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Article 1
Section 1.
Applicability.
These
Bylaws
provide
for
the
self-government
of
Fleetwood
Plaza
Condominiums
in
accordance
with
the
Articles
of
Incorporation
for
Fleetwood
Plaza
Regime,
a
North
Carolina
non-profit
corporation,
and
the
Amended
and
Restated
Declaration
of
Condominium
for
Fleetwood
Plaza
Condominiums
recorded
in
the
Henderson
County,
North
Carolina,
Registry
of
Deeds.
Section 2.
Name.
The name of the corporation
is
Fleetwood
Plaza
Regime
(hereinafter
referred
to
as
the
"Association"
or
the
"Regime").
Section 3.
Membership.
As provided in the
North Carolina Condominium Act (N.C. Gen. Stat.
47C-1-101 et seq.) [hereinafter referred
to as
the
"Condominium
Act"],
an
Owner
of
a
Unit
shall
become
a
Member
of
the
Association
upon
taking
title
to
the
Unit
and
shall
remain a
Member
for
the
entire
period
of
ownership.
If
title
to
a
Unit
is
held
by
more
than
one
person,
the
membership
shall
be
shared
in
the same
proportion
as
the
title,
but
there
shall
be
only
one
(1)
membership
and
one
(1)
vote
per
Unit.
Membership
does
not
include
persons
who
hold
an
interest
merely
as
security
for
the
performance
of
an
obligation,
and
the
giving
of
a
security
interest
shall
not
terminate
the
Owner's
membership.
Membership
shall
be
appurtenant
to
each
Unit
and
shall
be
transferred
automatically
by
conveyance
of
that
Unit
and
may
be
transferred
only
in
connection
with
the
transfer
of
title.
Section
4.
Voting.
Each
Unit
shall
be
entitled
to
one
(1)
vote
which
may
be
cast
in
accordance
with
the
terms
herein.
A
vote
may
be
cast
by
the
Owner,
or
by
a
lawful
proxy,
as
provided
below,
and
shall
be
allocated
as
provided
in
the
Declaration.
When
more
than
one
person
owns
a
Unit,
the
vote
for
such
Unit
shall
be
exercised
as they
between
or
among
themselves
determine,
but
in
no
event
shall
more
than
one
(1)
vote
be
cast
with
respect
to
any
Unit.
In
the
event
of
disagreement
among
such
persons
and
an
attempt
by
two
or
more
of
them
to
cast
such
vote
or
votes,
such
persons
shall
not
be
recognized
and such
vote
or
votes
shall be deemed ineligible and
shall
not be
counted.
The
Board
may
identify an owner as ineligible to vote and
prohibit
him
from
voting,
either
in
person
or
by
proxy,
or
from
being
elected
to
the
Board
of Directors
if
such
owner
is
shown
on
the
books
or
management
accounts
of
the
Association
to
be
more
than
thirty
(30)
days
delinquent
in
any
payment
due
the
Association.
Section 5. Majority.
As
used
in
these
Bylaws,
for
any
vote
of
the
membership
held
in
accordance
with
or
pursuant
to
the
Declaration,
the
term
"majority"
shall
mean
those
votes,
owners,
or
other
group
as
the
context
may
indicate
totaling
more
than
fifty
percent
(50%)
of
the
total
number
of
eligible
votes,
owners,
or other
groups.
Unless
otherwise
specifically
stated,
the
words
"majority
vote"
shall
mean
more
than
fifty
percent
(50%) of
the
eligible
votes
of
the
Association
represented
at
a
meeting
in
person
or
by
proxy.
Unless
otherwise
provided
in
the
Declaration
or these
Bylaws,
all
decisions
shall
be
by
majority
vote.
Section 6.
Purpose.
The
Association
shall
have
the
responsibility
of administering
the
Condominium,
establishing
the
means
and
methods
of
collecting
the
contributions
to
the
common
expenses,
arranging
for
the
management
of
the
Condominium,
enforcing
the
Declaration
and
these
Bylaws,
and
performing
all
of
the
other
acts
that
may
be
required
to
be performed
by
the Association
by
the
Condominium Act
and
the
Declaration.
