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BY-LAWS
OF
TIMBERWOOD VILLAGE HOMEOWNERS ASSOCIATION, INC
(A Not-For-Profit Corporation)
ARTICLE I
OFFICES
The principal office of the
Corporation shall be located in the City of Rippon, County of Jefferson
and State of West Virginia . The Corporation may also have such offices
at such other places within or without the State as the Board of
Directors may from time to time determine.
ARTICLE II
MEMBERS
1. (a) The persons
signing the Certificate of Incorporation as Incorporators shall be the
first members of the Corporation, unless they shall have resigned as
such members or unless membership shall otherwise have been terminated.
Thereafter, the eligibility and qualifications for membership, and the
manner of and admission into membership shall be prescribed by
resolutions duly adopted by the Board of Directors of the Corporation or
by such rules and regulations as may be prescribed by the Board of
Directors. All such resolutions or rules and regulations relating to
members adopted by the Board of Directors of the Corporation shall be
affixed to the By-Law's of the Corporation, and shall be deemed to be a
part thereof. Such resolutions or rules and regulations adopted by the
Board of Directors may prescribe, with respect to all members, the
amount and manner of imposing and collecting any initiation fees, dues
or other fees, assessments, fines and penalties, the manner of
suspension or termination of membership, and for reinstatement of
membership, and, except as may hereinafter otherwise be provided, the
rights, liabilities and other incidents of membership.
(b) The right or
interest of a member shall not terminate except upon the happening of
any of the following events: death, resignation, expulsion,
dissolution or liquidation of the Corporation.
2. (a) The Annual
Meeting of Members of the Corporation shall be held on such date or
dates as shall be fixed from time to time by the Board of Directors of
the Corporation. The first Annual Meeting shall be held on a date within
twelve months after the formation of the Corporation. Each successive
Annual Meeting shall be held on a date not more than twelve months
following the preceding Annual Meeting. Special Meetings of members may
be held on such date or dates as may be fixed by the Board of Directors
of the Corporation from time to time and by the members on such date or
dates as shall be permitted by law.
(b) Any Annual or
Special Meeting of Members may be held at such place within or without
the State as the Board of Directors of the Corporation may from time to
time fix. In event the Board of Directors shall fail to fix such place
or time, or in the event members are entitled to call or convene a
Special Meeting in accordance with law, then, in such event, such
meeting shall be held at the principal office of the Corporation.
(c) Annual or
Special Meetings of Members may be called by the Board of Directors or
by any officer of the Corporation instructed to do so by the Board of
Directors, except to the. extent that directors may be required by law
to call a meeting, and shall be called by the Secretary on behalf of the
members, when required to do so by law.
(d) Written notice
stating the place, day and hour of the meeting shall be given for all
meetings. Such notice shall state the person or persons calling the
meeting. Notice for an Annual Meeting shall state that the meeting is
being called for the election of directors and for the transaction of
such other business as may properly come before the meeting. Notices of
Special Meeting shall state the purpose or purposes for which the
meeting is called. At any Special Meeting, only the business stated in
the Notice of Meeting may he transacted thereat. Notice of Meeting shall
be given either personally or by first class mail not less than 10 days
nor more than 50 days before the date of the meeting, to each member at
his address recorded on the records of the Corporation, or at such other
address which the member may have furnished in writing to the Secretary
of the Corporation. Notice shall be deemed to have been given when
deposited with postage prepaid in a post office or other official
depository under the exclusive jurisdiction of the United States Post
Office. Any meeting of members may be adjourned from time to time, in
such event it shall not be necessary to provide further notice of the
time and place of the adjourned meeting if announcement of the time and
place of the adjourned meeting is given at the meeting so adjourned. In
the event the Board of Directors fixes a new record date for an
adjourned meeting, a new notice shall be given, in the same manner as
herein provided. No notice need be given to any member who executes and
delivers a Waiver of Notice before or after the meeting. The attendance
of a member in person or by proxy at the meeting without protesting the
lack of notice of a meeting, shall constitute a waiver of notice by such
member. Any notice of meeting to members relating to the election of
directors, shall set any amendments to the By-Laws of the Corporation
adopted by the Board of Directors, together with a concise statement of
the changes made.
