Timeshare Resort
Ocean Villas
Outer Banks, NC Timeshare Resort
Legal Documentation
Ocean Villas of Nags Head
Legal Documentation
BY-LAWS OF
OCEAN VILLAS HOMEOWNERS ASSOCIATION, INC.
A North Carolina Non-Profit Corporation
Organized June 22, 1983
Under the Laws of the State of North Carolina
As ADOPTED by the Board of Directors on September 24, 1988,
And amended by the Board of Directors on August 7, 1991,
And amended by the General Membership on November 9, 1991,
And amended by the Board of Directors on July 25, 1992,
And amended by the General Membership on November 5, 1994,
And amended by the Board of Directors on November 9, 1996,
And amended by the Board of Directors on June 5, 1999,
And amended by the Board of Directors on April 15, 2000,
And amended by the Board of Directors on June 28, 2000,
And amended by the General Membership on November 4, 2000,
And amended by the Board of Directors on October 10, 2002,
And amended by the Board of Directors on May 22, 2004,
And amended by the Board of Directors on September 5, 2004,
And amended by the Board of Directors on April 9, 2005,
And amended by the Board of Directors on October 10, 2005,
And amended by the Board of Directors on September 24, 2006,
And amended by the Board of Directors on July 13, 2011
PREAMBLE
Section 1. (as amended by the membership on November 5, 1994)
These are the By-Laws of OCEAN VILLAS Homeowners Association, Inc., a North Carolina non-profit corporation, (THE “Association”), the Articles of Incorporation (the Articles”) of which have been filed in the Office of the North Carolina Secretary of State.
For purposes of these By-Laws, terms specifically defined in the Non-Profit Corporation Act, Chapter 55A, North Carolina General Statutes (the “Non-Profit Corporation Act“), shall have the same meaning herein..
Section 2. (as amended by the membership on November 5, 1994)
The purpose or purposes for which the non-profit corporation is organized are:
a. To manage and operate OCEAN VILLAS a time-share homeowners association established by filing the Declaration therefore in the office of the Registers of Deeds for Dare County and to achieve that objective:
i. To make and collect assessments against members to defray and pay costs, expenses and losses of the Association.
ii. To use the proceeds of assessments in the exercise of its power and duties.
iii. To maintain, repair, replace and operate the Association property.
iv. To purchase insurance upon the Association property and Insurance for the protection of the Association and its members
v. To reconstruct improvements after damage or casualty hereto and to further improve the property.
vi. To make, amend and rescind reasonable regulations respecting the use of the property of the Association.
vii. To enforce by lawful means the provisions of the Declaration, the Articles, these By-Laws of the Association and the regulations for the use of the Association property.
viii. To contract for the management of the Association and to delegate to such manager or management firm all powers and duties of the Association except such as are specifically required by the Declaration to have approval of the Board of Directors or the membership of the Association.
ix. To contract for the management or operation of portions of the Common Areas and Facilities susceptible to separate management or operation, and to lease such portions.
x. To employ personnel to perform the services required for proper operation of the Association.
b. To perform and do any and all other acts permitted by the Non-Profit Corporation Act of the North Carolina General Statutes, Chapter 55A, necessary and desirable for the conduct of a time-share homeowners association.
ARTICLE I
Offices
Section 1. (as AMENDED by the Membership on November 5, 1994)
Principal Office. The principal office of the Corporation shall be located at OCEAN VILLAS, 7031 South Virginia Dare Trail, 16 14 Mile Post, Nags Head, Dare County, North Carolina 27959.
Section 2. (as AMENDED by the Membership on November 5, 1994)
Registered Office: The registered office of the Corporation, which by law is required to be maintained in the State of North Carolina, shall be located at OCEAN VILLAS , 7031 South Virginia Dare Trail, 16 ¼ Mile Post, Nags Head, Dare County, North Carolina 27959, or from time to time, be fixed and determined by the Board Of Directors.
Section 3. (as ADOPTED by The Directors on September 24, 2988)
Other Offices. The Corporation may have other offices at such places, either within or outside 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 II
Members’ Meetings and Voting
Section 1. (as ADOPTED by the Directors on September 24, 1988)
Place. Meetings of the members shall be held at the place designate in the notice of such meeting, within or outside the State of North Carolina, or if no place is designated in said notice, the meeting shall be held at the principal office of the Corporation.
Section 2. (as AMENDED by the Directors on April 15, 2000)
Annual Meeting. The annual meeting of the members for the election of directors and for the transaction or such other business as may properly come before the meeting, shall be held at two o’clock on the 45th Saturday in each year, if not a legal holiday, and if a legal holiday, then on the next following Saturday.
Section 3. (as ADOOPTED by the Directors on September 24, 1988).
Substitute Annual Meeting. If the annual meeting shall not be held on the date designated by these By-Laws, a substitute annual meeting all in the manner provided for the call of a special meeting in accordance with the provisions of Section 4 of this Article II, and substitute annual meeting so called shall be designated as and shall be treated, for all purposes, as the annual meeting.
