Fairview Forest By-Laws
(Revised, 2006)
Fairview, North Carolina
(The following By-laws were revised in 2006 and were passed by the membership at the Annual Meeting of April 23, 2006.
Preamble
This set of By-laws were revised in 2006 and passed by the members on April 23, 2006. These By-laws supersede any and all by-laws that have represented Fairview Forest Homeowners' Association, Inc. in the past.
Article 1. Association Name and Location
The name of the Association is:
Fairview Forest Homeowners' Association, Inc., hereinafter referred to as the "Association".
The principal office of the corporation shall be located at the residence of an assigned director or officer who resides in Fairview Forest.
Meetings of members and directors may be held at such places in Buncombe County, North Carolina, as designated by the board of directors.
(Note: The word "Homeowner" shall also mean "property owner".)
Article 2. Documents
Various documents apply to the Association. As of 2006, most of them may be found through a search of the Internet. Section 2.1. North Carolina Statutes
A. North Carolina Planned Community Act, NCGS 47F.
B. North Carolina Nonprofit Corporation Act, NCGS 55A.
Section 2.2. Association Documents
A. Articles of Incorporation are on file with the Secretary of State of North Carolina and as an addendum to these By-laws.
B. By-laws are available in the Buncombe County Registry of Deeds and from the Association office.
C. Policies are available from the Association office.
D. The Restrictive Covenants and amendments thereto are available from the Association office in the Buncombe County Register of Deeds, in Deed Book 2329, Page 591. Amendments are recorded in Deed Book 2542, Page 289 and in Deed Book 3821, Page 290.
Section 2.3. Action to amend the Restrictive Covenants
The Restrictive Covenants shall be amended only by the procedures set forth in the Restrictive Covenants of Fairview Forest, Article 13. Amending the Restrictive Covenants.
Article 2.4. Controlling precedence of the Documents of the Association
In the case of any conflict between the Documents of the Association, control in order of higher precedence is as follows:
A. The Planned Community Act in those sections that the act itself specifies to take precedence over existing Restrictive Covenants.
B. The Restrictive Covenants
C. The Articles of Incorporation
D. The Bylaws
E. The Policies
Article 3. Board of Directors
Section 3.1. Management group
All personnel in the management group shall be Association members.
The affairs of the Association shall be managed by:
A. Five directors elected by the members, and
B. Four officers appointed by the board of directors.
1. The president and the vice president shall be chosen from the directors.
2. The secretary and treasurer shall have the same authority and powers as directors and shall act as voting members of the board.
a. The secretary and/or treasurer may be chosen from the directors.
Section 3.2. Term of office
At each annual meeting, the members shall elect two new directors to replace the two directors whose terms have expired. One director shall serve for a term of three years; one director shall serve for a term of two years. Length of service for each electee shall be determined by the number of votes received in descending order. The ballot shall have spaces for two nominees and will be voted in order of preference.
Section 3.3. Nominations
Nominations for directors shall be made from among members in good standing.
Nomination may be made by the board of directors or by a nominating committee appointed by the board. Nominees chosen by a nominating committee shall be approved by a majority vote of the board. Nominations may also be made from the floor at the annual meeting. There shall be no upward limit as to how many candidates for director are nominated by the board or from the floor. However, there shall not be fewer nominees than the number of vacancies that are to be filled.
Section 3.4. Election
A. Election of directors shall be by written ballot at the annual meeting.
B. Members or their proxies may cast one vote per assessment paid for each nominee as provided in the Restrictive Covenants. The persons receiving the largest numbers of votes shall be elected.
C. The two electees shall serve the three or two year term based on their order of preference marked on the ballot.
Section 3.5. Removal from office.
A. A director elected by members may be removed, with or without cause, only by a majority vote of a quorum of qualified voters at a regular or special meeting of the members.
B. A director appointed by the board may be removed, with or without cause, by (1) a majority vote of the board or (2) by a majority vote of a quorum of qualified voters at a regular or special meeting of the members.