The Association
shall
also
amend
and supplement
the
system
of administration,
the
Declaration
and
these
Bylaws
as
may
be
required
from
time
to time
and
perform
all
other
things
or acts
required
or permitted
to
the
Association
under
the
Condominium
Act.
Except
as
to
those
matters
which
either
the
Condominium
Act,
the
Declaration,
these
Bylaws
or
the
North
Carolina
Nonprofit
Corporation
Act
specifically
require
to
be
performed
by
the
vote
of
the
Association,
the
administration
of
the
foregoing
responsibilities
shall
be performed
by
the
Board
of Directors,
as
is
more
particularly
set
forth
below.
Article 2
Terms
as used
in
these
Bylaws
shall
have
the
meanings
as set
forth
in
Article
3
of
the
Declaration
unless
specifically
provided
otherwise
or
the
context
otherwise
requires.
Article 3
Section 1.
Annual Meetings.
The
regular
annual
meeting
of
the
Association
shall
be held
at
a
time
and
place
designated
by
the
Board
of Directors,
normally on the second Monday in September.
Section 2.
Special
Meetings.
Special
meetings
of
the
Association
for
any
purpose
shall
be
called
upon the
request
of a
majority
of
the
Board
of Directors, or
upon
the
written
request
of
Unit
owners
having
twenty
percent
(20%) of
the
votes
in
the
Association.
Section 3.
Notice of
Meetings.
It
shall
be
the
duty
of
the
Secretary
to
mail
or
to
cause
to
be delivered
to
the
Unit
Owners
a
notice
of
each
annual
or special
meeting
of
the
Association
at
least
ten
(10)
days
and not
more
than
fifty
(50)
days
prior
to
each
annual
or special
meeting.
The notice
of
any
meeting
must
state
the
time
and
place
of
the
meeting
and
the
items
on
the
agenda,
including
the
general
nature
of
any
proposed
amendment
to
the
Declaration
or
Bylaws,
any
budget
changes,
and
any
proposal
to
remove
a director
or
officer.
In
the
case
of a
Special
Meeting,
the
notice
of
the
meeting
shall
state
specifically
the
purpose
or
purposes
for
which
the
meeting
was
called.
Notices
shall
be delivered
as prescribed in Article 8, Section 1 of these
Bylaws.
Section 4.
Waiver of Notice.
Waiver
of notice
of
a
meeting
of
the
Association shall
be
deemed
the
equivalent
of
proper
notice.
Any
Owner
may,
in
writing,
waive
notice
of
any
meeting
of
the
Association
,
either
before
or
after
such
meeting.
Attendance
at
a
meeting
of the
Association
by
an
Owner,
whether
in
person
or
by
proxy,
shall
be
deemed
waiver
by
such
Owner
of
notice
of
the
time,
date,
and
place
thereof,
unless
such
Owner
specifically
objects
to
lack
of
proper
notice
at
the
time
the
meeting
is
called
to
order.
Attendance
at
a
special
meeting
of the
Association
shall
also
be
deemed
waiver
of
notice
of
all
business
transacted
thereat,
unless
objection
to
lack
of
notice
is raised
before
the
business,
of
which
proper
notice
was
not
given,
is
put
to
a
vote.
Section 5.
Quorum.
The
presence
of
Owners
entitled
to
cast
one-half
(50%)
of
the
eligible
votes
of
the
Association,
in
person
or
by
proxy,
shall
constitute
a
quorum.
Section 6.
Adjournment.
Any
meeting
of
the
Association
may
be
adjourned
by a
majority vote
of
the
Owners
represented
at
such
meeting,
regardless
of
whether
a
quorum
is
present.
Any
business
which
could
be
transacted
properly
at
the
original
meeting
may
be
transacted
at
an
adjourned
meeting,
and
no
additional
notice
of
such
adjourned
meeting
shall
be
required.