Section 4. (as AMENDED by the Directors on July 25, 1992)
Special Meetings. Special meetings of the members may be called at any time by the President or by any two members of the Board of Directors or by any Director pursuant to the written request of the members who own not less than ten percent (10%) of the undivided interest in the common elements of the Association property so defined in the Declaration.
Section 5. (as ADOPTED by the Directors on September 24, 1988).
Notices. Written or printed notice of all meetings of the members, stating the time and place, shall be given by the President or Secretary or other person authorized to call such meetings to the members entitled to vote at such meeting, not less than ten (10) or more than fifty (50) days prior to the date of such meeting. If mailed, such notice shall be directed to each member at the address of such member as set forth on the records of the Corporation, except that if any member shall have filed with the Secretary a written request that notices intended for such member be mailed to some other address, then all notices to such members shall be mailed to the address designated in such request.
A statement of the business to be transacted at an annual or substitute annual meeting of members need not be set forth in the notice of such meeting, except that if any matter is to be considered or acted upon, other than the election of directors, of which the vote of member is required under the provisions of the North Carolina Non-Profit Corporation Act, then a specific statement there of shall be set forth in such notice.
In the case of a special meeting, the notice shall set forth the nature of the business to be transacted. If a meeting shall be adjourned for more than thirty (30) days, notice of such adjourned meeting shall be given as in the case of an original meeting, and if the adjournment shall be for less than thirty (30) days, no notice thereof need be given, except that such adjournment shall be approved at the meeting at which adjournment shall be approve at the meeting at which adjournment is taken.
Notice of a meeting need not be given if each member entitled to notice thereof shall, in person, or by attorney thereunto duly authorized, waive notice thereof in writing, either before or after such meeting.
Section 6. (as AMENDED by the Directors on October 10, 2005)
Quorum. Except as otherwise provided by statute, or by the Charter of the Corporation, or by these By-Laws, the presence in person or by proxy of members who own not less than forty (40) unit/weeks shall be necessary to constitute a quorum for the transaction of business.
Section 7. (as AMENDED by the Directors on September 24, 2006)
Voting. At each meeting of members, every member shall have a vote in the affairs of the Corporation. All questions, except as otherwise provided by statute, or by the Charter of the Corporation , or by these By-Laws, shall be determined by the votes so cast by a majority of those present, whether in person or by proxy and entitled to vote.
Where any unit/week is owned as tenants in common or as tenants in common or as tenants by the entirety, said tenants may determine between or among themselves how the vote they are entitled to shall be cast, but the Chairman of a meeting of the Association shall not accept any division of a vote that said owners would otherwise be entitled to cast if said tenants do not unanimously agree between or among themselves on how their vote should be cast.
Any member entitled to vote may vote by proxy, provided that the instrument authorizing such proxy to act shall have been executed in writing by the member or his duly authorizes attorney and received by the Chairman of the Registration Committee by the Wednesday prior to the meeting. One recognized owner may sign a proxy on behalf of all recognized owners. No proxy shall be valid after the expiration of twelve (12) months from the date of its execution. Each instrument designating a proxy shall be filed with the Secretary of the meeting and retained until after the Minute of that meeting have been approved at a subsequent meeting.
The Board may authorize the filing of special proxies for the limited purpose of voting, at a specific meeting, on changes to Covenants or the Corporation Charter. Proxy votes to amend Covenants or the Corporation Charter shall be restricted to special members, adopt a budget, and other business which may be brought before an Association meeting shall be restricted to regular proxies filed for that purpose
Whenever unit/weeks have been deeded to the Association and remain unsold at the time of an Association meeting, except when membership Removal of Directors is being considered under Article III, Section 4, and except Unit Five unit/weeks deeded to OCEAN VILLAS following the destruction of Unit Five in the 2003 Hurricane Isabel, the Board may cast all membership votes associated with unsold unit/weeks. When an issue requiring a recorded vote is ready to be voted, the Chairman of a meeting of the Association will call for a momentary recess during which a majority of Board Members present will determine how the membership votes representing Association-owned unit/weeks will be cast.
The Chairman of a meeting of the Association may cast the vote for one or more unit/weeks personally owned at the same time as other votes are being cast Should a vote count result in a tie, or be within on vote of a tie, or be within one vote of achieving a greater than a simple majority approval requirement, the Chairman may cast one additional vote representing the 460th unit of the Association, the common property.
The date and place of an Annual Meeting to be held at 2:00 p.m. on the 45th Saturday, as prescribed under Article II, Section 2, where Association Members may attend and participate in person, shall be determined by the Board not later than September 1st of each year. Meeting notices prescribed in Article II, Section 5, shall be sent only to Association Members in good standing who, as of October 1st, have maintenance fees current, or are paid in advance for future years, or are not more than $25 in arrears for the current year. Proxy forms included with the Annual Meeting notice shall specify a deadline by which proxies must be received as not later than five days before the date of the called Annual Meeting. A Roll Call for the Annual Meeting shall list only proxies received on or before the established deadline date in categories of VALID or INVALID for reasons cited. An absentee ballot shall be enclosed with each proxy form furnished to Association Members and a) must identify Director vacancies to be filled and include a method of voting and may include other matters (including proposed By-Law amendments) which the Board has determined shall be referred to the Association Membership for consideration. Proxies may designate any ONE Association Member as a proxy and shall either (a) give the proxy-holder full authority to vote on all matters brought before the Annual Meeting, or instruct the proxy-holder to cast an enclosed absentee ballot for items contained on the absentee ballot and limit proxy representation to other matters brought before the Annual Meeting.
