeed themselves only for one additional term for a maximum of four (4) consecutive years. Board Vacancies: The Board may fill any vacancy on the Board or committees by majority vote of the Board. A member appointed to fill a vacancy shall serve the remainder of the unexpired term and until his or her successor is elected or appointed. Section 5 Nomination and Election of Board Members: At least two (2) weeks prior to the Annual Meeting in each year the President shall cause notice to be distributed to each member in good standing so that each member may nominate sufficient members in good standing to fill the upcoming vacancies on the Board. Nomination ballots must be received by the President or designee at least one (1) week prior to the date of the meeting. Voting will be by secret written ballot. The ballots shall be counted by at least two inspectors. Nomination from the floor and, therefore, write-in votes must be accepted provided those elected have expressed willingness to serve, either orally at the meeting or in writing prior to the election. Section 7 Duties of Board Members: The Board shall have following responsibilities and powers: A) Manage the daily affairs of KHA. B) Make decisions and represent the interests of KHA on all matters for which it is impractical to present to the membership at the next regular meeting. Page 7 of 16

C) Appoint committees to perform necessary functions and represent KHA on specified topics. D) Establish a yearly work plan of priority issues and projects for maintaining and encouraging involvement in KHA. Section 8 Section 9 0 1 2 3 4 5 6 Removal of Directors: Any director may be removed, with cause, at any time, by the affirmative vote of a majority in voting power of the Board members called for that purpose. Place of Meetings: The meetings of the Board shall be held at such place or places within the State of Virginia as may from time to time be fixed by the Board of Directors. Regular Meetings: Regular meetings of the Board will be held for the purpose of conducing regular business and/or planning. Calendar for such meetings will be determined by the newly elected directors. Special Meetings: Special meetings of the Board of Directors shall be held whenever called by the President, or any two directors. Notice of Meetings: Every director shall furnish the secretary of the corporation with an address or other form of contact at which notices of meetings and all other notices may be served on or mailed to him/her. Termination for Non-attendance: Board members failing to attend three consecutive Board meetings may be terminated from the Board upon written notice. Quorum: A quorum for Board meetings of KHA is a simple majority of the established number in Article VII, ; Board of Directors must be present in person at such meeting to constitute a quorum for the transaction of business. In the absence of a quorum, any director may adjourn the meeting. Voting: Unless otherwise specified in these bylaws decisions of the Board shall be made by a majority vote of those Board members present at any meeting. Order of Business: The order of business at meetings of the Board shall be followed by an agenda. Page 8 of 16

7 8 Election of Board Officers: Board members shall meet after the annual meeting and, by majority vote of the Board members present, elect vacant positions for a one (1) year term and who may succeed themselves for three (3) successive years for a total of four (4) where needed for a President, Vice President, Secretary, and Treasurer. The remaining Board members shall be membersat-large. Duties of Board Officers A) President: The President shall preside at all Board meetings and all membership meetings and shall perform such duties as the Board and the membership from time to time authorizes. The President shall represent the position of the Board and the interests of the Kristiansand Homeowners Association. B) Vice President: The Vice President shall perform the duties of the President in the President s absence and as authorized by the bylaws or regulations of the Board. C) Secretary: The Secretary shall record and maintain minutes of Membership and Board meetings, assist the President with correspondence and maintain the non-financial files of the KHA. The Secretary will maintain a list of Board members and their terms. D) Treasurer: The Treasurer shall have charge of all funds belonging to KHA and shall receive, deposit and disburse funds for KHA in a bank(s) or financial institution(s) in such manner as designated by the Board. The Treasurer shall make financial reports as directed by the Board. 9 Powers of the Board: The Board shall be responsible for all business coming before KHA and for assuring that members are informed of business that affects them through reasonable means of notification. The Board has the responsibility of acting in the best interest of the neighborhood but is not specifically bound to act according to the desire of the majority of members attending a particular meeting. ARTICLE VIII Committees Formation and Dissolution: The Board shall have the authority to appoint standing or special committees as may be necessary from time to time to properly conduct the affairs of the corporation. Committee actions shall be subject to approval of the Board. The Board shall have the authority to dissolve same. Page 9 of 16

Appointments and Terms: The President shall appoint the Chairman of each individual committee from among members in good standing. The appointments to the committees are subject to the approval of the Board. Members of standing committees will be appointed for a term of one (1) year, with such reappointments as required for continuity. ARTICLE IX Authority for Obligating Funds Obligating Funds: No officer or agency of KHA is empowered to obligate funds of the corporation except as specifically authorized by the following: A) Expenditures authorized by the approved budget; B) For emergency repairs of existing structures, the President may authorize annual expenditures of up to two hundred dollars ($200). Borrowed Funds: Unless previously approved by the membership, neither the Board nor any officer of KHA shall obligate the corporation or borrow funds in excess of the normal expected operating revenue during the year. Budget Approval: The budget for the upcoming year must be approved by the majority in voting power of the members entitled to vote at the annual meeting. The budget may be amended by a majority in voting power at a special meeting called for that purpose. The fiscal year for the corporation shall be May 1 st to April 30. The operating budget is June to June. ARTICLE X Conflict of Interest Board and Committees Disclosure: A Director shall disclose any possible conflict of interest before discussion on a transaction or as soon thereafter as a possible conflict arises or becomes known to a Director. Definition: A possible conflict exists when an action is contemplated concerning which a Director has an existing or contemplated financial interest, directly or indirectly, through business, investment, employment or family. Board Action: The Board shall determine whether or not a conflict exists. The decision shall be by a majority of a quorum. The concerned Director may participate in discussion and shall be Page 10 of 16

