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Part 2 - Directors
PART TWO: DIRECTORS
SECTION 1. Each year the BOARD OF DIRECTORS shall receive from the Nominating Committee a slate of nominations as described in Article XXIII of these By-laws. No later than October 1st of each year the BOARD OF DIRECTORS shall have caused to be sent to each ACTIVE MEMBER of the ASSOCIATION, the following items relative to the then upcoming annual meeting:
- Notice of the time and place of the upcoming annual meeting filed pursuant to Article XVIII hereof.
- The resumes of all of the candidates for membership to the BOARD filed pursuant to Article XXIII.
- An informative bulletin on the voting rights of the ACTIVE MEMBERS which bulletin shall detail how many votes such ACTIVE MEMBER has, and in what fashion the said number of votes may be cast.
- A proxy statement which may be used by such ACTIVE MEMBER in the event he or she will be absent from the meeting. As each proxy is returned properly executed the same shall be turned over immediately upon receipt to the Holders of Election.
SECTION 2. At the annual meeting of the ACTIVE MEMBERS of the ASSOCIATION, the Chairman shall receive into nominations those persons filed pursuant to Article XXIII and shall also receive nominations from the floor, if same are seconded.
SECTION 3. No later than August 15th of each year the BOARD shall have appointed Two (2) Holders of Election who shall take and subscribe an oath to execute their duty as such satisfactorily, impartially and to the best of their ability. Thereupon, they shall receive any proxy vote properly submitted prior to the time of the annual meeting and shall take charge of the polls at the annual meetings, and after the vote has been taken, shall make a certificate of the result thereof. No DIRECTOR, officer or candidate for office shall be a Holder of Election. If there be a failure to appoint Holders or if any Holder appointed be absent or refuse to act or if his office becomes vacant, the President or Chairman of the meeting present may appoint Temporary Holders of Election.
SECTION 1. The BOARD OF DIRECTORS shall manage the affairs of the ASSOCIATION as authorized and directed by the ACT or the SUBDIVIDED ACT. Such affairs shall include those functions necessary to operate, maintain, and improve the AMENITIES,
COMMON AREA and security force of the ASSOCIATION. The affairs of the ASSOCIATION shall not include the acquisition, management or maintenance of any other business, association, corporation or non-business activity which creates a financial commitment for the ASSOCIATION greater than $1,000.00 without the approval of the ACTIVE MEMBERS. The members of the BOARD shall not be responsible to the MEMBERS of the ASSOCIATION or the ASSOCIATION itself, in their failure individually or collectively to manage the affairs of the CORPORATION, when to do so would constitute a violation of any of the BYLAWS. Each DIRECTOR shall be of legal age and shall be at the time of his or her election an ACTIVE MEMBER in the ASSOCIATION and shall retain such active membership status throughout the full term of office. Failure to retain such active membership status, after being elected to the BOARD shall cause the immediate disqualification of such MEMBER from the BOARD with a vacancy resulting. Each DIRECTOR shall be a citizen of the United States.
SECTION 2. The number of Directors of the Association shall be seven (7). Those SEVEN Directors currently serving as the Members of the Board of Directors shall remain as such until their respective term of office expires. Commencing at the next annual meeting (1996) of the active MEMBERS of the ASSOCIATION the number of new members of the Board of Directors shall be as follows: Three (3) new members of the BOARD OF DIRECTORS shall be elected for terms of three (3) years. In 1997, the ACTIVE MEMBERS shall elect two (2) new members for a three (3) year term. In 1998, the ACTIVE MEMBERS shall elect two (2) new members for a three (3) year term. This Three/Two/Two pattern shall continue for subsequent years. Each new Director shall take office on the date of his election which shall be no later than the fourth Tuesday in October and shall hold office for the said three (3) year term. The number of DIRECTORS of the ASSOCIATION may be increased or decreased from time to time by amendment to these Bylaws, provided, however, that in no event shall the number of DIRECTORS of the ASSOCIATION be less than Three (3). No decrease in the DIRECTORS shall have the effect of shortening the term of any incumbent DIRECTOR. There shall be no decrease in the Three (3) year term of office to be served by each DIRECTOR unless an amendment be made to the ARTICLES OF INCORPORATION shortening such term.