Section 8. (as ADOPTED by the Directors on September 24, 2006)
Registration Committee. Prior to the mailing of meeting notice and proxies, the president shall appoint, with consent of the board of directors, three members of Registration Committee, and designate one of them as chairman. No member of the Registration Committee or their spouse shall be eligible to seek and office elected at the meeting for which they serve.
The Registration Committee shall review proxies received and register in-person attendees of the meeting for which they serve, and certify attendance in person or by proxy to the meeting and after certification shall file the proxies with the Secretary.
Section 9. (as ADOPTED by the Directors on September 24, 1988, and RENUMBERED by Directors on September 24, 2006)
Informal Action by Members. Any action that may be taken at a meeting of the members, may be taken without a meeting if such and is signed by all of the persons who would be entitled to vote upon such action at a meeting and filed with the Secretary of the Corporation. Any consent so filed with the Secretary of the Corporation shall be filed in the Corporate Minute Book in like manner as minutes of a meeting. Any such consent shall have the same force and effect as a unanimous vote of the members.
ARTICLE III
Directors
Section 1. (as ADOPTED by the Directors on September 24, 1988)
General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, In addition, without limiting the rights of any member, actions may be bought by the Board of Directors in the discretion of the Board as their respective interests may appear, with respect to any course of action relating to the Common Areas or Facilities or more than one unit.
Section 2. (as ADOPTED by the Directors on September 24, 1988)
Number, Term of Office and Qualifications. The number of directors shall be five (5) terms staggered. During the annual meeting on November 1988, one (1) director will be elected to hold office for a period of one (1) year; two (2) directors will be elected to hold office for a period of two (2) years; and two (2) directors will be elected to hold office for a period of three (3) years. Thereafter, directors shall be elected for three (3) year terms at the end of each respective term.
Each director shall continue in office until the annual meeting of the members held at the expiration of the term and until his successor shall have been elected and qualified, or until his death, or until he shall resign or shall have become disqualified or removed in the manner hereinafter provided.
Directors need not be residents of the State of North Carolina but must be persons representing memberships in good standing of the Association.
Section 2a. (as ADOPTED by the Directors on July 13, 2011)
Director at Large. From time to time, the Board may choose to appoint a “Director at Large” for the term of one year. A “Director at Large” is not a voting Director during the one year term. A “Director at Large: may not be assigned to any office as described in ARTICLE V, Section 1 (President, one or more Vice Presidents, Secretary or Treasurer). However; should a vacancy occur in any office as described in ARTICLE V, Section 1, after the appointment of the “Director at Large” then the Director at Large” is eligible to be appointed with Board approval and complete the term of the vacancy.
Section 3. (as AMENDED by the Directors on September 24 2006)
Election of Directors. Except as provided in Section 2 of this Article III, the directors shall be elected at the annual meeting of members and the persons who shall receive a plurality of votes cast on a single ballot shall be elected directors. If prior to voting for the election of directors, demand therefore shall be made by or on behalf of any members entitled to vote at such meeting, the election of directors shall be by confidential ballots.
In the event that more persons have declared candidacy for the office of directors than there are seats available, each member shall be sent the same number of written ballots as they own unit/weeks at Ocean Villas which are in good standing listing the names of all candidates who have declared candidacy, which shall be sent with their notice and proxy form. These written ballots shall be of a different color from those distributed to in-person attendees. The ballots may be returned with the proxy form, and if no ballots are attached, the vote for the office of director shall be conferred on the holder of the proxy. It is recommended, but will not require that ballots be returned in a sealed envelope. The ballot shall contact a space for write-in. Names on the ballot shall alternate from year to year in reverse alphabetical order and alphabetical order.
Each candidate for the office of director shall designate one person to serve as a teller for counting votes for director. The persons so designated, together with the Chairman of the Registration Committee, shall count the votes and report the results to the meeting.
Section 3a. (as AMENDED by Directors on July 13, 2011)
Any candidate who fails to win election by three votes or less may demand a recount immediately after the vote results are announced. Any recount shall be conducted immediately in view of all members who desire to view the count. The candidate may request examination of the proxy ballots and request examination by the teller committee as soon as possible after the conclusion of the annual meeting. The Board Secretary will retain the ballots until the ballot tally is verified or a term of one year.
Section 4. (as ADOOPTED by the Directors on September 24, 1988, and RENUMBRED by the Directors on November 9, 1996, and RELOCATED by the Directors on May 22, 2004)
Resignations. Any director my resign at any time by giving written notice to the President or Secretary of the Corporation. Such resignation shall take effect at the time specified therein or if no time is specified therein, at the time such resignation is received by the President or Secretary of the Corporation, unless it shall be necessary to accept such resignation before it becomes effective, in which event the resignation shall take effect upon its acceptance by the Board of Directors. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.