considered part of the quorum present, but shall abstain from voting. In the event of a tie vote, a conflict shall be deemed to exist. Section 5 Section 6 Board Determination: Upon the Board s determination that a conflict does exist, the Director is disqualified from voting on any related matter. The proceedings of the Board on a conflict shall be recorded in the minutes of the meeting, and shall identify the conflict at issue, the name of the concerned Director, and record each director s vote on whether there is a conflict and action taken. Discipline: The Board may discipline a Director for failure to make timely and adequate disclosure of a possible conflict. Discipline may consist of removal from the Board. Committees: This article shall apply as relevant to the conduct of committees and committee members, including chairs, when committees are considering action on behalf of the Board or KHA or when they are considering a recommendation to the Board. A committee and members shall act in the manner provided for the Board and Directors above with the exception that any issue of discipline shall be referred to the Board without a recommendation. ARTICLE XI GRIEVANCE PROCEDURES Alternative Resolution: It is the policy of KHA to inform grievant of voluntary alternatives to formal grievances, such as negotiation and mediation. Definition and Filing: Any person or group may initiate a grievance process by submitting a grievance in writing to the Board. A grievance must allege harm to a grievant by an action or omission by KHA that violates these bylaws, applicable County of James City standards or other controlling laws and regulations, in substance or procedure. A grievance concerning procedural error must plausibly allege that the error was a significant factor in KHA s decision making. A grievance must be submitted within 45 business days of an alleged violation. Processing the Grievance: The President shall refer a grievance to any standing committee or shall appoint an ad hoc committee to consider it. To the extent reasonably practicable, the President shall minimize involvement of a committee or person substantially involved in taking the action that is the subject of the grievance. The committee shall review the grievance, and if it so decides, recommend dismissal if it is procedurally defective. Otherwise, the Page 11 of 16

committee shall hold a public hearing at which the grievant and others may present relevant evidence or argument. The committee shall submit a recommendation of disposition to the Board which should include findings of relevant fact, determination of whether or not there were significant errors, and when appropriate, a proposed remedy. The Board shall make a final disposition within 60 calendar days from receipt of the grievance by KHA. Deliberations by the grievance committee on a recommendation, and by the Board on a decision, may be held in executive session, but a vote to make or recommend a decision must be in public session. Procedure not Determinative: A failure of KHA to comply with any requirement of this Article shall not compel any particular disposition of a grievance or invoke any stricter or more lenient standards for determination of a disposition. ARTICLE XII Procedure for Submission of Proposals Submission of Proposals: Any person or group, inside or outside the boundaries of KHA may propose in writing items for consideration by the Board. The Board shall decide whether proposed items will appear on the agenda of the Board, standing or special committees, or general or special meetings. Notification: The proponent and members directly affected by such proposal shall be notified in writing of the place, day, and hour the proposal shall be reviewed, and by what body, not less than seven (7) days in advance when practicable. Attendance: The proponent may attend this meeting to make a presentation and answer questions concerning the proposals Dissemination: KHA shall submit recommendations and dissenting views as recorded to the proponent and other appropriate parties. ARTICLE XIII Public Meetings/Public Records Requirements KHA shall abide by all the requirements relative to public meetings and public records. Official action(s) taken by KHA must be on record or part of the minutes of each meeting. The minutes shall include a record of attendance and the results of any vote(s) taken. Page 12 of 16

ARTICLE XIV Non-Discrimination KHA will not discriminate against individuals or groups on the basis of race, religion, color, sex, sexual orientation, gender identity, age, disability, legal citizenship, national origin, income, or political affiliation in any of its policies, recommendations or actions. This provision shall not preclude a minimum age requirement for voting on matters encompassed by these bylaws. Such minimum age shall not be higher than the minimum age for voting in State of Virginia General Elections. ARTICLE XV Filings All requirements for materials to be filed with KHA, an Officer, a committee or the Board may be accomplished by delivering the materials to the specified person or entity. ARTICLE XVI Non-Compliance with Bylaws Action not Automatically Nullified: An action by an Officer, the Board or a committee shall not be considered to be null and void merely for its having been decided upon by a procedure not fully in compliance with the bylaws, providing the Board, or the Officer or committee making the decision had authority to do so. Consideration of an Alleged Non-Complying Act: When there is reason to believe a violation of the bylaws may have occurred, a determination of compliance or non-compliance and any remedy shall be made pursuant to the grievance procedure or otherwise by the Board at its discretion when no grievance has been filed. ARTICLE XVII Adoption and Amendments of Bylaws All amendments to these bylaws must be proposed in writing and submitted to members for reading before voting on their adoption may proceed at a general meeting. Notice of proposal to amend the bylaws, specifying the date, time and place for consideration, must be provided to all members a minimum of seven (7) days before voting. Adoption of and amendments to these bylaws shall require a two-thirds (2/3) vote by the members present at a general meeting. Page 13 of 16

Page 14 of 16

Page 15 of 16

Page 16 of 16