HomeMy WebLinkAboutVA200200007 Agreements 2002-04-11 (2) rip, 11 ue u5: aop Frank K. Stoner 434-375-3542 p. 2
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BY-LAWS
OF
DUNLORA COMMUNITY ASSOCIATION, INC.
Article I
Name, Membership, Applicabilit Definitions and Functions
Section 1 . Name. The name of the Corporation is Dunlora
Community Association, Inc. , (the "Association"
Section 2 . Membership. The Association shall have two classes
of membership, as is more fully set forth in the Du the Artra ocective
Covenants and Restrictions, (the "Declaration") ,
es of
Incorporation and herein as amended, renewed, or extended from time
to time, the terms of which pertaining to membership are
specifically incorporated by reference herein.
Section 3 . Definitions. The words used in these By-Laws
th in the
hel context
shall same meaning as set prohibit or unless, further defined Declaration,
the P
n
Section 4 . Functions. The functions eevant the
sectionsaofowhich
re
those set out in the Declaration,
are incorporated herein by reference.
Article II
Association
Section 1. Place of Meetings . Meetings of the Association
shallbe held at the onven
P i ent to the Members as may be des
office cignated
iation or t such
ottherer suitable place
by the Board of Directors, either in the Community or as convenient
thereto as possible and practical.
Section 2 . Annual Meeting. The initial annual meeting shall
be held within eight (B) months from the date the Association is
granted a charter by things shall
a d soeasSttoeoccur of Virginia.in October of l each tsubsequent
be set by the Bo
year.
Section 3 . Special Meetings . The President may call special
meetings of the Association. In addition, it shall be the duty of
the President to call a special meeting of the Association if so
directed by resolution of a majority of the Board of Directors or
upon a petition signed by the owners of at least twenty-five (25%)
percent of the lots . The notice of any special meeting shall state
the date, time, and place of such meeting and the purpose thereof.
npr i i uc ua: .yop rrantc K. stoner 434-575-354E p. 3
No business shall be transacted at a special meeting except as
stated in the notice.
Section 4 . Notice of Meetings. It shall be the duty of the
Secretary to mail or to cause ooks of eachvered to Lot a noticee Oofer of
each
record on the Association of
annual or special meeting of the Association stating the purpose
the special meeting, as well as the time and place where it is to
be held. If an Owner wishes notice to be given at an address other
than his or her Lot,
he must have designated by notice in writing
to the Secretary such other address . The mailing or delivery of a
notice of meeting in the manner providedro3.ie shall nthis
Section
serve sht al lebe
e
considered service of notice. days before a meeting.
than ten (10) nor more than forty five (45) Y
Section 5 . Waiver of Notice. Waiver of not o i proper ce of a meting
of the Members shall be deemed the equivalent Any Member may, in writing, waive notice of any otice.
meeting of the
ce a
n
tet
m dg t a
Members, either before or after such meeting. Aten deemed
meeting by a Member, whether in person or by proxy,
waiver by such Member of notice of the time, date, and place
thereof, unless such Member specifically objects to lack of proper
notice at the time the meeting is called to order.
Section 6. Adiournment of Meetings- If any meetings of the
Association cannot be held because a quorum is not present, ag either in
personto of the Members s adjourn o are the meeting to a time resent at such notless than
five ) nor proxy, may 30 days from the time the original
--- (5) more than thirty ( ) ing uorum is
meeting was called. At such adjourned thave etbeena transacted at the
present, any business which min _
meeting originally called may be transacted without further notice.
Section 7 . Vot_ ina• The voting right of the Members shall be
n.
as set forth in the Decla a spon ecifically ec fid the callyArticles of incorporatedcohereinioby
Such voting rights areP
reference.
Section 8 . Proxies. At all meetings of Members, each Member
may vote in person or by proxy. All proxies shall be in writing,
dated, notarized and filed with the Secretary all be no ar later
than the
appointed time of each meeting. Evey proxy the Member of his Lot,an
shall automatically cease upon conveyance e ec by the
of the death or
or upon receipt of notice byr of
judicially declared incompetence of a Member,
form the writ
t ten
n
revocation, or upon the expiration of one (1) year
the proxy.