Section 5. (as AMENDED by the Directors on July 25, 1992, and renumbered by the Directors on May 22, 2004)
Removal of Directors. The Board of Directors or any individual Director may be removed from office, with or without cause, by a vote of the members owning a majority of the percentages of the members’ undivided interest in the Association property entitled to vote at an election of directors. If any directors are so removed, new directors may be elected at the same meeting.
Section 6. (as ADOPTED by the Directors on September 24, 1988, and RENUMBERED by the Directors on May 22, 2004).
Vacancies. Any vacancy in the Board of Directors shall be filed for the remainder of the term by a majority of the remaining directors though less than a quorum, or by the sole remaining directors. The members may elect a director at any time to fill any vacancy not filed by the directors. In the event of the resignation of a director to take effect at the future date, the Board of Directors or the members at a time after tender of such resignation may elect a successor to such director to take office as of the effective date of such resignation.
Section 7. (as ADOPTED by the Directors on September 24, 1988)
Compensation of Directors. The Board of Directors may not cause the Corporation to compensate directors for their services as directors, but it may provide for the payment by the Corporation of all expenses incurred by the directors in attending regular or special meetings of the Board.
Section 8. (as ADOPTED by the Directors on September 24, 1988, and RENUMBERED by the Directors on May 22, 2004).
Committees. The Board of Directors by the vote of a majority of the directors in office may designate one or more committees each of which shall consist of two or more directors, which committees, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation, but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual director of any responsibility imposed upon it or him by law.
A committee appointment pursuant to this Section 7 shall have no authority as to: the dissolution, merger or consolidation of the Corporation, the amendment of the Charter of the Corporation, the sale, lease or exchange of all or substantially all of the property of the Corporation, the designation of any such committee, the filling of vacancies on the Board of Directors or on any such committee, the amendment or repeal of the By-Laws, the adoption of new By-Laws or the amendment or repel of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable.
ARTICLE IV
Meetings of Directors
Section 1. (as AMENDED by the Directors on September 24, 1988)
Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of the members In addition, the Board of Directors may provide by resolution for the holding additional regular meetings.
Section 2. (as ADOPTED by the Directors on September 24, 1988)
Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, Vice President or any director.
Section 3. (as AMMENDED by the Directors on April 15, 2000)
Open Meetings. All meetings, regular or special, of the Board of Directors shall be deemed open unless a personnel or legal matter is to be discussed and a majority of Board Members present vote to temporarily close the meeting.
Section 4. (as ADOPTED by the Directors on September 24, 1988, and RENUMBERED by the Directors on November 9, 1996)
Place Of Meetings. All meetings of the Board of Directors shall be held at the principle office of the Corporation, except that such meetings may be held at such other place, within or outside of the State of North Carolina, as may be designated in a duly executed waiver or notice of such meeting, or as may be otherwise agreed upon in advance of the meeting by a majority of the directors.
Section 5. (as AMENDED by the Directors on April 15, 2000)
Notice of Meetings. Regular meetings of the Board of Directors may be held without notice.
Special meetings shall be called with not less than three (3) days prior notice. Notice of a special meeting need not state the purpose thereof and such notice shall be directed to each director at his residence or usual place of business by mail, cable, telegram, fax, email, or may be delivered personally The presence of a director at a meeting shall constitute a waiver of notice of that meeting except and only when such director attends the meeting solely for the purpose of objecting to the transaction of any business threat or the grounds that the meeting has not been lawfully called, and does not otherwise participate in such meeting.
Section 6. (as ADOPTED by the Directors on September 24, 1988, and
NUMBERED by the Directors on November 9, 1996)
Quorum and Manner of Acting. A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board.
Except as otherwise expressly provided in this Section, the act of a 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 majority of the number of Directors holding office shall be required to adopt resolution appointing a committee pursuant to Section 7 of Article III of these By-Laws.
Section 7. (as ADOPTED by the Directors on May 22, 2004 and AMENDED by the Directors on July 13, 2011)
Teleconference Board meetings. All Board members shall make themselves available for teleconference calls whenever possible and at minimum expense to the OV HOA. A teleconference initiator shall (a) communicate to other Board Members a proposed teleconference date and time, with at least two days’ notice, by mail, (b) proffer the procedure for convening the teleconference, and (c) request a report back to the initiator as to whether “available” or “not available” at the specified convening time. Three “available” responses shall be required to convene a teleconference at the proposed time Only Sections 2 and 6 of this ARTICLE IV shall impact Teleconference Board Meetings.
Section 8. (as AMENDED by the Directors on September 24, 2006)
Informal Action of Directors. Action taken by a majority of the Directors without a meeting shall constitute Board action if written consent to the action in question is signed by for/fifths (4/5) of the Directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken. The Directors may not amend By-Laws by informal action.
ARTICLE V
Officers
Section 1. (as ADOPTED by the Directors on September 24, 1988)
Number of Officers. The officers of this Corporation shall be a President, one or more Vice Presidents, A Secretary, and Treasurer, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. A person may hold one or more of such offices at one time, except the offices of President and Secretary, but no officer shall sign or execute any document in more than one capacity.
