‘BY-LAWS OF THE FIVE OAKS RECREATIONAL ASSOCIATION, INC.
ARTICLE I .
The name of the corporation is THE FIVE OAKS RECREATIONAL ASSOCIATION, INC., hereinafter referred to as the “Recreational Association”. The principal office of the corporation shall be located at 2514 University Drive, in the City of Durham, North Carolina, but meet-
. ings of members and directors may be held at such places within the State of North Carolina, County- of Durham, as may be designated by the Board of Directors.-
Section 1. “Recreaional Association” shall mean and refer to THE FIVE OAKS RECREATIONAL ASSOCIATION, INC., its successors and assigns
Section 2. “Properties” shall mean and refer to that certain real property described in the Articles of Incorporation for this Corporation, as the “Development Area”, and such additions thereto as may hereafter be brought within the jurisdiction of the Recreational Association.
Section 3. “Recreational Area: shall mean all property owned by the Recreational Association for the common use and enjoyment of the Owners.
Section 4. “Unit” shall mean and refer to any condominium unit constructed and existing upon the Properties, or any portion thereof, and established as a condominium unit by virtue of a Declaration of Unit Ownership filed under the provisions of Chapter 47A of the General Statutes of North Carolina.
Section 4.1. “Lot” or “Townhouse Lot” shall mean and refer to any plot of land shown upon any recorded sub-division map of the properties, excepting common areas, areas reserved for construction of condominium units and areas reserved for development of single family detached homes or patio homes.
Section 4.2. “Patio Home” shall mean and refer to any residences or residential building within the Development Area which is not subject to, or to be subject to, the North Carolina Unit Ownership Act and which is not, or not to be, a townhouse lot, and which is, or is to be, subject to assessments IF- this Recreational Association. ,
Section 5. “Owner” shall mean and refer to the record owner, whether one or more persons or entities, of a fee simple title to any patio home, Townhouse Lot or condominium unit, which is part of, or constructed upon, the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
Section 6. “Declarant” shall mean and refer to HIC MANAGEMENT CORPORATION OF N. C., its successors and assigns, if such successors or assigns should acquire a portion of the properties from the Declarant for the purpose of development.
Section 7. “Declaration” shall mean and refer to any Declaration of Unit Ownership or Declaration of Covenants, Conditions and Restrictions applicable to the Properties recorded in the Office of the Register of Deeds of Durham, North Carolina.
Section 8. “Member” shall mean and refer to those persons entitled to membership as provided in any such Declaration and/or the Articles of Incorporation of this Corporation.
MEETINGS OF MEMBERS
Section 1. Annual Meetings. The first annual meeting of the members shall be held on the .15T day of .December , 1976___, and each subsequent regular annual meeting of the members shall be held on the same day of the same month of each year thereafter,,at.the hour of eight o’clock p.m. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday.
Section 2. Special Meeting. be called at any time by the President written request of the members who are all of the votes of the membership. Special meetings of the members may or by the Board of Directors, or upon entitled to vote one-fourth (1/4) of all of the votes of membership.
Section 3. Notice of Meetings. Written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least fifteen (15) days before such meeting to each member entitled to vote thereat, addressed to the member’s address last appearing on the books of the Recreational Association, pr supplied by such member to the Recreational Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the purpose of the meeting.
Section 4. Quorum. The presence at the meeting of members entitled to case, or of proxies entitled to. case, one-tenth (WO) of the votes of the membership shall constitute a quorum for any action except as otherwise provided in a Declaration, the Articles,of Incorporation, or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn:the meeting from time to time, without notice other than announcement at the.meeting, until a quorum as aforesaid shall be present or represented.
Section 5. Proxies. At all meetings of membtrs, each member may . vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his unit.
BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE
Section. 1. Number. The affairs of this Recreational Association shall be managed by the Board of Directors, which Board shall. consist of not less than three. directors nor more than twelve directors, the exact number of directors required from time to time to be fixed by Resolution of the Board of Directors of this Corporation. Said directors must be members of the Recreational Association, officers of a corporation owning an individual patio home, condominium unit or townhouse lot or a partner in a partnership owning an individual patio home, condominium unit, or a townhouse lot, except as provided in Section 6 of this Article IV.