r any
Section 9 . Ouorum• The quorum
Members requiredat any oannualact oriospecial
n which
is subject to a vote of
meeting of the Association shall be as follows:
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of the Members of the
a meeting n the Maximum
(A) The first timevote on (i) an increaserinided for bm
Asgulartion a called Assessmentto reater than that p
y
subparagraph
Annual ectio greater
VII of
Declaration;tic
sub aaSpeci (a) of Section 3 of parcel of
Special Assessment as provided for by
(ii) le
(iii) the gift or sale of any
VII of the Declaration; as a Common Area or
land and improvements thereon designated
d Common Area; (iv) an Amendment to
theDeclaration;the or
Restricts the presence30e of the
ing
(v) the termination of the Declaration, percent ( ) shall
of Members or proxies entitled torequiredst lrfor such action
total vote of the Membership
constitute a quorum. meeting of the Members of the
time a
(B)
The first action proposed to be taken byA
vote that described in subparagraph ( )
the
Association i called to than on any proxies entitled
above,
Association, Members or
the presence at the meeting of
vote of the Membership
tbove, (15%)
to cast fifteen percentquorum.
required for such action shall constitute a meeting described
quorum is not present at any anymeeting
Ifa the required with the exception of another
in paragraphs (A) or (B) above,
the termination of this Declaration, f proper
callede to vote nn be called subject to the givingor
meeting or meetings may such subsequent meeting the
required quorum at required quorum at
notice and the of the
meetings shall be one-half (1/2)
preceding meeting. the Board of
Ballots by Mail. When desired by f
Section l0 • regular or special
Directors, theretheshall tb sent with
tcof certan motioot on ns
to
oabe
introducedt of the Association, Each ballot which
h
mbermay for vote of ainst the �each such motion. Each
the
Member vote for suchor a shall be counted in however, such
is presentedmqui m meetingt provided,
whether a quorum is
quorum requirements set out in this Article
present tohall not o e motions not appearing unted in non the ballot.
present vote upon
Article III
Board of Directors
The Association shall be governed by
Governance. of four (4 members. The term of
Section 1• consistingthe
determined in accordance with
a Bard of Directorsoto be ofc the Association.
suchov Directors
provisions of the Articles of Incorporation
Section 2 . Election of the Board of Directors.
two classes of
"C" Members (thea "Class
(A) The Board DelectedsbyhClassonsist of
one DirectorClass "A" and "B"
Directors, and three Directors elected by
II" Director) and I" Directors) .
Members (the "Class
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"A" and "B" Membership classes shall
(B) Each Member of Type the total number of votes he
be entitled to as many votes as equals or more of the
is entitled to based on his rowertship of one as computed(by the set
various classifications of P P y cast formulathe to set
tal
out in the Declaration. Each "A" and "B" Member mayto be
number of votes to which he is e^umulative titled rooting each vacancy
not be
filled by a Class I Director. �� �� are divided into
allowed. Members, except for Class
CvotingMemberights and shall not
rs,
classes for the purpose of computing
vote as a class.
Nomination of Directors. Directors shall be
Section 3 . a Nominating
nominated from the floor and may also be nominated bye Board. All
Committee, if such a committee is established
tob by
theirl
candidates shall have a reasonable opportunity
qualifications to the Members and to solicit votes.
regular or special
Section 4 . Removal of Directors. a yaoye or more Directorspca
meeting of the Association duly called,
a majority of the Owners
may be removed, with or without cause, by
and a successor may then and there be elected to fille the
edvacancy
thus created. A Director whose removal
e o a has been of the calling
ythe
Owners shall be given at least ten ( ) given an
of the meeting and the purpose thereof and shall beDirectorn
,$Additionally, any
opportunity to be heard at the meetlJr�
who has three (3) consecutive absences from Board
meetings or who is delinquent in the payment
t of an ssme t for
more than sixty (60) days may be removed bya majority
the
Directors at a duly held meeting.
Section 5. Vacancies . Vacancies in the Board of reason, Directors
s
excluding the removal of a Director by
caused by any shall be filled by a vote of the majority of
of the Association, less than a quorum, at any
the remain Directors, even thougherson so selected shall
meeting of the Board of
ors. Eac the termh P
serve the unexpired portionof the Board
Section 6 . Annual Meetings f The the annuala meeti meeting of the
ng of Directors shall immediatelyoil w
nual
Membership when possible.
Regular meetings of the Board
Section 7 . R belhelde at nsuch time and place as shall be
of Directors may determined from time to time by a majority of the Directors.
