The undersigned directors of Byrum Woods Homeowners’ Association, Inc., a North Carolina nonprofit corporation, adopt the following Bylaws:
ARTICLE I – PURPOSE
The name of this corporation is the Byrum Woods Homeowners Association, Inc. and hereinafter referred to as the Association.
The Association is a nonprofit corporation and is not organized for the private gain of any person. It is organized under the North Carolina Nonprofit Corporation Act. The purpose of the Association is to engage in any lawful act or activity for which a corporation may be organized under such law and shall include to unite the common interests of the members, to address the needs and concerns of the members, while operating in the common interest of the Byrum Woods community, to provide pleasurable and recreational activities for the members. Additionally upon assignment of the “Declarant’s” rights and interest in the Declaration of covenants and restrictions on Phase I of Byrum Woods Subdivision recorded in Book 3131,Page 665 of the Wake County Registry the Declaration of covenants and restrictions on Phase II of Byrum Woods Subdivision recorded in Book 3381, Page 640 of the Wake County Registry, or the Declaration of covenants and restrictions on Phase III of Byrum Woods Subdivision recorded in Book 3497, Page 913 of the Wake County Registry, or any amendments or modifications thereto, the Association is to provide for the maintenance, preservation and architectural control of the lots and any common areas of the Byrum Woods Subdivision.
Section 3. Tax Exemption Requirements
The corporation is organized and operated exclusively for the purposes set forth in Article I herein. Notwithstanding any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on by a homeowners owners association exempt from federal income tax under the Internal Revenue Code No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements on behalf of any candidate for public office).
ARTICLE II – MEMBERSHIP
Membership of the Association shall be restricted to residents of Byrum Woods Subdivision, Wake County, North Carolina.
One paid membership shall be available per Byrum Woods residence. Upon payment of dues as set forth in Article VI, each residence shall be entitled to two (2) votes in the Association. A vote may be cast in person or by written notice presented to a Board member prior to the vote.
ARTICLE III – MEETINGS
Section 1. Regular Meetings
The regular meeting of the membership of the Association shall be held during the month of September or as set by the Board of Directors. The main purposes of the regular meetings are:
1. To vote on the dues for the following year;
2. To elect a Board of Directors;
3. To act on any other Association business presented on the agenda;
4. To promote social activity
Section 2. Special Meetings
A special meeting of the Association may be called at any time by the President, by any four (4) Directors, or by one-third of the Association’s membership requesting such a meeting to the Board of Directors in writing.
Section 3. Notice of Meetings
Written notice of all Association meetings shall be given to each member at least ten (10) days prior to the time of the meeting. The notice shall contain the date, time, and place of the meeting along with a general statement of the business to be transacted.
Section 4. Quorum
Fifty per cent (50%) of the voting members, including absentee ballots, constitute a quorum for a regular meeting; twenty-five per cent (25%) of the voting members, including absentee ballots, and the majority of the Board of Directors constitutes a quorum for a special meeting.
ARTICLE IV – BOARD OF DIRECTORS
Section 1. Election of Directors
Seven (7) Directors shall be elected at the regular meeting of the Association, to serve for their term of office (as in Section V below) without compensation. Nominations for the election shall be made by a nominating committee appointed by the Board or shall be made from the floor during the regular meeting with the consent of the nominee. Voting will be by ballot or voice vote.
Section 2. Powers of the Board
The Board of Directors shall act in behalf of the Association and shall have general management and responsibility of the business and affairs of the Association. The Board shall be responsible for appointing any special committees as needed.
Section 3. Representation
The subdivision will be broken into seven (7) geographic areas each represented by a member of the Board.
Section 4. Election of Officers
Within a week after the regular meeting, the Board of Directors shall meet and elect from its membership a President, Vice-President, Secretary, and Treasurer. No Director shall hold more than one (1) office at any one time. The Officers shall hold office until the election of their successors, unless earlier removed as outlined in Section 7. Any vacancy occurring in the Board of Directors will be filled by the majority vote of the Directors.
Section 5. Term of Office
Each Board member shall serve for a term of two (2) years, with four (4) positions expiring on even years and three (3) positions expiring on odd years.
Section 6. Board Meetings
The Board meetings shall be held bimonthly or as necessary to implement the affairs of the Association. Meetings other than bimonthly meetings may be called by either the President or any three (3) members of the Board. Four (4) Directors constitute a quorum for any meeting. Notice of special Board meetings, unless waived by the Directors, shall be given to each Director ten (10) days prior to the time of the meeting. The notice shall contain the date, time, and place of the meeting along with a general statement of the business to be transacted.