Section 2. Term of Office. The initial Directors of thiS Association shall be appointed by the Declarant and shall consist of five Directors; one of whom will have a term of one year, two of whom will have a term of two years, and two of whom will have a term of three years. At the first annual meeting of the Members, the Members. shall elect one Director. to fill the vacancy of the Director whose term has expired and thereafter, the Members shall fill the vacancies of -the Directors whose terms expire. In the event of any .increase in the number of directors, the additional directors shall be elected so that each respective “third” of directors shall be increased equally, as nearly as may be, and; in the event of any decrease in the number’of directors, each respective “third” of directors shall.be decreased eqtlally, as nearly as may be.
Section 3. Removal. Any direct4r-may be removed from the Board, with or without cause, by a majority vote of the members of the Recreational Association. In the event of death, resignation.or removal of a director, his successors shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 4. Compensation. No director shall receive compensation for any service he may render to the Recreational Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 5. Action Taken Without a Meeting,. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action sc approved shall have the same effect as though taken at a meeting of the directors.
Section 6. Initial Board. From the time of incorporation until the first annual meeting of members as provided in the Bylaws, the Board shall consist of five persons appointed by HIC Management Corporation of N.C. The persons may be employees of HIC Management Corporation of N.C. and need not own or occupy a patio home, condominium unit or townhouse lot. Until these persons are replaced by elected Board members at the first annual meeting of members, they shall constitute the Board of Directors and exercise all powers and duties granted the Board of Directors in these Articles and the Bylaws of this corporation.
ARTICLE V .
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of,a Chairman, who shall be a members9f the Board of Directors, and two or more members of the Recreational Association. The .Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of members, to. serve from the close.of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee-shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members only.
Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as_they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not:permitted.
MEETING OF DIRECTORS
Section 1. -Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.
Section 2. Duties. It shall be the duty of the Board of Directors to:
(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one-fourth DA) of the members who are entitled to vote;
(b) supervise all officers, agents and employees of this Recreational Association, and to see that their duties are properly performed; .
(c) as more fully provided in the Articles of Incorporation, to:
- establish the annual assessment period and fix the amount of the annual assessment against each member at. least thirty (30) days in advance of each annual assess7 ment period;
- foreclose the lien against any Unit or property of a member for which assessments are not paid within thirty (30) days after due date or to bring an action at law against the owner personally obligated to pay the same; and
- send written notice of each assessment to every owner subject thereto at least thirty (30) days in advance of each annual assessment period.
(d) issue, or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;
(e) procure and maintain adequate liability and hazard in surance on property owned by the Recreational Association;
(f) cause all officers or employees to the Association and the officers and employees of any managing agent having fiscal responsibilities to or for the Association to be adequately bonded; and .
(g) cause the Recreational Area to be maintained, the ad valorem taxes to be paid thereon.
Section 3. Powers. The Board of Directors shall have power to:
(a) adopt and publish rules and regulations governing the use of the facilities of the Recreational Association, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;
(b) suspend the voting rights and right to use of the facilities of a member during any period in which such member shall, be in -default in the payment of any assessment levied by the Recreational Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for infraction of published rules and regulations;
(c) exercise for the Recreational Association all powers, duties and authority vested in or delegated to this Recreational Association and not reserved to the membership by other provisions of these Bylaws, or the Articles of Incorporation;
(d) declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and
(e) employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.
ARTICLE VII OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Officers. The officers of this Recreational Association shall be a president and vice president, who shall times be members of the Board of Directors, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create.
Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors and following each annual meeting of the members.
Section 3. Term. The officers of this Recreational Association shall be elected annually by the Board of Directors and each shall hold officE for one (1) year unless he shall sooner resign, or shall be removed, or otherwise be disqualified to serve.
Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Recreational Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 5. Resignation and. Removal. Any officer may be removed from office with or without cause by the Board. .Apy officer may resign at any time by giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in an office may-be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the Officer he replaces.
Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.
Section 8. Duties. The duties of the officers Are as follows:
(a) The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.
(b) The vice president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and ‘discharge such other duties as may be required of him. by the Board. .
(c) The secretary shall record the votes and keep the minutes . of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Recreational Association p and affix, it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Recreational Association together with their addresses, and shall perform such .other duties as required by the Board.
(d) The treasurer shall receive and deposit in appropriate bank accounts all monies of the Recreational Association and shall disburse such funds as directed by resolution of the Board of Directors; :shall sign all checks and promissory notes-of the Recreational Association; keep proper books of account; cause an annual audit of the Association’s .books-t9 be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be represented to the membership at its regular annual meeting, and deliver a copy of each to the members.