(e) At every meeting
of members, there shall be presented a list or record of members as of
the record date, certified by the officer responsible for its
preparation, and upon request therefore, any member who has given
written notice to the Corporation, which request shall be made at least
10 days prior to such meeting, shall have the right to inspect such list
or record at the meeting. Such list shall be evidence of the right of
the persons to vote at such meeting, and all persons who appear on such
list or record to be tellers may vote at such meeting.
3. At each Annual
Meeting of Members, the
Board of Directors shall present an Annual Report. Such report shall be
filed with the records of the Corporation and entered in the
minutes of the proceedings of such Annual Meeting of Members.
4. (a) The Secretary or
an Assistant Secretary of the Corporation
shall act as Secretary of every meeting. When neither the
Secretary nor an Assistant Secretary is available, the Chairman may
appoint a Secretary of the meeting.
(b) The order of
business at all meetings of members shall be as follows:
• Roll call.
• Reading of the minutes of the preceding meeting.
• Report of standing committees.
• Officers' reports.
• Old business.
• New business.
5. Every member may
authorize another person to act for him by proxy in all matters in which
a member may participate, including waiving notice of any meeting,
voting or participating in a meeting, or expressing consent or dissent
without a meeting. Every proxy shall be signed by the member or his
attorney in fact, and shall be revocable at the pleasure of the member
executing it, except as otherwise provided by law. Except as otherwise
provided by law, no proxy shall be valid after the expiration of eleven
months from its date.
6. The directors may,
but need not, appoint one or more inspectors to act at any meeting or
any adjournment thereof. If inspectors are not appointed, the presiding
officer of the meeting may, but need not, appoint inspectors. Each
appointed inspector shall take and sign an oath faithfully to execute
the duties of inspector with strict impartiality and according to the
best of his ability. The inspectors shall determine the number of
memberships outstanding, the voting power of each, the number of
memberships represented at the meeting, the existence of a quorum, and
the validity and effect of proxies. The inspectors shall receive votes,
ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result and do such acts as are
proper to conduct the election or vote of all members. The inspectors
shall make a report in writing of all matters determined by them with
respect to such meeting.
7. Except as provided by
law, the members entitled to cast a majority of the total number of
votes entitled to be cast at the meeting, shall constitute a quorum at a
meeting of members for the transaction of any business. The members
present may adjourn the meeting despite the absence of a quorum. Each
membership shall entitle the holder thereof to one vote. In the election
of directors, a plurality of the votes cast shall elect. Except to the
extent provided by law, all other action shall be by a majority of the
votes cast, provided that the majority of the affirmative votes cast
shall be at least equal to a quorum. Whenever the vote of members' is
required or permitted, such action may be taken without a meeting on the
written consent setting forth the action taken signed by all the members
entitled to vote.
8. The Board of Directors of the Corporation shall fix a record date
for the purpose of determining members entitled to notice of, to vote,
to express consent or dissent from any proposal without a meeting, to
determine members entitled to receive distributions or allotment of
rights, or for any other proper purpose. Such record date shall not be
more than 50 days nor less than 10 days prior to the date of such
meeting or consent or the date on which any distribution or allotment of
rights, as the case may be, is to be made. In the event no record date
is fixed, the record date for the determination of members entitled to
vote at a meeting of members shall be the close of business on the day
next preceding the day on which notice is given, or, if no notice is
given, the day on which the meeting is held. The record date for
determining members for any purpose other than that specified in the
preceding sentence shall be the close of business on the day on which
the resolution of directors relating thereto is adopted. Establishment
of a record date shall apply to any adjournment of any meeting, unless a
new record date is fixed by the Board of Directors for such adjourned
meeting.
9. The
Board of Directors may cause to be issued certificates, cards or other
instruments permitted by law evidencing membership in the Corporation.
Such membership certificate, card or other instrument shall be
non-transferable, and a statement to that effect shall be noted on the
certificate, card or other instrument. Membership certificates, cards or
other instruments, if issued, shall bear the signatures or facsimile
signatures of an officer or officers designated by the Board of
Directors and may bear the seal of the Corporation or a facsimile
thereof.