Section 2. (as ADOPTED by the Directors on September 24, 1988)
Election, Term of Office and Qualifications Each officer, except such officers as may be appointed in accordance with the provisions of Section 3 of this Article V, shall be chosen by the Board of Directors and shall continue in office until the annual meeting of the Board of Directors held after his election and until his successor shall have been chosen and qualified, or until his death, or until he shall resign, or shall have become disqualified, or shall have been removed from office.
Section 3. (as ADOPTED by the Directors on September 24, 1988, AMENDED by the Directors on July 13, 2011)
Subordinate Officers and Agents. The Board of Directors from time to time may appoint other officers or agents, each of whom shall hold office for such period, have such authority, and perform such duties as the Board of Directors from time to time may determine. The Board of Directors may delegate to any officer or agent the power to appoint any subordinate officer or agent and to prescribe his respective authority and duties. Subordinate officers or Agents are not eligible to vote on Board matters, not eligible for appointment to Board vacancies unless the appointment was a “Director at Large” in accordance with provisions of Article III, Section 2.
Section 4. (as ADOPTED by the Directors on September 24, 1988)
Removal. Any officer elected or appointed maybe removed by the persons authorized to elect or appoint such officer whoever in their judgment the best interests of the Corporation will be served thereby. The removal of any person from office shall be without prejudice to the contract rights, if any, of the person so removed Election or appointment of an officer or agent shall not of itself create contract rights.
Section 5. (as ADOPTED by the Directors on September 24, 1988)
Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or the Secretary of the Corporation, of if he was appointed by an officer or agent in accordance with Section 3 of this Article V, by giving written notice to the officer or agent who appointed him Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.
Section 6. (as ADOPTED by the Directors on September 24, 1988)
Vacancies. Any vacancy in any office because of death, resignation, removal or disqualification, or any other cause, shall be filled for the unexpired portion of the term in the manner prescribed by these By-Laws for regular appointments or elections to such offices.
Section 7. (as ADOPTED by the Directors on September 24, 1988)
President. The President shall be the chief executive officer of the Corporation, and, subject to the instructions of the Board of Directors, shall have charge of the business, affairs and property of the Corporation and control over its other officers, agents and employees. He shall preside at all meetings of the members and of the Board of Directors at which he may be present. He shall sign, with the Secretary, any deeds and/or mortgages, executed on behalf of the Corporation except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be delegated by the Board Of Directors to some other officer or agent. The President shall do and perform such other duties as from time to time may be assigned to him by the Board of Directors.
Section 8. (as ADOPTED by the Directors on September 24, 1988
Vice President. At the request of the President, or in his absence or disability, the Vice President, and if thee be more than one Vice President,, the Vice President designated by the Board of Directors, or in the absence of such designation, the Vice President designated by the President, shall perform all duties of the president, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties and have such authority as from time to time may be assigned by the Board of Directors.
Section 9. (as ADOPTED by the Directors on September 24, 1988)
Secretary. The Secretary shall keep the minutes of all meetings and actions of the Board of Directors and of the members and shall see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law. He shall be custodian of the records, books, reports, statements and other documents of the Corporation and of the seal of the Corporation, and see that the seal is affixed to all documents requiring such seal. He shall keep at the Corporation’s registered office or its principle office in the State of North Carolina a record of the names and addresses of all members entitled to vote. In general, he shall perform all duties and possess all authority incidents to the office of Secretary and shall perform such duties and have such other authority as from time to time may be assigned to him by the Board of Directors.
Section 10. (as ADOPTED by the Directors on September 24, 1998)
Treasurer. The Treasurer shall have supervision over the funds, securities, receipts and disbursements of the Corporation He shall keep full and accurate accounts of the finances of the Corporation in books especially provided for that purpose, and he shall cause a true statement of its assets and liabilities, as of the close of each fiscal year, and of the result of its operations for such fiscal year, all in reasonable detail, to be made and filed at the registered or principle 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 member for a period of ten (10) years and the Treasurer shall mail or otherwise deliver a copy of the latest such statement to any member upon his written request for same. He shall in general perform all duties and shall have all authority incident to the office of Treasurer and shall perform such other duties and have such other authority as from time to time may be assigned or granted to him by the Board of Directors. He may be required to give a bond for the faithful performance of his duties in such form and amount as the Board of Directors may determine.
Section 11. (as ADOPTED by the Directors on September 24, 1988)
Duties Of Officers May Be Delegated. In case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officer to any other officer or to any Director for the being, provided a majority of the entire Board of Directors concurs therein.
Section 12. (as AMENDED by the Directors on April 15, 2000)
Compensation of Officers. No officer of the Corporation shall be prevented from receiving a salary as such officer or from voting thereon by reason of the fact that he is also a Director of the Corporation. The salaries of the officers of the Corporation, including such officers as may be directors of the Corporation, shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any officer who, has been given power to appoint subordinate officers or agents, as provided in Section 3 of this Article V, the authority to fix the salaries or other compensation of any such officer or agents appointed by him. An officer may be reimbursed for expenses in connection with official duties as an officer.