C. A director, either elected by members or appointed by the board, may be removed by a majority vote of the board if the director misses more than three consecutive, regular board meetings.
Section 3.6. Replacement
In the event of death, resignation or removal of a director, the successor shall be appointed by a majority vote of the board and shall serve for the unexpired term of the predecessor.
Section 3.7. Compensation
No director shall receive compensation for any service rendered to the Association in the capacity of director.
A. A director may be reimbursed for actual expenses incurred in the performance of duties.
B. A director may be compensated when serving as a contractor to the Association, subject to approval by a majority vote of the board.
Section 3.8. Powers
The board of directors shall have the power to:
A. Adopt and publish policies, rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the members and their guests as defined by the Restrictive Covenants.
B. Create and supervise such committees and committee chairs as are necessary to manage the affairs if the Association.
C. Employ a manager, independent contractor, or such other employees as they deem necessary, and to define their duties.
D. Suspend a member of the voting rights and right to use of the common areas during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended and fines levied for infraction of published policies, rules and regulations.
E. Exercise all powers, duties and authority vested in or delegated to the board by these By-laws, the Articles of Incorporation, the Restrictive Covenants and the Policies of the Association.
Section 3.9. Duties
It shall be the duty of the board of directors to:
A. Maintain the Documents of the Association as well as minutes of meetings, written communications to members, financial records and statements and a current data base of members.
B. Supervise all officers, agents and employees of this Association; and insure that their duties are properly performed.
C. As more fully provided in the Restrictive Covenants:
1. Set the amount of the assessments against each lot.
2. File a lien, foreclose the lien and bring an action at law against the owner for non-payment of assessments.
3. Procure and maintain adequate liability and hazard insurance on property, and improvements thereon, owned by the Association.
4. Cause all directors, officers or employees having fiscal responsibilities to be bonded.
Article 4. Officers
Section 4.1. Number
There shall be four regular officers of the Association. The board of directors may create temporary and/or permanent offices as needed for the proper function of the Association.
Section 4.2. Officer positions
The officers of the Association shall be a:
President
Vice president
Secretary
Treasurer
Section 4.3. Appointment and term of office
Officers shall be appointed by a majority vote of the Board of Directors.
Officers shall hold a term of office for one year.
Section 4.4. Powers of the secretary and treasurer
The secretary and treasurer shall have the same authority and powers as directors of the Association and shall be considered voting members of the board.
Section 4.5. Removal from office
A. Any officer may be removed from office, with or without cause, by a 2/3rds majority vote of the Board.
B. Any officer may resign at any time upon giving notice to the board, the president or the secretary. Such resignation shall take effect upon communication of the resignation. The acceptance of such resignation shall not be necessary to make it effective.
C. If the resignation specifies a date of resignation other than the day of notification, the notice must be in writing.
Section 4.6. Replacement
A vacancy in any 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 replaced.
Section 4.7. Compensation
No officer shall receive compensation for any service rendered to the Association in the capacity of the officer.
A. An officer may be reimbursed for actual expenses incurred in the performance of duties.
B. An officer may be compensated when serving as a contractor to the Association, subject to approval by a majority vote of the board.
Section 4.8. Duties
The duties of the officers are as follows: The President shall:
1. Preside at all meetings of the board.
2. Assure that orders and resolutions of the board are carried out.
3. Sign all leases, mortgages, deeds and other written instruments. The Vice President shall:
1. Act in the place and stead of the president in the event of absences, inability or refusal to act.
2. Attend to such other duties as may be required by the board. The Secretary shall:
1. Record the votes and keep the minutes of all meetings and proceedings of the board.
2. Keep the corporate seal of the Association and affix it on all papers requiring said seal.
3. Serve notice of meetings of the board and of the members.
4. Perform such other duties as required by the board. The Treasurer shall:
1. Receive and deposit in appropriate bank accounts all monies of the Association and disburse such funds as directed by the board.
