BY-LAWS
MOUNTAIN MEADOWS PROPERTY ASSOCIATION
Since 1979, the Mountain Meadows Property Owners Association (POA) was organized to maintain the vision and standards expected by our owners
ARTICLE I
NAME AND LOCATION
Section 1. Name. The name of the corporation is MOUNTAIN MEADOWS PROPERTY OWNER’S ASSOCIATION. Hereinafter referred to as the “Association.”
Section 2. Location. The Principal Office and Registered Office of the corporation shall be located in Avery County, North Carolina.
ARTICLE II
DEFINITIONS
Section 1. “Association” shall mean and refer to MOUNTAIN MEADOWS PROPERTY OWNERS ASSOCIATION, INC. a North Carolina non-profit corporation, its successors and assigns.
Section 2. “Declaration” shall mean and refer to the Declaration of Covenants and restrictions applicable to the properties recorded in the Office of the register of deeds for Avery County, North Carolina.
Section 3. “Lot” shall mean and refer to any plot of land, with delineated boundary lines, appearing on any recorded sub-division map of the properties.
Section 4. “Member” shall mean and refer to every owner of a lot and to every person or entity who holds membership in the Association.
Section 5. “Owner” shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
Section 6. “In Person Ballot” shall mean the voting member submits a completed ballot to the Secretary prior to the Annual Meeting.
Section 7. “Absentee Ballot” shall mean the voting member submits a completed ballot to the Secretary via U.S. Mail prior to the Annual Meeting.
Section 8. “Electronic Ballot” shall mean the voting member electronically scans a completed ballot in a “read only” format such that it cannot be altered. That ballot is emailed to the Secretary prior to the Annual Meeting.
Section 9. “Written Proxy” shall mean a voting member has designated another voting member or the Secretary to complete the ballot on their behalf. This is accomplished by completing the proxy portion of the ballot and sending it either to the designated member or to the Secretary for them to complete the ballot. The completed ballot will be submitted to the Secretary prior to the Annual Meeting.
ARTICLE III
MEETING OF MEMBERS AND VOTING RIGHTS
Section 1. Annual Meeting. Annual meeting of the Association shall be held at such times and places as may be designated by the Board and specified in the notice of each such meeting, for the purpose of electing members of the Board and for the transaction of such other business as may be properly brought before the meeting.
Section 2. Special Meetings. Special meetings of the Members may be called at any time by the President or by a majority of the Board of directors, or upon written request of the Members who are entitled to vote ten percent (10%) of all the votes appurtenant to the Lots.
Section 3. Place of Meetings. All meetings of the Members shall be held at such place, within Avery County, North Carolina, as shall be determined by the Board of Directors of the Association.
Section 4. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, or sent by electronic means including electronic mail over the Internet not less than 10 days nor more than 50 days before the date of such meeting to each member entitled to vote thereat, addressed to the Member’s address last appearing on the books of the Association, or to an electronic mailing address designated in writing by the owner, supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and in the case of a special meeting, the purpose of the meeting.
Section 5. Quorum. The presence at the meeting of Members entitled to cast, or of proxies entitled to cast ten percent (10%) of the votes appurtenant to the Lots shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote there shall have the power to adjourn the meeting, until a quorum as aforesaid shall be present or be represented, in accordance with NCPCA 47F3-109.
Section 6. Voting. Each Owner of a Lot shall be entitled to one vote for such Lot. When more than one person owns an interest (other than leasehold or security interest) in any Lot, all such persons shall be members and the voting rights appurtenant to said Lot shall be exercised as they, among themselves, determine but in no event shall more than one (1) vote be cast with respect to any Lot.
Section 7. Methods: At all meetings of Members, each member may vote by submitting a ballot in person, by absentee ballot, by electronic ballot, or by written proxy. Absentee ballots must be received by the Secretary prior to the date of any meeting of Members. All proxies shall be in writing and shall be filed with the Secretary prior to the date of the meeting of Members, and shall expire at the adjournment of the meeting referenced on the proxy. A proxy shall be revocable by providing signed written notice to the Secretary prior to the Member meeting.
Section 7a: Voting Tally Procedure: Ballots, proxies and electronic ballots will be submitted to the Secretary prior to the call to order of any meeting of Members or, if no meeting is held concurrent, prior to the date of the ballot tally stated in the Notice to Members. The Secretary shall appoint two tellers, who shall not be members of the Board; nor shall they have any interest in or benefit from any issue being voted upon; nor shall they be spouses, co-owners or relatives of any candidate appearing on the ballot. The Secretary will monitor the tellers as they count and tally the ballots, proxies and electronic ballots. The tellers will record the number of votes for and against any issue presented on the ballot, and the number of votes cast for each candidate, on a tally sheet the Secretary provides. The Secretary will present this completed tally sheet to the President who will announce to the Membership present the results of the voting issue(s) as accepted or rejected respectively, along with the names of the candidates receiving the highest number of votes to fill the vacant seats on the Board.
Section 8. Waiver of Notice. Any member may, at any time, waive notice of any meeting of the Members in writing and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a member at any meeting of the members shall constitute a waiver of notice by him/her of the time and place thereof except where a Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called. If all the Members are present at any meeting of the Members, no notice shall be required and any business may be transacted at such meeting.
Section 9. Rules of Procedure. All meetings of the membership and of the Board of Directors shall be conducted under the rules set forth in the most recent edition of Robert’s Rules of Order.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Number. The business and affairs of the Association shall be managed by a Board of Directors. The Board shall consist of not less than five nor more than seven elected Members who are Members of the Association.
