By-Laws were accepted at the annual meeting, January 8, 2016
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CEDAR LANDING II and CREEK ESTATES
ROAD MAINTENANCE ORGANIZATION
HAMPSTEAD, NC 28443
A NON PROFIT ORGANIZATION
ARTICLE 1 – BYLAWS
- SCOPE OF BYLAWS
The Bylaws shall provide for the Management and Government of the Organization subject to the Articles of Incorporation.
ARTICLE 2 – MEMBERSHIP
SECTION 1. MEMBERSHIP QUALIFICATIONS
Membership in the Organization is limited to property owners as stated in the Articles of Incorporation.
SECTION 2. VOTING RIGHTS
All dues paying members shall have the right to cast one vote per lot owned. Any member who has delinquent dues shall not have the right to cast a vote. Any fees not paid within the Calendar Year of the Organization will be considered delinquent.
SECTION 3. TERMINATION OF MEMBERSHIP
The membership will run concurrent with the ownership of property in Cedar Landing II or Creek Estates.
SECTION 4. TRANSFERABILITY
Membership in the Organization will be transferred only through the sale or title transfer of property in Cedar Landing II or Creek Estates at which time the new owner MUST become an Organization member.
SECTION 5. DUES/ INVOICES
There shall be annual fees of $150.00 with optional payments of $150.00 annually, $75.00 semi-annually, $37.50 quarterly, $12.50 monthly.
Invoices will be mailed Semi-annually. These new fees will become effective January 1, 2016. If there should be a need to adjust fees, this shall be done thru the majority of the Paying Members.
ARTICLE 3- MEETINGS
SECTION 1. REGULAR MEETINGS
Regular Meetings of the Organization shall be held on the second Saturday of each Calendar Quarter during the year at time and place to be designated by the Board of Directors.
SECTION 2. SPECIAL MEETINGS
Special meetings may be called by the President or by the Board of Directors, and shall be called upon the written request of a mimimum of five (5) members of the Organization. The purpose of the meeting shall be stated in the call. A quorum shall consist of 25% those members present. At least seven (7) days’ notice shall be given. Seventy-five (75%) of the members of the Board of Directors shall constitute a quorum for the transaction of business.
SECTION 3. ANNUAL MEETING
The regular meeting in the month of January shall be known as the Annual Meeting and shall be for the purpose of electing Officers and Directors, receiving reports of officers and committees, and for any other business that may arise. Copies of Annual Reports shall be presented to the members. A quorum shall consist of those members present.
ARTICLE 4 – BOARD OF DIRECTORS
SECTION 1. MANAGEMENT
The management of the affairs of the Organization shall be vested in the Board of Directors. It shall be the duty of the Board to carry out the affairs of the Organization, and to this end shall exercise all powers of the Organization. Requests requiring the expenditure of the funds in excess of $100.00 must be submitted to the Board for review prior to action by a committee. The Treasurer shall be permitted to spend up to $100.00 per month on non-budgeted items without approval of the general membership of the Organization, i.e. postage and supplies as required.
SECTION 2. MEMBERSHIP AND TENURE
The Board of Directors shall consist of the officers of the Organization and the immediate past President. Other directors shall be appointed as required. The maximum number of members of the Board of Directors shall be not more than five including the elected officers and the past President. The term of office of each Director shall hold office until a successor is appointed or elected.
SECTION 3. REGULAR MEETINGS
See Article three Section one.
SECTION 4. SPECIAL MEETING
Special meetings of the Board of Directors may be called by the President or at the request of any two Directors, and shall be held at a place to be determined by the Directors.
SECTION 5. NOTICE
Notice of any special meeting of the Board of Directors shall be given at least seven (7) days prior to the meeting date.
SECTION 6. QUORUM
Seventy-five (75%) of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the Directors present may adjourn the meeting from time to time without further notice.
SECTION 7. BOARD DECISIONS
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, unless the act of a greater number is required by these Bylaws.
SECTION 8. VACANCIES
Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of a decrease in the number of Directors, shall be filled by the President and Board of Directors. A Director appointed to fill a vacancy shall serve for the unexpired term of his/her predecessor in office.
ARTICLE FIVE- OFFICERS
SECTION 1. OFFICERS
The offices of the Organization shall be a President, Vice President, Secretary and Treasurer. These officers shall perform those duties prescribed by these Bylaws, by resolutions and directives of the Board, and by parliamentary authority adopted by the Organization.
SECTION 2. ELECTION AND TERM OF OFFICE
At the regular October meeting of the Organization a Nominating Committee of five members of the Organization shall be appointed by the President. It shall be the duty of this committee to recommend a slate of candidates for the offices to be filled at the annual meeting. All candidates for elective offices must be Organization members and Permanent Residents of the Organization. The Nominating Committee shall report at a regular meeting of the Organization one month prior to the annual meeting. Elections will be held at the annual meeting. The President shall not serve on the Nominating Committee. Additional nominations from the floor shall be permitted at this time. Each officer shall serve for one year or until a successor has been elected or appointed and qualified. Initial election of Board of Directors will be the first membership meeting on January 9, 2016.