Section 7.
Proxy.
Any
Member
entitled
to
vote
at a
meeting
of
the
Association
may
do
so
by
written
proxy
duly
executed
by
the
Member
setting
forth
the
meeting at
which
the
proxy
is
valid.
To
be
valid,
a proxy
must
be
filed
with
the
Secretary
prior
to
the
opening
of
the
meeting
for
which
it
is
to
be
used
and
must
be
dated.
No
proxy
shall
be
revocable
except
by
written
notice
delivered
to
the
Association
before
a
meeting
or,
if
at
the
meeting,
to
the
presiding
officer or a person designated by the presiding officer.
Section 8.
Action
Without a Meeting.
Any
action
that
may
be
taken
at
any
meeting
of
the
Association
may
be
taken
without
a
meeting
if
the Secretary
delivers
by
mail
or
otherwise
a
written
ballot
to
every
member
entitled
to
vote
on
the
matter.
Section 9.
Conduct
of Meetings.
Robert's
Rules
of
Order
(latest
edition)
shall
govern
the
conduct
of
any
meeting
of
the
Association,
when
not in
conflict
with
the
Declaration,
Articles
of
Incorporation,
or
these
Bylaws.
Article 4
Section 1.
Composition.
The
affairs
of
the
Association
shall
be
governed
by
a
Board
of
Directors.
The
Board
shall
be
composed
of
five
(5) directors.
Each
director
shall
be
an
Owner,
or person otherwise eligible to cast a unit vote, as
described in Article 1, Section 4, except that no
two persons may serve at the same time who are related to each other
(by blood or by marriage) or whose eligibility derives from the same
unit vote. Section 2. Election and Term of Office.
Section 3. Nomination.
Section 4.
Removal of Members
of the Board of Directors.
At
any
regular
or
special
meeting
of
the
Association
duly
called
at
which
a
quorum
is
present,
any
one
or
more
of
the
members
of
the
Board
of
Directors
may
be
removed,
with
or
without
cause,
by
at
least
a
sixty-seven
percent
(67%)
vote
of
all
persons
present
and
entitled
to
vote
at
such
meeting
and
a successor
may
then
and
there
be
elected
to
fill
the
vacancy
thus
created.
If no successor is elected at this meeting, the.vacancy shall be
dealt with pursuant to Section 5 of this Article
Any
director
whose
removal
has
been
proposed
by
the
Members
shall
be
given
at
least
ten
(10)
days'
notice
of
the
calling
of
the
meeting
and
the
purpose
thereof
and
shall
be
given
an
opportunity
to
be
heard
at
the
meeting.
Additionally,
any
member
of
the
Board
of
Directors
who
has
been
absent
without
an
excuse
from
three
(3)
consecutive
Board
meetings
may
be
removed
from
the
Board
by
the
vote
of a
majority
of
the
Board
members
present
at
a
Board
meeting,
a
quorum
being
had.
Section 5.
Vacancies.
Vacancies in the Board of Directors caused by any
reason may be filled by majority vote of the remaining directors at
any meeting of the Board of Directors.
If the vacancy occurs within sixty (60) days of the next
Annual Meeting, the Board may vote to
leave the position vacant until then, to be filled pursuant to
Section 2 of this Article.
Otherwise, the Board shall act to fill the position within
thirty (30) days of the occurrence.
Each
person
so
selected
shall
serve
until
a
successor
shall
be
elected
at
the
next
annual
meeting
of
the
Association
to
fill
the
unexpired
portion
of
the
term.
Section 6.
Compensation.
No
Member
of
the
Board
shall
receive
any
compensation
from
the
Association
for
acting
as
such;
provided,
however,
each
Director,
upon
approval
of
the
Board,
shall
be
reimbursed
for
reasonable
out-of-pocket
expense
incurred
and
paid
by
him
on
behalf
of
the
Association
,
and
nothing
herein
shall
prohibit
the
Association
from
compensating
a Director
for
unusual
and
extraordinary
services
rendered
to
the
extent
authorized
by
the
Members
of
the
Association
at
any
meeting
called
for
that
purpose;
further
provided,
each
Director,
by
assuming
office,
waives
the
right
to
institute
suit
against
or
make
claim
upon
the
Association
for
compensation.