10. In
the event any capital contribution shall be made or accepted pursuant to
authorization conferred by the Certificate of Incorporation of the
Corporation, each certificate evidencing such capital contribution shall
conform to the law of the State of Incorporation.
ARTICLE
III
BOARD
OF DIRECTORS
1. The
Corporation shall be managed by a Board of Directors. Each director
shall be at least 18 years of age, and shall be a member of the
Corporation during his directorship. The initial Board of Directors
shall consist of one persons. Thereafter, the number of directors
constituting the entire Board shall be no less than three. Subject to
the foregoing, the number of Board of Directors may be fixed from time
to time by action of the members or of the Directors. The number of
Directors may be increased or decreased by action of the members or the
Board of Directors, provided that any action by the Board of Directors
to effect such increase or decrease shall require the vote of a majority
of the entire Board of Directors. No decrease shall shorten the term of
any director then in office.
2. The
first Board of Directors shall consist of those persons elected by the
Incorporators or named as the initial Board of Directors in the
Certificate of Incorporation of the Corporation, and they shall hold
office until the first Annual Meeting of Members, and until their
successors have been duly elected and qualified. Thereafter, at each
Annual Meeting of Members, the membership shall elect directors to hold
office until the next Annual Meeting. Each director shall hold office
until the expiration of the term for which he was elected, and until
his, successor has been duly elected and qualified, or until his prior
resignation or removal as hereinafter provided.
3. (a)
Any or all of the members of the Board of Directors may be removed with
or without cause by vote of the members of the Corporation. The Board of
Directors may remove any director thereof for cause only.
(b)
A director may resign at any time by giving written notice to the Board
of Directors or to an officer of the Corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt
thereof by the Board of Directors or such officer. Acceptance of such
resignation shall not be necessary to make it effective.
4. Newly
created directorships or vacancies in the Board of Directors maybe
filled by a vote of majority of the Board of Directors then in office,
although less than a quorum, unless otherwise provided in the
Certificate of Incorporation of the Corporation. Vacancies occurring by
reason of the removal of directors without cause shall be filled by a
vote of the members. A director elected to fill a vacancy caused by
resignation, death, or removal shall be elected to hold office for the
unexpired term of his predecessor.
5. (a)
A regular Annual Meeting of the Board of Directors shall be held
immediately following the Annual Meeting of Members. All other meetings
shall be held at such time and place as shall be fixed by the Board of
Directors from time to time.
(b)
No notice shall be required for regular meetings of the Board of
Directors for which the time and place have been fixed. Special meetings
may he called by or at the direction of the Chairman of the Board, the
President, or by a majority of the directors then in office.
(c)
Written, oral, or any other method of notice of the time and place shall
be given for special meetings of the Board of Directors in sufficient
time for the convenient assembly of the Board of Directors. The notice
of any meeting need not specify the purpose of such meeting. The
requirement for furnishing notice of a meeting may be waived by any
director who signs a Waiver of Notice before or after the meeting or who
attends the meeting without protesting the lack of notice to him.
6. Except
to the extent herein or in the Certificate of Incorporation of the
Corporation provided, a majority of the entire members of the Board of
Directors shall constitute a quorum. At any meeting held to remove one
or more directors a quorum shall consist of a majority of the directors
present at such meeting. Whenever a vacancy on the Board of Directors
shall prevent a quorum from being present, then, in such event, the
quorum shall consist of a majority of the members of the Board of
Directors excluding the vacancy. A majority of the directors present,
whether or not a quorum is present, may adjourn a meeting to another
time and place. Except to the extent provided by law and these By-Laws,
the act of the Board of Directors shall be by a majority of the
directors present at the time of vote, a quorum being present at such
time. Any action authorized by resolution, in writing, by all of the
directors entitled to vote thereon and filed with the minutes of the
corporation shall be the act of the Board of Directors with the same
force and effect as if the same had been passed by unanimous vote at a
duly called meeting of the Board.
7. The
Chairman of the Board, if any, shall preside at all meetings of the
Board of Directors. If there be no Chairman or in his absence, the
President shall preside and, if there be no President or in his absence,
any other director chosen by the Board, shall preside.