SECTION 3. RESIGNATION AND REMOVAL. Any elected Director may be removed from the Board, with or without cause, by a majority vote of the members of the Association present in person or represented by PROXY at a Special Meeting called for said purpose. The unexcused absence of an Elected Director from three regular meetings of the Board during a term year shall be deemed a resignation. Term year is the period from October through September. This vacated position may be filled as outlined in SECTION 4. An absence may be excused by a majority of the Board of Directors.
SECTION 4. Any vacancy occurring in the BOARD OF DIRECTORS may be filled by the affirmative vote of a majority of the remaining DIRECTORS though less than a quorum of the BOARD OF DIRECTORS, until the next annual meeting when the membership shall fill the vacancy. The candidates having the highest number of votes shall get the longest available terms,
however. This Section shall not apply to any existing member of the BOARD, regardless of the method said member used in obtaining such status.
SECTION 5. The BOARD OF DIRECTORS shall cause to be prepared an annual budget for each fiscal year, which is to be presented no later than the regularly scheduled March meeting for comment by the general membership. The proposed budget shall have been prepared by a person or persons directed to do so by the BOARD OF DIRECTORS, and shall be adopted by the BOARD OF DIRECTORS no later than at its regularly scheduled April meeting.
SECTION 1. The officers of the ASSOCIATION shall consist of a President, Vice President, Secretary, Treasurer and Assistant Secretary. The BOARD OF DIRECTORS may, by resolution duly adopted, add additional Vice Presidents and such other officers and assistant officers as it deems to be in the best interests of the ASSOCIATION. No person shall hold more than one office. The President, Vice President and Treasurer of the ASSOCIATION shall each be a DIRECTOR of the ASSOCIATION.
SECTION 2. The BOARD OF DIRECTORS as soon as practical after the conclusion of the annual meeting of the ACTIVE MEMBERS of the ASSOCIATION, shall elect the officers of the Corporation, each of whom shall, upon acceptance of his respective office, serve for the term of One (1) Year, or until his or her successor is elected and shall qualify.
SECTION 3. Any officer elected may be removed by the BOARD OF DIRECTORS whenever in its judgment the best interest of the ASSOCIATION will be served thereby. Any such removal shall be without prejudice to the recovery of damages for breach of contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract
SECTION 4. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the BOARD OF DIRECTORS.
SECTION 5. The officers of the ASSOCIATION shall each have such power and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the BOARD OF DIRECTORS. The Vice President or Vice Presidents, the Assistant Secretary, or Assistant Secretaries, and the Assistant Treasurer or Assistant Treasurers, shall, in the order of their respective seniorities, in the absence or disability of the President, Secretary or Treasurer, respectively, perform the duties of such office and shall generally assist the President, Secretary or Treasurer, respectively.
SECTION 6. In addition to the powers enumerated in Section 5, the President shall preside at all meetings of the BOARD OF DIRECTORS, shall see that all orders and Resolutions of the BOARD are carried out, shall sign all written instruments on behalf of the ASSOCIATION, and shall be an alternative co-signatory on all checks and promissory notes over amounts determined from time to time by the BOARD OF DIRECTORS. The Vice President shall act in the place and stead of the President in case 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. The Secretary shall record the votes and keep the minutes of the meetings and proceedings of the BOARD and of the MEMBERS, keep the corporate seal of the ASSOCIATION and affix it on all papers requiring said seal, serve notice of meetings of the BOARD of the MEMBERS, keep appropriate current records showing the MEMBERS of the ASSOCIATION and their status and voting rights together with their addresses, and, shall perform such other duties as required by the BOARD. The Treasurer or other officers designated by the BOARD shall receive and deposit in appropriate bank accounts all monies of the ASSOCIATION, shall disburse such funds as directed by resolution of the BOARD OF DIRECTORS, keep proper books of account, and shall cause an annual audit of the ASSOCIATION'S books to be made by a public accountant at the completion of each fiscal year.
MEETINGS OF DIRECTORS
SECTION 1. Meetings of the BOARD OF DIRECTORS, regular or special, shall be held in Stafford County, Virginia, or in an adjoining city or county and upon such notice as these Bylaws prescribe. Attendance of a DIRECTOR at any meeting shall constitute a waiver of notice of such meeting except where a DIRECTOR attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the BOARD OF DIRECTORS need be specified in the notice or waiver of notice of such meeting.
SECTION 2. A majority of the number of DIRECTORS shall constitute a quorum for the transaction of business. 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.