2. Sign all checks and promissory notes.
3. Keep proper books of account. Contract with the public accountant the preparation of an annual review of the books.
4. Prepare a statement of income and expenditures for the members.
5. Prepare and distribute to the members 30 days before the annual meeting an annual budget for approval at the meeting.
B. Shared duties: Either the president or the treasurer may sign checks or promissory notes.
Article 5. Committees and Committee Chairs
Article 5.1. Committees
A. Standing Committees
The Association has the following standing committees:
Architectural Committee
Roads Committee
Finance Committee
Legal Matters Committee
Communications Committee
B. Special Committees
The Board of Directors shall appoint other committees as needed for the proper function of the Association.
Section 5.2. Committee Chairs
The board of directors shall appoint members to chair committees for a term of one year. Committee Chairs serve at the pleasure of the board, Chairs or their designees shall report in person or in writing the activities of their committees to the directors at board meetings and to the members at the Annual Meeting.
Section 5.3. Committee members
Committee members shall be members of the Association and will be appointed by committee chairs.
Article 6. Meetings
Section 6.1. Types of meetings
Types of meeting include:
A. Annual meeting
B. Special meetings of the members
C. Board meetings
D. Special meetings of the board
E. Actions taken by the board without a meeting
F. Actions by written consent
Section 6.2. Rules of order for all meetings
The rules of order for all meetings shall be fair and equitable. Such rules shall be established by the board of directors.
Section 6.3. Annual Meeting Requirements
A. There shall be an annual meeting of the members of the Association held each year between April 1 and April 30 for the purpose of electing directors to replace those whose term is to expire, to approve the budget for the coming year and to conduct other business is appropriate.
B. The date, time and location of the annual meeting shall be set by the board of directors.
C. The annual meeting shall be held in Buncombe County, North Carolina, at such location as may be designated by the board of directors.
D. Notice of annual meetings shall be sent by U.S. Mail or other reliable means to members at least 10 days but not more than 30 days prior to the meeting date.
E. A quorum for an annual meeting of the members shall be comprised of one-half of the total membership, in person or by proxy. Should a quorum not be present at such a meeting, a majority of members present in person or by proxy may vote to adjourn the meeting to a later time and/or date. The quorum requirement at the next meeting shall be one-half of the quorum requirement applicable to the meeting adjourned due to a lack of a quorum.
F. At an annual meeting, each qualified member may be represented at the meeting by assignment a proxy. Assignment shall be to any resident of the State of North Carolina who is 18 years or older. The proxy shall be filed by the member or his proxy with the secretary or registration committee at the meeting. Proxies shall be valid for a term of no more than 60 days after the published meeting. Proxies shall automatically cease upon conveyance by the member of his property. A Proxy shall become invalid at any meeting in which the member attends in person. A proxy shall not provide a choice of assignees on the proxy form. A proxy holder shall not reassign a proxy to a third party. The proxy form shall be the standard North Carolina Revocable Proxy form, or comparable facsimile.
G. The order of business at annual meetings shall be as follows:
1. Registration of qualified voters participating in person or by and proxy.
2. Call to order.
3. Reading and approval of the minutes of the previous annual meeting.
4. Reports of committees.
5. Unfinished business.
6. New business.
7. Election of directors.
H. Annual Meeting Procedures
1. Only those members in good standing who have registered in person or by proxy may vote at the meeting.
2. The meeting shall follow the published meeting agenda and rules of the meeting documents.
3. All substantive motions shall be in writing; votes on such motions shall be by written ballot.
4. Motions to amend the Restrictive Covenants made at the annual meeting shall not be in order.
Section 6.4. Special meeting of the members
A. Special meetings of the members may be called at any time by the president or by the Board of Directors. Upon written request to the Board of Directors, 10% of the members who are entitled to vote may call a special meeting.
B. Notice of a special meeting of members must state the purpose(s) of the meeting. Only the subject(s) stated in the purpose of the meeting may be considered at the meeting.