Special Meetings._ Special meetings of the Board
Section 8. the President or
of Directors -shall--be held when requested by
any two (2) directors. The notice shall specify
pe cif y the
l time and to be
e
of the meeting and the nature of any iven to each director by one of
considered. The notice shall be giypven
delivery; (b) written
the following methods: (a) bosta a prepaid; (c) by telephone
notice by first class mail, p g
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rlpr 1 1 uL u : dbp crank N. Stoner 4.j4— -/b—edb4�
to the director or to a person at
communication, either directly be expected tot
the director' s home or office wwould
d the reasonably be
or (d) by
communicate such notice promptly or sent
telegram, charges prepaid. All such notices shall be given
to the director' s address or telephone number
classhownil shale
records of the Association. Notices sent by
be deposited into a United States mailbox
oxt e givenby
at least
four
(4) days
before the time set for the meeting. shall be given at leastnal
delivery, telephone, or telegraph company
forty-eight (48) hours before the time set for the meeting.
tions of any meeting
i
sect
Directors, The called and noticed or wherever
hf the Boaard o of taken at a meeting duly held
held, shall be as valid as though is present, and (b)c after regular call and notice, if (a) a eachquorum of the directors not
either before or after the meeting,present signs a written waiver of notice, a consent to holding the
meeting, or an approval of the minutes. The waiver of notice or
consent need not specify the purpose of the meeting. Notice of a
meeting shall also be deemed given to any director who attends the
meeting without protesting before or at its commencement about the
lack of adequate notice.
Section 10 . uorum of Board a majority of Directors.
the At all meetings of
the Board of Directors , and the
constitute a quorum for the transaction
nt abuainess, a at votesh a
of a majority of the directors present
quorum is present shall constitute the decision of the Board
hBoard mof
Directors. A meeting at which a quorum is initially present
continue to transact business, notwithstanding the withdrawal of
if any action taken is approved by at least a majority
directors, g, If any meeting cannot be
of the required quorum for that meeting.a majorityay ofe the directorsb
held because a quorum is not present,
ad ours the meeting to a time
who are present at such meeting may j days from the time
not less than five (5) nor more than thirty (30)
that the original meeting was called. At such adjourned meeting
beena
quorum is present, any business which mire transacted
t havewhich a originally called may
transacted at the meeting
without further notice.
Section 11. Compensation. No director shall receive any
compensation from the Association
Owners. for acting as such unless
approved by a majority of
the Section 12 . Open Meetings. All meetings of the Board shall
be open to all Members, but Members other or deliberation unless expresslyn directors may nso
participate in any discussion
authorized by the Board of Directors.
oard of Directors may
Section in ExeLgALL__IigIsiLi_sla, The in executiveBsession to discuss and
adjourn a meeting and reconvene in which the Association is
vote upon personnel matters, litigation
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ripr II uc uo: .y ip rrank K. Stoner 4;14-575-d54 p. 7
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may become involved,
and
orders of businessbe considered d similarin
Theany and all business to executive
nature of any a session.
session shall first be announced in open
Section 14 . Action Without a Formal Meetin . Any action to
be taken at a meeting
of the directors or any action that may be
taken at a meeting ofn he directors
e ting fo forth the may be taken actionlsoout a taken,eshall
if a consent in writing,
be signed by all of the directors.