SECTION3. REMOVAL FROM OFFICE
Any elected or appointed officer may be removed from office by a majority vote of a quorum of members at the next regularly scheduled meeting of the Organization upon recommendation of the Board of Directors whenever in its judgment the best interest of the Organization would be served thereby.
SECTION 4. VACANCIES
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the President and Board of Directors for the unexpired portion of the term.
SECTION 5. POWERS AND DUTIES
The officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board of Directors. In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge such duties as officers of the same title serving in nonprofit Organizations having the same or similar general purposes and objectives at this Organization.
The principle duties of the President shall be to preside at all meetings of the members and the Board of Directors, and to have supervision of the affairs of the Organization.
The principle duties of the Vice-President shall be to preside at meetings of the members and the Board in the absence of the President and shall also perform such duties as from time to time be specified in resolutions or other request of the Board of Directors.
The principle duties of the Secretary shall be to keep a record of all of the proceedings of regular membership meetings and Board of Directors meetings and to systematically keep all book, papers, records and documents belonging to the Organization or any and all pertaining to the business thereof.
The principle duties of the Treasurer is to keep an accurate account of all monies, credits and property of any and every nature of the Organization which shall come into his/her hands, and to keep an accurate account of all monies received and disbursed and of proper vouchers for monies disbursed, and to render such accounts, statements, and inventories of monies received and disbursed, and of money and property on hand, and generally of all matters pertaining to his/her office as shall be required by the Board of Directors, and to submit a written report of same to the members at each regular meeting of the Organization.
ARTICLE 6. COMMITTEES
The Board of Directors may provide for appointments of such additional committee Officers as they deem necessary in the best interest of the Organization.
SECTION 1. CREATION
The Board of Directors shall appoint a Road Committee consisting of 3 members to make recommendations, coordinate and supervise the Contractors or other members working the Road. The President or his appointed representative shall Chair the Committee.
SECTION 2. TERM OF OFFICE
Each member of the Committee shall continue as such until the next annual meeting of the Directors and until a successor is appointed.
SECTION 3 VACANCIES
Vacancies in the membership of the Committee may be filled by appointment of the President.
SECTION 4. QUORUM
Unless otherwise provided in the resolution of the Board designating a committee, a majority of the whole committee shall constitute a quorum and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
SECTION 5. MEMBER RESPONSIBILITIES
It is the responsibility of each member to keep ditches bordering their property clean of leaves and brush and other items that hinder the flow of water.
ARTICLE 7 – CONTRACTS, DEPOSITS, CHECKS AND FUNDS.
SECTION 1. CONTRACTS
The Board of Directors may authorize any officer or officers, of the Organization, in addition to the offices so authorized by the Bylaws,
To enter into contract or execute and deliver any instrument in the name of and on behalf of the Organization, and such authority may be general or confined to specific instances.
SECTION 2. CHECKS, DRAFTS, OR ORDERS
All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Organization, shall be signed by such manner as shall from time to time be determined by resolution of the Board of Directors. Such instruments shall be signed by the Treasurer of the Organization. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President or Vice-President of the Organization.
SECTION 3. DEPOSITS
All funds of the Organization shall be deposited from time to time to the credit of the Organization in such banks, trust companies, or other depositories as the Board of Directors may select.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the Organization any contribution, gift, bequest, or devise for any purpose of the Organization.
ARTICLE EIGHT – BOOKS AND RECORDS
The Organization shall keep records and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and shall keep at the principle office a record giving the names and addresses of the members entitled to vote. All books and records of the Organization may be inspected by any member, or his/her attorney for any proper purpose at any
ARTICLE 9 – GENERAL
SECTION 1. FISCAL YEAR
The fiscal year of the Organization shall begin on January 1, and end December 31.
SECTION 2. AUDIT
Each year the Board of Directors shall arrange for an audit by an audit committee to be appointed by the President to consist of not less than three (3) members of the Organization, none of whom may be officers or Directors of the Organization. Results of the audit shall be presented to the membership as soon as practicable.
SECTION 3. ORDER OF BUSINESS
The order of business at all meetings of the Organization shall be prescribed by the presiding officer. The rules contained in the current edition of Roberts Rules of Order newly revised shall govern all meetings of the Organization on any point not covered in the Bylaws or any special rules of order the Organization may adopt.
SECTION 4. PROPERTY
Items purchased for the Organization by the committees shall be conveyed to the Organization and shall be the property of the Organization. All items not so transferred shall also be the property of the Organization.
SECTION 5. METHOD OF COMMUNICATION
It is the responsibility of each member to provide an e-mail address or their preferred method of communication with the Organization.
The preferred method is by e-mail in order to save on mailing expenses.
ARTICLE 10 – AMENDMENTS
SECTION 1. PROCEDURES
The Bylaws of the Organization may be amended with 30-day advance notice, at any regular or special meeting with a two-thirds (2/3) vote of member’s present provided that the amendment has been submitted in writing at the previous regular meeting. Only the Board of Directors or ten (10%) or more of the membership by signed written petition may initiate an amendment.
SECTION 2. EFFECTIVE DATE
Amendments shall be effective, if approved, on that date, or on the date specified in the amendment.