Section 7. Vacancies
One or more of the following conditions must be met in order to determine a vacancy of a Director/Officer:
1. A Director misses, without excuse, more than two (2) Board meetings in a row;
2. A voluntary resignation exists;
3. A vacancy results from an act of God;
4. A vote by five (5) Directors to expel a Director from the Board
Section 8. Incorporator
David N. Hilton filed the original articles of incorporation and subsequently resigned as incorporator. The incorporator is hereby resolved of all liability associated with the formation of this corporation, and shall further be indemnified for any damages arising therefrom.
ARTICLE V – DUTIES OF OFFICERS
Section 1. President
The President shall preside over all Association meetings and Board meetings, shall in general supervise the affairs of the Association, and perform any other duties assigned by the Board of Directors.
Section 2. Vice-President
The Vice-president shall perform any duties assigned by the Board of Directors and, during any absence of the President, shall be vested with all the powers and perform all the duties of the President.
Section 3. Secretary
The Secretary shall keep a record of the meetings of the Association and of the Directors, keep the roll of members, shall be in charge of all notices of meetings, and shall perform any other duties assigned by the Board of Directors.
Section 4. Treasurer
The Treasurer shall receive and disburse all Association funds and shall keep an accurate and detailed record of all receipts and disbursements. The records shall, at all times, be subject to inspection by any member of the Association. All Association funds shall be deposited in the bank(s) designated by the Board of Directors. A financial statement, approved by the Board and presented at the regular meeting, shall be prepared by the Treasurer. All checks drawn on the account of the Association shall be countersigned by the Treasurer and the President or their assigns.
ARTICLE VI – DUES
Section 1. Dues
Dues shall be payable each year by the end of October and shall be annually proposed by the Board of Directors at the regular meeting. These dues are subject to a majority approval by the Association and shall be voted on before elections are held. Dues for new members will be prorated.
Section 2. Special Assessments
Special assessments can be proposed by the Board of Directors at any Association meeting and are subject to a majority approval by the Association.
Section 3. Default in Payment
During any period in which a member is in default of payment of dues or special assessments, the voting rights of both members shall be suspended by the Board of Directors until the dues or assessments have been paid in full.
Section 4. Property and Profits
The property of this corporation is irrevocably dedicated to the purposes set forth in Article I herein and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose or purposes set forth in Article I herein.
ARTICLE VII – AMENDMENTS
These Bylaws may be amended by a majority vote of the Association. A full statement of the proposed amendment must accompany the notice of the proposed changes.
ARTICLE VIII – ROBERT’S RULES OF ORDER
The rules contained in “Robert’s Rules of Order Revised” will govern the Association in all cases to which they are applicable and in which they are consistent with the By-laws.
ARTICLE IX – FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.
ARTICLE X – DISSOLUTION
Section 1. Vote to Dissolve
The Association may be dissolved with the assent given in writing and signed by not less than three/fourths (3/4) of the Members. Upon dissolution, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to which for which this Association was created. In the event that such dedication is refused, such assets shall be conveyed and assigned to any nonprofit corporation, association, trust or other organization to be devoted to such similar purposes.
Section 2. Distribution Upon Dissolution
Upon the dissolution of the Association, its assets shall be distributed for one or more exempt purpose(s) within the meaning of Section 501 of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as such court shall determine, that are organized and operated exclusively for such purposes.
Byrum Woods home owners are subjected to protective covenants and restrictions to insure the best use and the most appropriate development and improvement of each lot thereof; to protect the owners of lots against such improper use of surrounding lots as will depreciate the value of their property; to preserve, so far as practicable, the natural beauty of said property; to guard against the erection thereon of poorly designed or proportioned structures and structures built of improper or unsuitable materials; to obtain harmonious color schemes; to insure the highest and best development of said property; to encourage and secure the erection of attractive homes thereon, with appropriate location thereof on lots; to prevent haphazard and inharmonious improvement of lots; to secure and maintain property set-backs from street, and adequate free spaces between structures, and in general to provide adequately for a high type and quality of improvement in said property, and thereby enhance the values of investments made by purchasers of lots therein.
In order to comply with our covenants, an architectural committee is formed to review any construction project on your property. All property owners need to consult with one of these individuals, at least 30 days, before commencing any building project outside the confines of the current home footprint.