Section 7.
Organizational
Meeting.
As soon as feasible following the
Annual Meeting, but within
seven (7) days at the latest, the Board shall meet at a time and
place determined by the directors to elect officers and begin the
process of identifying the organizational structure for the coming
year. The Board shall assure that
minutes of this meeting are taken and recorded.
Section 8.
Regular Meetings.
Meetings
of
the
Board
of
Directors
shall
be
held
regularly
at
such
time
and
place
as
shall
be
determined
by
the
Board.
There
shall
be
a minimum
of
six
(6)
meetings
of
the
Board
of
Directors
per
year.
Section 9.
Special Meetings.
Special
Meetings
of
the
Board
of
Directors
may
be
called
by
the
President
on
three
(3)
days`
notice
to
each
director
given
by
mail,
in
person
or
by
telephone,
which
notice
shall
state
the
time,
place,
and
purpose
of
the
meeting.
Special
meetings
of
the
Board
of
Directors
shall
be
called
by
the
Vice
President,
Secretary,
or
Treasurer
in
like
manner
and
on
like
notice
on
the
written
request
of
at
least
two
(2)
directors.
Section 10.
Waiver of Notice.
Any
director
may,
at
any
time,
in
writing,
waive
notice of
any
meeting
of
the
Board
of
Directors,
and
such
waiver
shall
be
deemed
equivalent
to
the
giving
of
such
notice.
Attendance
by
a
director
at
any
meeting
of
the
Board
of
Directors
shall
also
constitute
a
waiver
of
notice
by
him
of
the
time
and
place
of
such
meeting.
If
all
directors
are
present
at
any
meeting
of
the
Board
of
Directors,
no
notice
shall
be
required
and
any
business
may
be
transacted
at
such
meeting.
Section 11.
Conduct of
Meetings.
The
President
shall preside over all meetings of the Board of Directors, and the
Secretary shall maintain minutes, which shall include all resolutions
adopted and a record of all transactions
and proceedings occurring at such meetings.
Robert's Rules of Order
(latest edition) shall govern the
conduct of the meetings, when not in
conflict with the
Condominium Act, the Declaration, the Articles of
Incorporation, or these Bylaws.
A majority of directors shall constitute a quorum.
A
decision
of
the
Board
of
Directors
shall
be
by
a
majority
of
those
directors
present
and voting
at
the
duly
called
meeting.
The
President
may
vote.
Section 12.
Action Without a
Meeting.
Any
action
by
the
Board
of Directors
required
or permitted
to
be
taken
at
any
meeting
may
be
taken
without
a
meeting
provided each director shall have the reasonable
opportunity to vote on the proposed action and no director votes in
opposition. Such action shall
be recorded with the minutes of the Board. Section 13. Powers and Duties. The Board of Directors shall manage the affairs of the Association and shall have all the powers and duties necessary for the administration of the Condominium and may do all such acts and things as are not by the Declaration, Articles of Incorporation, or these Bylaws directed to be done and exercised exclusively by the Association Members. The Board shall have the power to adopt, modify, and repeal such reasonable rules and regulations as it deems necessary and appropriate for the governance of the Condominium or the administration of the affairs of the Association and to impose sanctions for violations thereof including, without limitation, monetary fines. Such powers and duties shall include but not be limited to those identified in Article 12 of the Declaration.
Section 14.
Management Agent.
The
Board
of
Directors
may
employ
for
the
Condominium
a
professional
management
agent
or
agents,
at
a
compensation
established
by
the
Board
of
Directors,
to
perform
such
duties
and
services
as
the
Board of Directors
shall
authorize.
