Bylaws for
Fleetwood Plaza Condominiums[1]


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Article 1
General

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
Definitions

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
Meetings of the Association

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.  If the Board determine that this date is anappropriate in a given year, it may designate a different date for the Annual Meeting that year.

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
Board of Directors

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. 

  1. Directors shall be elected at the Annual Meeting by vote of those persons present, in person or by proxy, a quorum being present. Those persons receiving the most votes shall be elected to the number of positions to be filled. 

  2. The term of office for directors shall be three (3) years, commencing from the date of elections at the Annual Meeting and continuing until the election of successors.

  3. Election of the directors shall be via a staggered cycle, such that two (2) directors are elected one year, then two (2) directors are elected the following year, and then one (1) director is elected in the third year.

  4. If, pursuant to Section 5 of this Article, one or more successors are to be elected to fill the unexpired term of a director’s office, those persons receiving the most votes shall be elected to the 3-year term(s), those receiving the next most votes shall be elected to the unexpired term(s) with two (2) years remaining, if any, and those receiving the next most votes shall be elected to the unexpired term(s) with one (1) year remaining, if any.

  5. In the event of a tie vote where that tie leaves the result unclear (a difference between being elected or not, or a difference between the length of the term to which a person is elected pursuant to the previous paragraph), the tie shall be broken by a random process selected by the presiding officer.

Section 3.  Nomination.

  1. Prior to each Annual Meeting of the Association the Board shall appoint a Nominating Committee consisting of a Chairperson, who shall be a member of the Board, and at least two (2) members of the Association who are not members of the Board.  No member of this Committee shall also be a nominee for election to the Board in the same year.  The President shall not be a member of this Committee unless there is no other director eligible to serve.  The membership of the Committee shall be announced at the Annual Meeting. The Committee shall serve from the close of that annual meeting until the close of the next annual meeting.

  2. If for any reason a vacancy occurs which causes the membership of the Nominating Committee to fall out of compliance with the conditions cited in the previous paragraph, the Board shall appoint appropriate replacement(s) at its next meeting.

  3. The Nominating Committee shall make as many nominations for election to the Board as it shall, in its discretion, determine; however, in no event shall the number of nominations be less than the number of Board positions to be filled.  The Nominating Committee’s slate of candidates is final and not subject to further approval.

  4. Nominations may also be made from the floor of the Annual Meeting.

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
Officers

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:

  1. President: the director with the longest continuous service as a director shall become President and serve until the Board elects a new President, which shall be done as soon as possible.

  2. Secretary or Treasurer: the Board shall elect a successor as soon as possible.

  3. Other office: the Board may either abolish the office or elect a successor. 

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
Indemnification of Officers and Directors

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
Amendments

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
Miscellaneous

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:

  1. if to a Unit Owner: to the mailing address or email address, as appropriate, which the Unit Owner has designated in writing and filed with the Secretary, or, if no such address has been designated, to the address of the Unit of such Owner; or

  2. if to the Association: to the principal office of the Association or to the email address posted on the Fleetwood Plaza website; or

  3. if to the managing agent, if any: to the principal office or email address of that agent.

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.

  1. Gender and Grammar.  The use of the masculine gender in the Declaration or these Bylaws shall be deemed to include the feminine gender, and the use of the singular shall be deemed to include the plural, whenever the context so requires.

  2. Forms of Writing.  The use herein of modifiers “in writing” or “written” shall be understood to include the use of email or other electronic text, as the context allows.

  3. Forms of Meetings.  Meetings of the Association and meetings of the Board of Directors may be held in person, by telephone or conference call, by internet, or by any combination of these modes, provided everyone has the ability to participate, within the limits of the media used, to the same degree and with the same privileges, responsibilities, and restrictions as if present in person.

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.



[1] The previous Bylaws (which may be viewed in the Archives) were amended by replacement with these Bylaws by vote of the Fleetwood Plaza Owners at the Annual Meeting of September 12, 2022.