Section 13. (ADOPTED by the Directors on July 13, 2011)
Communication requirements of Officers. Officers are defined in ARTICLE V, Section 1 (President, one or more Vice Presidents, Secretary or Treasurer) and “Director at Large” as defined in ARTICLE III, Section 2, must have the availability of electronic communications. Board communication via e-mail is require for; Board meeting agenda, Board meeting minutes, Association updates, Financial Reports, Board memo’s and updates, Association proposals and any other Board business needing immediate attention. Officers and “Directors at Large” must ensure complete confidentiality if public electronic communication is used.
ARTICLE VI
Contracts, Loan, Deposits, Checks, Draft, Etc.
Section 1. (as ADOPTED by the Directors on September 24, 1988)
Contracts. Except as otherwise provided in these By-Laws, the Board of Directors may authorize any officer of officers, agent or agents to enter into any contract or to execute or deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. (as ADOPTED by the Directors on September 24, 1998)
Loans No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name, unless and except as authorized by the Board of Directors. Any officer or agent of the Corporation thereunto so authorized may effect loans or advances for the Corporation and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation Any such officer or agent, when thereunto so authorized, may mortgage, ledge or transfer as security or the payment of any and all loans, evidences, indebtedness and liabilities of the Corporation any real property and stock, bonds, other securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same, and do every act and thing necessary or proper in connection therewith. Such authority may be general or confined to specific instances.
Section 3. (as ADOPTED by the Directors on September 24, 1998)
Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks or trust companies or with such bankers or other depositories as the Board of Directors my select, or as may be selected by any officer or officers, agent or agents of the Corporation to whom such power may from time to time be given by the Board of Directors.
Section 4. (as ADOPTED by the Directors on September 24, 1988)
Checks, Drafts, Etc. All notes, drafts, acceptances, checks, and endorsements or other evidences of indebtedness shall be signed by the President or a Vice President and by the Secretary or Treasurer, or in such other manner as the Board of Directors from time to time may determine. Endorsements for deposit to the credit of the Corporation in any of its duly authorized office or agent who may be designated by resolution of the Board of Directors in such manner as such resolution may provide.
Section 5. (as ADOOPTED by the Directors on September 24, 1988)
Loans to Directors and Officers. No loan shall be made by the Corporation to any of its Directors or Officers. The Directors who vote or assent to the making of such loan shall be jointly and severally liable to the Corporation for the amount of such loan until the repayment thereof.
ARTICLE VII
Membership in the Corporation
Section 1. (as AMENDED by the Directors on July 25, 1992)
Membership. Every person who is an owner, by deed or contract, of a one/four hundred sixtieth (1/460th) undivided interest in the Association property, which interest is subject to the assessments of the Association, shall be a member of the Association. For the purpose of these By-Laws, owners shall be defined as any person, firm, corporation or other entity holding said undivided interest by deed or contract.
Section 2. (as ADOOPTED by the Directors on September 24, 1988)
Voting Members. The voting members of the Corporation shall consist of all owners as defined above, whether one or more persons or entities, whether entirely or jointly or in common with others, owning, by deed or contract, a one four hundred sixtieth (1/460th) undivided interest in the Corporation property together with rights appurtenant thereto, but not including any mortgagee or holder has acquired pursuant to foreclosure or any proceeding or conveyance in lieu of foreclosure. Said owners shall have full rights to receive notice of, appear, participate in and be heard at all membership meetings and shall otherwise possess all rights and obligations afforded voting members.
Section 3. (as AMENDED by the Membership on November 4, 2000)
Terminating Membership. A member’s membership in the Corporation is automatically terminated upon his death or upon the title and/or interest in and to his unit/week being transferred out of him in any manner, whether by voluntary conveyance, a foreclosure, for taxes due any governmental authority or foreclosure of a mortgage or deed of trust, or by execution against the real property to satisfy any lien or judgment Whenever payments of a member’s annual maintenance fees shall be in arrears nine days after the current year occupancy date, the Board of Directors shall declare the membership abandoned and proceed with arrangements for public sale if that unit/week under the appropriate North Carolina statutes. The proceeds of such sale shall be allocated; 1st to the costs of the sale; 2nd to annual fees, collection fees, and interest due the Corporation, and 3rd to the former member. If the whereabouts of the former member is unknown, any reside shall be placed in escrow in the contingency fund described in Article VIII, Section 6, but may be reclaimed by the former member within ten years of the date of the sale. Any assets of the Corporation remaining after the satisfaction of all liabilities of the Corporation shall be divided pro rata among those members of the Corporation in the same percentages as the percentage of each member’s undivided interest in the Association property.
Section 4. (as AMENDED by the Directors on April 15, 2000)
Transfer of Membership. Each membership in the corporation shall be appurtenant to the ownership of unit/week in OCAN VILLAS and no membership shall be transferred or assigned except upon the transfer of the record title to the unit/week itself.