Any
management
contract
shall
contain
a clause permitting
termination.
Section 15.
Committees.
The
Board may
establish
such
committees
as
it
deems
desirable.
The
Board
shall
elect
the
chairperson
and
approve
the
members
of
each
committee
established.
Article 5
Section 1.
Offices.
The offices of the Association shall include that of
President, Secretary, and Treasurer.
The Board may, at any Board meeting, establish or abolish
other offices, such as Vice-Presidents, Assistant Secretaries,
Assistant Treasurers, or others.
Except for the President, no officer need be a member of the
Board, but each officer must be an owner or co-owner of a unit..
Section 2.
Election of
Officers.
Offices of the Association required by Section 1 of
this article shall be filled annually by election by the Board of
Directors at the Organizational Meeting.
Other officers shall be elected when the corresponding office
is established. All officers
shall hold office at the pleasure of the Board or, in the case of a
vacancy or removal from office, until a successor is elected.
Section 3.
Removal of
Officers.
Upon
the
affirmative
vote
o
f a
majority
of
the
members
of
the
Board
of Directors,
any
officer
may
be
removed, either
with
or
without
cause.
If the office is one required by Section
1 of this article, the Board shall elect a successor
immediately. For other
offices, the Board may either abolish the office or elect a
successor.
Section 4. Vacancies.
A vacancy in office, caused by any reason other than removal pursuant to
Section 3 of this Article, shall be dealt with as
follows, depending on the office:
Section 5 President.
The
President
shall
be the
chief
executive
officer
of
the
Association
and
shall
preside
at
all
meetings
of
the
Association
and
of
the
Board
of Directors.
The
President
shall
have
all
the
general
powers
and
duties
which
are
incident
to
the
office
of
the
president
of
a
corporation
organized
under
the
North
Carolina
Nonprofit
Corporation
Act.
Section 6.
Vice Presidents.
The
Vice
Presidents,
if
any,
in
the
order
of
their
election,
unless
otherwise
determined
by
the
Board
shall
act
in
the
President's
absence
and
shall
have
all
powers,
duties,
and
responsibilities
provided
for
the
President
when
so
acting.
Section 7.
Secretary.
The
Secretary
shall
keep
the
minutes
of
all
meetings
of
the
members
and
of
the
Association
and
shall
have
charge
of such
books
and
papers
as
the
Board
of
Directors
may
direct
and
shall,
in
general,
perform
all
duties
incident
to
the
office
of
the
secretary
of
a
corporation
organized
in
accordance
with
North
Carolina
law. Section 8. Treasurer. The Treasurer shall have the responsibility for the Association's funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, for preparing all required financial statements and tax returns, and for the deposit of all monies and other valuable effects in the name of the Association or the managing agent in such depositories as may from time to time be designated by the Board of Directors. Furthermore, the Treasurer shall cause an annual audit or review of the Association’s books as directed by the Board or the Association pursuant to Article 8, Section 7 of these Bylaws.
Section 9.
Certification
of Amendments.
The
Board
of Directors
shall
prepare
proposed amendments to the Declaration and/or Bylaws for owner
approval, pursuant to Article 14 of
the Declaration or Article 7 of these Bylaws,
respectively. Following
approval, the President
shall
execute,
certify,
and
record
amendments
on
behalf
of
the
Association.
The
Secretary
shall
attest
to
such
execution
and
certification.
Article 6
The
Association
shall
indemnify
every
officer
and
director
against
any
and
all
expenses,
including
legal
fees,
reasonably
incurred
by
or
imposed
upon
such
officer
or
director
in
connection
with
any
action,
suit,
or
other
proceeding
(including
settlement
of
any
such
action,
suit,
or
proceeding,
if
approved
by
the
then
Board
of Directors)
to
which
he
or
she
may
he
made
a
party
by
reason
of
being
or
having
been
an
officer
or
director,
whether
or
not
such
person
is
an
officer
or
director
at
the
time
such
expenses
are
incurred.