C. Notice of special meetings shall be sent by U.S. Mail or other reliable means to members at least 10 days but not more than 30 days prior to the meeting date.
D. A quorum for a special meeting of the members shall be comprised of one-half of the total membership, in person or by proxy. Should a quorum not be present at such a meeting, a majority of members present in person or by proxy may vote to adjourn the meeting to a later time and/or date. The quorum requirement at the next meeting shall be one-half of the quorum requirement applicable to the meeting adjourned due to a lack of a quorum.
E. At a special meeting of members, each qualified member may be represented at the meeting by assignment a proxy. Assignment shall be to any resident of the State of North Carolina who is 18 years or older. The proxy shall be filed by the member or his proxy with the secretary or registration committee at the meeting. Proxies shall be valid for a term of no more than 60 days after the published meeting date. Proxies shall automatically cease upon conveyance by the member of his property. A Proxy shall become invalid at any meeting in which the member attends in person. A proxy shall not provide a choice of assignees on the proxy form. A proxy holder shall not reassign a proxy to a third party. The proxy form shall be the standard North Carolina Revocable Proxy form, or comparable facsimile.
Section 6.5. Meetings of the board of directors and officers
A. Regular board meetings
1. Regular meetings of the board of directors and officers shall be held monthly, at a date, time and location to be set by the board. Note: The annual meeting shall serve as the April board meeting. The December meeting may be waived at the discretion of the board.
2. Notice of board meetings shall be announced by posting of signs in the common area and/or by posting on the community Website. Posting(s) shall be made at least three days before each meeting except in the case of an emergency in which such a delay could potentially harm the Association.
3. A majority of the directors and qualified officers present at a regular board meeting shall constitute a quorum for the transaction of Association business.
4. At a regular or special meeting of the board, no director or officer shall be represented by proxy.
Board meetings shall be open to all members in good standing.
5. Board meetings may be open to interested parties at the discretion of the directors and officers.
6. Executive Sessions: An executive session of the board is a meeting that shall include directors, officers and others who are invited by the board to attend. Executive sessions shall be held when called by the president of the Association or any two directors. At least three days notice of such a meeting shall be given to each director except in the case of an emergency in which such a delay could potentially harm the Association. Executive sessions shall be limited to:
a) Confidential legal matters.
b) Legal and/or financial circumstances of a member.
c) Matters that may expose a member to embarrassment or ridicule.
B. Special meetings of the board and officers
1. Special meetings of the board of directors shall be held when called by the president of the Association or by any two directors. At least three days notice of such a meeting shall be given to each director except in the case of an emergency in which such a delay could potentially harm the Association.
2. Notice of special meetings of the board shall be announced by posting of signs in the common area and/or by posting on the community Website. Posting(s) shall be made at least three days before each meeting except in the case of an emergency in which such a delay could potentially harm the Association.
3. A majority of the directors and qualified officers present at a special board meeting shall constitute a quorum for the transaction of Association business.
4. At a special meeting of the board, no director or officer shall be represented by proxy.
5. Special meetings of the board shall be open to all members in good standing. Special meetings of the board may be open to interested parties at the discretion of the directors and officers.
Section 6.6. Actions taken without a meeting
The board of directors shall have the right to take any action without a meeting by obtaining the oral or written approval of a majority of directors. In an action taken by the board without a meeting, no director or officer shall be represented by proxy. Any action so approved shall be confirmed and recorded at the next regular meeting and shall have the same effect as though taken at a meeting of the directors and officers.
Section 6.7. Action to amend the Restrictive Covenants
The Restrictive Covenants shall be amended only by the procedures set forth in the Restrictive Covenants of Fairview Forest, Article 13. Amending the Restrictive Covenants.
Article 7. Amending the By-laws
These By-laws may be amended at a regular or special meeting of members by a vote of a majority of a quorum of members present in person or by proxy.