Section 5. (as AMENDED by the Directors on April 15, 2000)
Suspension of Membership. The Board of Directors shall have the authority to suspend a membership, including the right to vote on any matter requiring a membership vote, if that member is in default in excess of $25 in the payment of the Assessment for Common Expenses levied by the Corporation, and said suspension shall remain in effect until such assessment has been paid. The Board of Directors further shall have the authority to suspend a membership, after due notice and hearing, for any violation of any rule or regulation established by the Declaration of OCEAN VILLAS, these By-Laws or by the Board of Directors governing the use of the Common Areas and Facilities, and said suspension shall remain in effect until said violation has been corrected, terminated or satisfied.
ARTICLE VIII
Administration Of The Corporation
Section 1. (as AMENDED by the Directors on July 25, 1992)
Management. The management of the Corporation shall be the responsibility of the Board of Directors pursuant to the general powers vested in said Board in Section 1 of Article III above. The Board of Directors shall be responsible for contracting with various individuals, firms and corporations, whether one or more, for the maintenance and operation of all the Common Elements of the Association property, said contract not to exceed a term of three (3) years. The Board of Directors shall have the authority to revise, alter or terminate all contracts and agreements, or dismiss any personnel, wherein the service to be performed or undesirable, or is not of the caliber of that contract for. The Board of Directors shall direct the Treasurer to pay all routine maintenance costs anticipated and set out in the annual operating budget and also to pay for all services contracted for by the Board of Directors pursuant to the terms of any and all such contracts. All other expenditures shall be made only after the written consent has been obtained from a majority of the Board of Directors then in office. The Treasurer shall file such written consents with the books of the Corporation.
Section 2. (as AMENDED by the Directors of June 28, 2000 and AMENDED by the Directors on July 13, 2011)
Common Assessments. All unit/week owners shall pay their share of the Common Assessments according to the Declaration as determined by the budget which shall be adopted at each annual meeting of the members, or subsequently amended by any special meeting of the members, or by the 31st day of January of the assessment year or be subject to a $25 late payment collection fee and interest at a rate of 1.5% per month on the unpaid balance thereafter, unless said late payment fee and interest are waived by the Board of Directors. When a unit/week owner, for reasons of hardship acceptable to 80% of the Board membership, is unable to pay maintenance fees due for a previous year or years, the Board may waive prior year fees conditional upon the unit/week owner’s payment of current year fees within ninety days of the Board’s granting of a waiver. The Board of Directors shall, prior to the annual meeting of the members, prepare and adopt a budget for the ensuing year showing anticipated receipts and disbursements for said year to be recommended to the membership for its adoption at its annual meeting. A copy of the proposed budget indicating each unit/week owner’s proposed Assessment shall be sent to each unit/week owner with notice of the annual meeting.
The budget shall contain a provision for a reserve fund sufficient to meet the anticipated replacement of personal property, fixtures and equipment that are Common Elements that will be replaced due to ordinary wear and tear. There shall be adopted a schedule of depreciation for such property in accordance with good and acceptable accounting practices, and the reserve fund shall be maintained in an amount equal to the accumulated depreciation in accordance with this schedule.
Section 3. ( as AMENDED by the Directors on October 10, 2002, and AMENDED By the Directors on September 5, 2004)
Administrative Regulations. The Board of Directors shall have the power and authority to adopt and amend administrative rules and regulations governing the details of the operation and use of the Common Areas and Facilities and governing the personal conduct of the members and their guests or lessors thereon, and such rules and regulations shall remain in force and effect until rescinded or amended by the Board of Directors, or until repealed or altered by the members as hereinafter provided.
Section 4. (as AMENDED by the Directors on July 25, 1992 and AMENDED by the Directors on July 13, 2011)
Receipts and Expenditures. The Board of Directors shall keep detailed, accurate records in chronological order of the receipts and expenditures affecting the Common Areas and Facilities, specifying and identifying the maintenance and repair expenses of the Common Areas and Facilities and any other expenses incurred. Both said records and the vouchers supporting the entries thereupon shall be available for examination by all the unit/week owners, their duly authorized agents or attorneys, at convenient hours on working days that shall be set and announced for general knowledge. All books and records shall be kept in accordance with good and accepted accounting practices shall be available for examination by all the unit/week owners, their duly authorized agents or attorneys, at convenient hours on working days that shall be set and announced for general knowledge. All books and records shall be kept in accordance with good and accepted accounting practices.
An Audit Committee of 2 or more Association members in good standing , a majority of whom shall not be current Board members, shall be appointed by the President, with the approval of the Board, to audit during the first quarter of each year all Association financial records for the preceding year. The Board may authorize use of unoccupied units by Audit Committee members and provide for reimbursement of travel and meal costs, as appropriate.
Section 5. (as AMENDED by the Directors on April 15, 2000)
Assessment Statements. The Board of Director upon request of a grantee of a unit/week , shall furnish said grantee a statement of the unpaid assessments against said grantee’s grantor, and such grantee shall not be liable for, nor shall the unit/week conveyed to said grantee be subject to a lien for, any unpaid assessments in excess of the amount therein set forth.