The
officers
and
directors
shall
not
be
liable
for
any
mistake
of
judgment,
negligent
or
otherwise,
except
for
their
own
individual
willful
misfeasance
or
malfeasance.
The
officers
and
directors
shall
have
no
p
e
r
s
o
n
a
l
liability
with
respect
to
any
contract
or
other
commitment
made
by
them,
in
good
faith,
on
behalf
of
the
Association
(except
to
the
Association),
and
the
Association
shall
indemnify
and
forever
hold
each
such
officer
and
director
free
and
harmless
against
any
and
all
liability
to
others
on
account
of
any
such
contract
or
commitment.
Any
right
to
indemnification
provided
for
herein
shall
not
be
exclusive
of
any
other
rights
to
which
any
officer
or
director,
or
former
officer
or
director,
may
be
entitled.
The
Association
shall
as
a common
expense
maintain
adequate
general
liability
and,
if
obtainable,
officers'
and
directors'
liability
insurance
to
fund
this
obligation,
and
the
insurance
shall
be
written
as provided
in
the
Declaration.
Article 7
Section 1.
Initiation.
The Board of Directors may initiate
and propose amendments to these Bylaws for consideration at a
meeting of the Association.
Also, unit owners having twenty percent (20%) or more of the
votes in the Association may initiate amendments by submitting them
in writing to the Board at least fifty (50) days prior to the next
scheduled Annual Meeting.
Section 2.
Notice.
The
complete text of any proposed
amendments shall be included with the notice of any meeting of the
Association at which said amendments are to be considered.
Section 3.
Approval.
Approval of any proposed amendments of these
Bylaws shall require the vote, written consent, or any combination
of affirmative vote and written consent of the members holding a
majority of the total votes entitled to be cast. No amendment shall
become effective until it is recorded in the Registry of Deeds of
Henderson County, North Carolina.
Article 8 Section 1. Notices. Unless otherwise provided in these Bylaws, all notices, demands, bills, statements, or other communications under these Bylaws shall be in writing, including email, and shall be deemed to have been duly given if delivered personally or sent by United States mail, first class, or by corporate transfer, or via email:
Section 2.
Severability.
The
invalidity
of
any
part
of
the
Declaration
or
these
Bylaws
shall
not
impair
or
affect
in
any
manner
the
validity,
enforceability,
or
effect
of
the
balance
of
the
Declaration
or
these
Bylaws.
Section 3.
Captions.
The
captions
herein
are
inserted
only
as
a
matter
of convenience
and
for
reference
and
in
no
way
define,
limit,
or
describe
the
scope
of
the
Declaration
or
these
Bylaws
or
the
intent
of
any
provision
thereof. Section 4. Equivalences.
Section 5. Technical Errors. In any written ballot called for in these Bylaws, technical errors such as the misspelling of a word or name shall not make said ballot invalid if the probable intent of the ballot can be ascertained.
Section 6 Fiscal Year.
The
fiscal
year
shall be
set
by
resolution
of
the
Board
of Directors. Section 7. Audit. An audit or review of the accounts of the Association shall be made annually in the manner directed by the Board and results communicated to each of the members. However, after having received the Board's audit or review at the annual meeting, the Owners may, by a majority of the total Association vote, require that the accounts of the Association be audited as a common expense by an independent accountant.
Section 8.
Conflicts.
In
the
event
of
conflicts
between
the
North
Carolina
Condominium Act,
the
Declaration,
these
Bylaws,
and
Board
Resolutions,
the
Condominium
Act,
the
Declaration,
the Bylaws
and
Board
Resolutions
shall
control,
in
that
order.
Section 9.
Books and Records.
All
members
of
the
Association
and
all
mortgagees
shall,
upon
written
request,
be
entitled
to
inspect
all
books
and
records
of
the
Association
during
normal
business
hours
at
the
office
of
the
Association
or
other
place
designated
reasonably
by
the
Board
of Directors
as
the
depository
of
such
books
and
records. |
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