8. Whenever
the Board of Directors shall consist of more than three persons, the
Board of Directors may designate from their number, an executive
committee and other standing committees. Such committees shall have such
authority as the Board of Directors may delegate, except to the extent
prohibited by law. In addition, the Board of Directors may establish
special committees for any lawful purpose, which may have such powers as
the Board of Directors may lawfully delegate.
ARTICLE
IV
OFFICERS
1. The
Board of Directors may elect or appoint a Chairman of the Board of
Directors, a President, one or more Vice-Presidents, a Secretary, one or
more Assistant Secretaries, a Treasurer, one or more Assistant
Treasurers, and such other officers as they may determine. The President
may but need not be a director. Any two or more offices may be held by
the same person except the office of President and Secretary.
2. Each
officer shall hold office until the Annual Meeting of the Board of
Directors, and until his successor has been duly elected and qualified.
The Board of Directors may remove any officer with or without cause at
any time.
3. (a)
The President shall be the chief executive officer of the Corporation,
shall have the responsibility for the general management of the affairs
of the Corporation, and shall carry out the resolutions of the Board of
Directors.
(b)
During the absence or disability of the President of the Corporation,
the Vice-President, or, if there be more than one, the Executive
Vice-President shall have all the powers and functions of the President.
The Vice-President shall perform such duties as may be prescribed by the
Board of Directors from time to time.
(c)
The Treasurer shall have the care and custody of all of the funds and
securities of the Corporation, and shall deposit said funds in the name
of, the Corporation in such bank accounts as the Board of Directors may
from time to time determine. The Treasurer shall, when duly authorized
by the Board of Directors, sign and execute all contracts in the name of
the Corporation when counter-signed by the President; he may also sign
checks, drafts, notes and orders for the payment of money, which shall
have been duty authorized by the Board of Directors and counter-signed
by the President.
(d)
The Secretary shall keep the minutes of the Board of Directors and the
minutes of the members. He shall have custody of the seal of the
Corporation, and shall affix and attest the same to documents duly
authorized by the Board of Directors. He shall serve all notices for the
Corporation which shall have been authorized by the Board of Directors,
and shall have charge of all books and records of the Corporation.
ARTICLE
V
MISCELLANEOUS
1. The
Corporation shall keep at the principal office of the Corporation,
complete and correct records and books of account, and shall keep
minutes of the proceedings of the members, the Board of Directors, or
any committee appointed by the Board of Directors, as well as a list or
record containing the names and address of all members.
2. The
corporate seal shall be in such form as the Board of Directors shall
from time to time prescribe.
3. The
fiscal year of the Corporation shall be fixed by the Board of Directors
from time to time, subject to applicable law.
4. (a)
All By-Laws of the Corporation shall be subject to alteration or repeal,
and new by-laws may be made, by a majority vote of the members entitled
to vote in the election of directors, at a special meeting of the
members called for such purpose.
(b)
The Board of Directors shall have the power to make,
alter or repeal, from time
to time, By-Laws of the Corporation, except that the Board may not amend
or repeal any by-law in which control thereof is vested exclusively in
the members. If any by-law regulating an impending election of directors
is adopted, amended or repealed by the Board, there shall be set forth
in the notice of the next meeting of members for the election of
directors, the by-law so made, amended or repealed, together with a
concise statement of the changes made.
5.
See Attachment A
ATTACHMENT A
1. The
association shall be non-profit.
2. The
purpose of the association shall be to matters which reasonable relate
to the operation and maintenance of water or sewerage systems.
3. Membership
in the association shall be for each owner of an improved property in
the development. Membership is based on lot ownership and not by virtue
of election.
4. Each
lot owner shall have one (1) vote per lot owned.
5. Expulsion
of members or cancellation of voting rights is prohibited.
6. Member
suspension is permitted for the period of time water or sewerage bills
are unpaid. Liens for non-payment of water bills is permitted. Water can
be shut off only when bill is unpaid and must be restored when the bill
is paid. ,
7. The
corporation shall own
the sewerage disposal system.
8. Voting
rights are permitted by proxy voting.
9. Voting
rights shall be restricted to property with improved lots only.
10. There
shall be no provisions restricting the ownership of improved properties.
11. The
above ten by-laws cannot be changed during the first year of operation
without the approval of the State Department of Health and, after the
first year, only by a two-thirds majority of all eligible voters
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