Section 6. (as ADOPTED by the Directors on September 24, 1988)
Contingency Fund. Commencing in 1990, every budget adopted must provide for the creation or continuation of a contingency fund to be used in the event of any casualty loss to any Common Element or Facility. To establish or continue the contingency fund, the periodic payments which each member would otherwise be required to pay, as determined by the budget without reference to the contingency fund, shall be increased by at least five percent (5%). The payments are herein provided for the contingency fund shall be effective at all times unless otherwise approved by the members in the adoption of the budget.
The contingency fund so collected shall be maintained in a separate account And may be used only to replace or repair Common Elements or Facilities which are lost or destroyed by fire, storm, theft, or other casualty not adequately covered by insurance. The term “other casualty” shall be deemed to include any event due to some sudden, unexpected or unusual cause, but in no event shall the contingency fund be used for the payment of that portion of any loss or damage due to ordinary wear and tear.
Section 7. (as ADOPTED by the Members on November 9 1991)
Reserve for Delinquent Accounts. The Board may include in its annual budget recommendation, for allocation of a Reserve for Delinquent Accounts, an amount not-to- exceed 6% of the estimated needs for operations and additions to other reserve accounts. Unpaid annual maintenance fees as of December 31st shall be charged to this account. Subsequent late annual maintenance fee collections shall be credited to this account The account balance (plus or minus) at the time of annual budget preparations shall be the prime factor in the Board’s determination of the amount it will recommend in the budget for the forthcoming year.
Section 8. (as ADOPTED by the Board of Directors on June 5, 1999.
Ad Hoc Committees. The President may from time to time appoint Ad Hoc Committees of Association Members, including always at least one current Board Member on each such committee, subject to approval of a majority of the Board of Directors. Each such committee shall be appointed for a specific purpose and shall report its findings to the Board within a designated time period.
ARTICLE IX
General Provisions
Section 1. (as ADOPTED by the Directors on September 24, 1988)
Corporate Seal. The Corporate Seal shall be in such form as shall be approved from time to time by the Board of Directors.
Section 2. (as ADOPTED by the Directors on September 24, 1988)
Fiscal Year. The fiscal year of the Corporation shall be established by resolution of the Board of Directors
Section 3. (as ADOPTED by the Directors on September 24, 1988)
Dividends. No dividend shall be paid and no part of the income shall be distributed to members, directors, or officers.
Section 4. (as ADOPTED by the Directors on September 24, 1988)
Stock. The corporation shall not have nor issue shares of stock.
Section 5. (as ADOPTED by the Directors on September 24, 1988)
Waiver of Notice. Whenever any notice is require to be given to any member or director under the provisions of the North Carolina Non-Profit Corporation Act, or under the provisions of the Charter or By-Laws of this Corporation, a waiver thereof, in writing signed by the person entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
Section 6. (as ADOPTED by the Directors on September 24, 1988)
Inspection of Books and Records. Any member, his agent or attorney, has the right to inspect all the books and records of the Corporation for any purpose at any reasonable time.
Section 7. (as AMENDED by the Directors on September 24, 2006)
Amendments. Except as otherwise herein provided, these By-Laws may be Amended or repealed and new By-Laws may be adopted by the affirmative vote of those persons representing not less than sixty percent (60%) of those present in person or by proxy at a regular or special meeting of the members; or by not less than four/fifths (4/5) of the members of the Board of Directors then in office. All members of the corporation shall immediately be bound by any amendment enacted as herein specified.
Notice of proposed amendments shall be provided in writing prior to the meeting at which they are considered. By-Law amendments to be considered by the Board shall be provided to all board members at least three days before the meeting at which they are considered.
By-Law amendments to be considered by the membership shall be provided to all members prior to or simultaneous with the mailing of proxy forms for the meeting at which they are to be considered.
Section 8. (as AMENDED by the Membership on November 5, 1994)
Definitions. The definitions of terms used in the North Carolina Non-Profit Corporation Act and the Declaration of Unit Ownership of OCEAN VILLAS Homeowners Association shall be applicable where such terms are used in these By-Laws
CERTIFICATION
I certify the foregoing to be a true copy of the By-Laws of the OCEAN VILLAS Homeowners Association, Inc., as adopted by its Board of Directors on September 24, 1988, amended by the Board of Directors on August 7, 1991, amended by the General Membership at its Annual Meeting of November 9, 1991, amended by the Board of Directors on July 25, 1992, amended by the General Membership at its Annual Meeting of November 5, 1994, amended by the Board of Directors on November 9, 1996, amended by the Board of Directors on June 5, 1999, amended by the Board of Directors on April 15, 2000, amended by the Board of Directors on June 28, 2000, amended by the General Membership at its Annual Meeting of November 4, 2000, amended by the Board of Directors on October 10, 2002,amended by the Board of Directors on May 22, 2004, amended by the Board of Directors on September 5, 2004, amended by the Board of Directors on Aril 9, 2005, amended by the Board of Directors on October 10, 2005, and amended by the Board of Directors on September 24, 2006, and amended by the Board of Directors on July 13, 2011.
Sandra H. Brant
1982 – 2011 Member
Board of Directors, 2011
October 31, 2011