SECTION 3. Any action required to be taken at a meeting of the DIRECTORS of the ASSOCIATION, or any action which may be taken at a meeting of the DIRECTORS may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of DIRECTORS thereof entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote.
SECTION 4. Meetings of the BOARD OF DIRECTORS may be held at any time upon call of the President, a Vice President, Secretary or any three (3) or more DIRECTORS, by oral, telegraphic or written notice, given or mailed to each DIRECTOR of the ASSOCIATION not less than Two (2) days prior to such meeting, if the notice is given orally and Five (5) days if in writing. If the notice hereof is mailed, such notice shall be deemed to be delivered when deposited in the United States mails addressed to the DIRECTOR at his address as it appears in the records of the ASSOCIATION, with postage thereon, prepaid. Any resolution adopted at a meeting of the BOARD OF DIRECTORS which announces the date of the next meeting of the BOARD shall constitute due notice of such meeting, notwithstanding any other provision hereof.
SECTION 5. The BOARD OF DIRECTORS shall allow one-half hour at the beginning of each regular meeting for ACTIVE MEMBERS to speak on any subject so long as that MEMBER provides the Secretary within three hours prior to the meeting notice of his desire to speak.
EXECUTIVE OR CLOSED MEETINGS
SECTION 1. Definitions. The following terms, whenever used or referred to in this Article, shall have the following meanings, respectively, unless a different meaning clearly appears from the context:
- (a) "meeting" or "meetings" means the meetings, when sitting as a body or entity of at least Four (4) members of the BOARD OF DIRECTORS, whenever held, with or without minutes being taken, and whether or not votes are cast and after notice to each MEMBER is made in accordance with Article VIII.
- (b) "official records" means all written or printed books, papers, letters, documents, maps and tapes, photographs, films, sound recordings, reports or other material, regardless of physical form or characteristics, prepared, owned, or in the possession of the BOARD OF DIRECTORS in the transaction of its business.
- (c) "Executive meeting" or "closed meeting" means a meeting of the BOARD OF DIRECTORS from which the ACTIVE MEMBERS in the ASSOCIATION are excluded.
- (d) "open meeting" or "public meeting" means a meeting of the BOARD OF DIRECTORS at which the ACTIVE MEMBERS in the ASSOCIATION may be present.
SECTION 2. Meetings to be Open. All meetings of the BOARD OF DIRECTORS of the ASSOCIATION shall be public and shall be held only after due notice thereof is given with a quorum present, pursuant to the terms as otherwise stated in these Bylaws; excepted from this requirement are Executive or Closed Meetings and meetings of the Executive Committee of the BOARD OF DIRECTORS. Official records shall be kept on the actions taken at such meetings in compliance with the other requirements of these Bylaws.
SECTION 3. Executive or Closed Meetings.
(A) Executive or Closed Meetings of the BOARD OF DIRECTORS of the ASSOCIATION may be held only for the following purposes:
- (1) Discussion or consideration of employment, assignment, appointment, promotion, performance, demotion, salaries, disciplinary, resignation, or cancellation of contract of any officer, DIRECTOR, employee, appointees, or independent contractors of the ASSOCIATION.
- (2) The protection of the privacy of individuals or the Developer in personal matters.
- (3) Consultation with legal counsel and briefings by staff members, consultants or attorneys, pertaining to actual or potential litigation, or other legal matters within the jurisdiction of the Association and the Board of Directors thereof and discussion or consideration of such matters, without the presence of counsel, staff, consultants, or attorneys.
(B) No meeting of the BOARD OF DIRECTORS shall become an Executive or Closed Meeting unless there shall have been recorded in open meeting an affirmative vote to that effect by the BOARD OF DIRECTORS holding such meeting, which motion shall state specifically the purpose or purposes hereinabove set forth in this Article which are to be the subject of such meeting and a statement included in the minutes of such meetings which shall make specific reference to the applicable exemption or exemptions. The BOARD OF DIRECTORS holding such an executive or closed meeting shall restrict its consideration of matters during the closed portions to only those purposes specifically exempted.
(C) No resolution, contract, regulation, decision, action or motion adopted, passed or agreed to in an executive or closed meeting shall become effective unless the BOARD OF DIRECTORS, following such meeting, reconvenes in open meeting and takes a vote of the membership of the BOARD on such resolution, contract, regulation, decision, action or motion.