Section 15 . Powers. The Board of Directors shall be
responsible for the affairosoQ the sand1theoDeclarationn as set ra»d shall
herein
and in the Articles of Incr pration
have all of the powers and duties necessary nd, as r vid ford by law,nini tration
all
of the Association' s affairs the Declaration, Articles, or these
acts and things as are not by by
By-Laws directed to be done and exercised
db theses Bye Laws or thee
Members. In addition to the duties imp
any resolution of the Association that may power fora d be b response
edl,
the Board of Directors shall have the p
for the following, all of which are set forth by way of
explanation, and shall not act as limitations:
ich
(a) preparation and athetcontr button of each Ownerion of an annual budget ntohthe
there shall be established
common expenses ;
(b) making assessments to defray the Association' s expenses,
establishing the means and methods o£ the installmentsp yments ofnthe
and establishing the pert
annual assessments;
for the operation, care, upkeep, and
(c) providing responsibility
maintenance of all areas which are the maintenance resp
of the Association;
(d) designating, hiring,
and dismissing the personnel
necessary for the operation of the Associaftion
peand, e
wheerre
on
appropriate, providing for the competseti
for the purchase of equipment, supplies, and material to be used by
such personnel in the performance of their duties;
collecting the assessments, depositing the proceeds
(e)
thereof in a bank depository which it shall approve, and using the
proceeds to administer the Association;
(f) making and amending use restrictions and rules and
regulations ;
(g) opening of bank accounts on behalf of the Association and
designating the signatories required;
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hpr it uc un: aip rrank K. stoner p. a
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(h) enforcing by legal means the provisions of the
Declaration, these By-Laws, and the rules and regulations adopted
by it, and bring any proceedings which may be instituted on behalf
of or against the Owners concerning the Association;
(i) obtaining and carrying insurance
against
and p ying the premium
liabilities, as provided in the Declaration,
cost thereof;
ere to
(a paying the cost of
whichall are not idirectlyces dcharge bletto
Association or its
Owners ;
(k) keeping books with detailed accounts of the receipts and
and
expenditures affecting tn the Association and repairnd its expenses and rati any onother
specifying the maintenance
expenses incurred; and
(1) contracting with any person for the performance of
various duties and functions. The Board of Directors shall have the
power to enter intoommon and all functions ofnt agreements with the
the
condominiums, or other associations. Any
Association shall be fully transferable entity.
by
the Board of Directors,
in whole or in part, to any
Section 16. Management Agent. The Board of Directors
may
employ for the Association a professional management agentto
agents at a compensati d s rva serviceshed by as the tBoa d he aof Directorsrd of oshall
perform such duties an
authorize. The term of any management agreement shall not exceed
three (3) years.
Section 17 . Borr_ owing.- The Board of Directors shall have the
power to borrow money for the purpose of repair or restoration of
the Common Property and facilities without the approval of the
Members of the Association; provided, however, the Board of
Directors shall obtain membership approval in the same manner as
for special assessments in the event that the proposed borrowing is
for the purpose of modifying, improving, or adding amenities, and
the total amount of suiaborrowing
outstandingexceeds
debt at any oneexceed
timeFive
Thousand ($5 , 000 . 00) Do
Article IV
Officers
shall
Section 1. Officers. The officersoAny twoso orcmoreooffices
be a President, -secretary, -and Treasurer.
may be held by
andthe same person, excepting the offices of President
SecrPresident Secretary. The o elected
officer must be among
the
be a
members off the Board Directors . No other
director.
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Section 2 . Election Term of Office and Vacabncie Board he
officers of the Association smeet meeting be elected of thea Board annually by
Directors
of Directors at thevacancyin any
following each annual meeting of the Members.removal , otherwisenany
ayibe arising y the Boardse of eofhDi Directors forrthe unexpired portion
may be filled by
of the term.
Section 3 . Remy— Any officer may be removed by the Board
• the best interests of the
of Directors whenever- in its judgment,
Association shall be served thereby.
c
Section 4 . President, The President shall es eat haef
ief
executive officer of the Association and shall preside
meetings of the Association and of the Board of eneral powers and duties
which are.
cn shall have all the p
incident to the office of the president of a corporation organized.
Corporation Act.
under the Virginia Nonstock Corp
Section 5 . Vice President. The Vice President shall, in the
absence or disability of the President, exercise the powers and
generally
perform the duties of the President. He shall Oealsand perform
assist the President and exercise such other rescribed by the Directors.
such other duties as shall be p
Section 6. Secretar The Secretary shall keep the minutes
of all meetings of the Associtbeoksnandf paperBoaa d the eoardves
of
and shall have charge of suchin general, perform all duti
Directors may direct and shall, organized
incideh with Virginia la .secretary of a corporation
in accordance
Section 7 . Treasurer.
The Treasurer shall have the
responsibility for the Association' s d accurate financial records aall
nd
be responsible for keeping full f
books of account showing all receipts and disbursements,
r
preparing all required financial statements and tax returns, and
e
for the deposit of all monies and other valuable effects
agent f t ir►in suchh
name of the Association or in the managing esignated by the Board of
Directors .
as reasureray from time shalloalsoe be act in the President' s absentee
andectors . The Tr powers, duties and responsibilities of
and shall have all
President when so acting. time
Section 8 . Resignation, Any officer may resign at any
the President,
bythe Board of Directors,
or giving eSe re fry. notice e o shall take effect on the date of
or the Secretary. Such resignationce or at any later time specified therein,
the
and receipt of su specified therein, the acceptance of such
and unless otherww h isee sp
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