ARTICLE VIII •
The Recreational Association’s Board of Directors shall appoint a Nominating Committee, as provided in these By-Laws. In addition, the Board of Directors shall appoint other committees deemed appropriate in -carrying out its purpose. ‘
BOOKS AND RECORDS
The books, records and papers of the ReCreational Association shall at all times, during reasonable business hours, be subject to in- spection by,any member. The Articles of Incorporation and the By-Laws of the Recreational Association shall be available for inspection by any member at the principal office of the Recreational Association.
ARTICLE X ASSESSMENTS
As more fully provided in the Articles of Incorporation, each member is obligated to pay to the Recreational Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessment which is not paid when due shall be delinquent. If the assessment is not paid within thirty (30) day’s after the due date, the assessment shall bear interest from the date of delinquency .at the rate of six percent (6%) per annum, and the Recreational Msociation may bring an acticn at law against the Owner personally obligated to’ pay the same or foreclose the lien against the property and interest, costs, and reasonable attorney’s fees of any such-action shall be added to the amount of such assessment. No Owner may waive or otherwise escape a liability for the assessments provided for herein by nonuse of . the Common Area or abandonment of his Unit or property.
• The Recreational Association shall have a seal in circular form having within its circumference the words: The Five Oaks Recreational – Association,.Inc., Corporate Seal, North Carolina, 1975.
Section I. These Bylaws may be amended, at a regular or sPecial meeting of-the members, by the affirmative, vote of 75% of the membership, that is, three-fourths (3/4) of the total votes of both-the Class A membership and Class B membership; if any. .
Section 2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control.
ARTICLE XIII FISCAL YEAR
The fiscal year of the Recreational Association shall begin on the 1st day of April and end on the 31st day of March of every year, except that the first fiscal year shall begin, on the date of incorporation.
IN WITNESS WHEREOF, we, being all of the Directors of The Five Oaks Recreational Association, Inc. have hereunto subscribed our names and affixed the seal of said Recreational Association, this the 9th day of December 1975 .
I, the undersigned, do hereby certify:
THAT I am :the duly elected and acting Secretary of THE FIVE OAKS RECREATIONAL ASSOCIATION, INC., a North Carolina non-profit corporation; and
THAT the foregoing Bylaws constitute the original Bylaws of said Recreational Association, as duly adopted at a meeting of the Board of Directors thereof, held on the 9th day of December , 1975 .
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Recreational Association, this the 9th December 19 75 .
SUBDIVISION STREETS DISCLOSURE STATEMENT
Phase 1, Section 3
4100 Five Oaks Drive
Five Oaks Drive
This is to certify that:
1. Five Oaks Drive is constructed as a public street.
2. Five Oaks. Drive has been constructed by the developer and seller in accordance with the standards for subdivision streets adopted by the Secondary Roads Council for acceptance on the highway system as of the date of construction of this street, as a public street.
3. “All drives and parking areas have been constructed as a private street.. The responsibility and consequences. of maintenance of the private street will rest with the Five Oaks Home Owners Association.
4. The private street is not Constructed to minimum standards for subdivision streets adopted by the Secondary Roads Council for acceptance on the highway system. .
Owner and Developer:
HIC MANAGEMENT CORP. OF N. C:
The undersigned buyers hereby acknowledge receipt of a duplicate original of the Subdivision Streets Disclosure Statement this the _________________________ day of”________________ 19
SUBDIVISION STREETS DISCLOSURE STATEMENT
This is to certify that:
1. Butternut Drive•s constructed as a public street.
2. Five Oaks Drive and Butternut Drive’ have been constructed by the developer and seller in accordance with the standards for subdivision streets adopted by the Secondary.Roads Council for acceptance on the highway systeM as of.the date of construction of this street, as a public street.
3. The responsibility and consequences of maintenance of the street will rest with the public authority and/or developer. The street is constructed to minimum standards for subdivision streets adopted by the Secondary Roads Council for acceptance on the highway system.
. Owner and Developer
HIC MANAGEMENT CORP. OF N.C.
The undersigned buyers hereby acknowledge receipt of a duplicate original of this Subdivision Streets’Disclosure Statement this the ____ day of ___________, 19___.