Article 8. Inspection of Association records
Section 8.1. Right to inspect records
A member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described below in Section 8.2. Records. The member shall give the Association written notice of his demand at least five business days before the date on which the member wishes to inspect and copy.
Section 8.2. Records
A corporation shall maintain the following records:
1. Articles of incorporation
2. Bylaws
3. Restrictive Covenants
4. Policies
5. Minutes of meetings
6. All written communications to members generally within the past three year
7. Financial statements during the past three years
8. Names and addresses of its current directors and officers
9. Names and addresses of members
Section 8.3. Qualification
A member may inspect and copy the above listed records only if:
(1) The member's written demand is made in good faith and for a proper purpose.
(2) The member describes with reasonable particularity the purpose and the records the member desires to inspect.
(3) The records are directly connected with the above-stated purpose.
Article 9. Insurance
The Association shall put in place such insurance coverage as is required by the statutes of the State of North Carolina, including § 47F, the Planned Community Act, and § 55A, The Nonprofit Corporation Act. Such coverage shall be reviewed annually.
Article 10. Association seal
The seal of the Association shall consist of two concentric circles between which is the name of the corporation:
FAIRVIEW FOREST HOMEOWNERS' ASSOCIATION, INC., and in the center of which is inscribed SEAL. Such described seal is hereby adopted as the Association seal.
Certification
I, the undersigned, do hereby certify that:
I am the secretary of the Fairview Forest Homeowners' Association, Inc., a North Carolina Corporation; and,
The foregoing By-laws, revised in 2006, constitute the By-laws of said Association, adopted at the annual meeting of the Association held on the 23th day of April, 2006.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the Association, this the 23rd day of June, 2006.
Ingrid Bolick, Secretary
Addendum to the By-laws of April 23, 2006
These Articles were registered with the Secretary of State on May 26, 1989.
ARTICLES OF INCORPORATION OF
FAIRVIEW FOREST
ASSOCIATION, INC.
The undersigned being of the age of eighteen years or more, does hereby make and acknowledge these Articles of Incorporation for the purpose of forming a non-profit corporation under and by virtue of Chapter 55A of the General Statues of the Laws of the State of North Carolina.
1. The name of the corporation is
FAIRVIEW FOREST HOMEOWNERS' ASSOCATION, INC.
2. The period of duration of the corporation is perpetual.
3. The purposes for which the corporation is organized are: Performing such functions for the benefit of Fairview Forest, a restricted subdivision, located off Trantham Creek Road in Fairview Township, Buncombe County, North Carolina, as are authorized by the membership from time to time, and do any other act for the general welfare of those persons who live within the subdivision.
4. The corporation shall have only one class of membership as provided for in the By-Laws of the corporation, as the same from time to time may be amended.
5. The directors of the corporation shall be elected in the manner and for the terms provided for in the By-Laws of the corporation.
6. Membership and voting rights shall be governed by the By-Laws of the corporation.
7. No part of the net earnings of the corporation shall inure to the benefit of any officer, director or member of the corporation, except that, upon dissolution of the corporation, the assets thereof shall, after all of its liabilities and obligations have been discharged or adequate provisions made thereof, be distributed to the members of the Association.
8. The address of the initial registered office of the corporation in Buncombe County is 2000 Hendersonville Highway, Asheville, North Carolina 28803 and the initial registered agent at such address is Stephen Barnwell.
9. The number of directors constituting the initial Board of Directors shall be three (3), and the names and addresses of the persons who are to serve are as follows:
NAME / ADDRESS
Gerald W. Dean, Rt. 7, Box 904, Fairview N. C. 28730
Stephen Barnwell, P.O. Box 236, Skyland, N. C. 28776
Maureen Barnwell, P.O. Box 236, Skyland, N. C. 28776
10. The name and address of the incorporator is Stephen Barnwell, of Buncombe County, Post Office Box 236, Skyland, North Carolina 28776. Fairview Forest Homeowners' Association • 101 Fairview Forest Drive • Fairview, NC 28730