Section 2. Term of Office. At each annual meeting the Members shall elect directors as deemed necessary by the Board to fill expiring term seats in accordance with Section 1 of this Article. Each director elected will serve a term of three (3) years; and a director may be reelected for a second consecutive term. At the end of a second term (full or partial) of a director, the director and any spouse or partner or co-owner sharing ownership of the Lot or Lots which qualified the director for office may not be elected to the Board of Directors until the expiration of two (2) years. Each director shall continue to hold office until his/her death, resignation, retirement removal, disqualification or until a successor is elected and qualifies.
Section 3. Nominations. Nomination for election to the Board of directors shall be made by a Nominating Committee. The Nominating Committee shall consist of a Chair, who shall be a member of the Board of directors, and two or more Members of the Association. The Nominating Committee shall be appointed by the Board of directors immediately after each annual meeting of the Members to serve from the close of such annual meeting until the close of the next annual meeting. The Nominating Committee shall make as many nominations for election to the Board of directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled.
Section 4. Election. Directors shall be elected at the annual meeting of the Members by written or electronic ballot. At such election, the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the Articles of Incorporation. The persons receiving the largest number of votes shall be elected and will take office immediately. Cumulative voting is not permitted.
Section 5. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association. In the event of death, resignation or removal of a director, a successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his/her predecessor. The Members may elect a director at any time to fill any vacancy not filled by the directors.
Section 6. Compensation. No director shall receive compensation for any service the director may render to the Association. However, any director may be reimbursed for actual expenses incurred in the performance of his/her duties.
ARTICLE V
MEETING OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held during the 2nd, 3rd and 4th quarters, at such places and hour as may be fixed by resolution of the Board.
Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two directors, after not less than five (5) days’ notice to each director.
Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
Section 4. Informal Actions by Directors. Action taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all of the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action is taken.
Section 5. Liability of the Board. The members of the Board of directors shall not be liable to the Owners for any mistake of judgments, negligence or otherwise except for their own individual willful misconduct or bad faith. The owners shall indemnify and hold harmless each of the members of the Board against all contractual liability to others arising out of contracts made by the Board in behalf of the Association unless any such contracts shall have been made in bad faith or contrary to the provisions of the Articles of Incorporation, Declaration of Restrictions or these Bylaws. It is intended that the members of the Board of Directors shall have no personal liability with respect to any contract made by them on behalf of the Association, except to the extent that they are Owner(s).
ARTICLE VI
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. The Board of directors shall have power to:
(a) suspend the voting rights of a Member during any period in which such Member shall be in default in the payment of any assessment levied by the Association;
(b) exercise for the association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these Bylaws, the articles of Incorporation or the Declaration of restrictions;
(c) declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors;
(d) employ an independent contractor or such other employees it deems necessary, and to prescribe their duties;
(e) employ attorneys to represent the Association when deemed necessary;
(f) appoint and remove at pleasure all officers, agents and employees of the Association, prescribe their duties, fix their compensation and require of them such security or fidelity bond as it may deem expedient.
Section 2. Duties. It shall be the duty of the Board Directors to:
(a) cause to be kept a complete record of its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members, or at any special meeting when such statement is requested in writing by Members entitled to at least ten percent (10%) of the votes appurtenant to the lots;
(b) supervise all agents and employees of the Association, and to see that the duties are properly performed;
(c) to fix the amount of annual assessment against each Lot for the conduct of normal functions of the Association and the repair, maintenance and improvements of roads, entrances, rights-of-way and other common areas. The amount of this assessment against each lot shall be fixed on or before August 1of each year and written notice of each assessment shall be sent to every member no later than September 15 of each year. Payment of the assessment will be due on or before November 1 of each calendar year. Assessment for purposes other than those stated herein shall be submitted to the action of the members at an Annual or Special Meeting;
(d) to file a claim of lien against any property for which assessments are not paid within ninety (90) days after the date or to bring action at law against the owner personally obligated to pay the same;
(e) to inform any property owner on whom a claim of lien has been filed that the owner shall be ineligible to vote on any procedures of the association until such time as the claim of lien has been cleared away;
(f) procure and maintain adequate liability insurance covering the Association and directors and officers thereof;
(g) cause all officers or employees having fiscal responsibilities to be bonded as it may deem appropriate.
ARTICLE VII
OFFICERS AND THEIR DUTIES
Section 1. Officers. The officers of the association shall be a President and Vice-President, who shall at all times be members of the Board of Directors. A Secretary and a Treasurer that are not members of the Board may from time to time be appointed by resolution by the Board.
Section 2. Election of Officers. The election of officers shall take place at the first scheduled Board meeting after the annual meeting of Members. Unless otherwise required, the election of officers shall take place at a special meeting called by the current President and conducted immediately following the Annual Meeting. This meeting shall be attended by currently serving and newly elected board members only.
Section 3. Term. Each officer of the Association shall be elected annually by the Board and each shall hold office for one (1) year and a qualified successor is elected or appointed by the Board or until death, resignation, retirement, removal, or disqualification.
Section 4. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5. Vacancies. 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 6. Multiple Offices. The offices of Secretary and Treasurer may be held by the same person. No person shall hold more than one of any of the other offices.
Section 7. Compensation. No officer shall receive any compensation from the Association for acting as such.
Section 8. Duties.
(a) The President shall be the principal executive officer of the Association, and subject to the control of the Board, shall supervise and control the management of the Association. The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all written instruments unless this authority is delegated in writing and shall sign all promissory notes and any check greater than $20,000, as President jointly with the Treasurer.
(b) The Vice-President shall act in the place and stead of the President in the event of the President’s absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of the vice-president by the Board.
(c) The Secretary shall record the votes and keep the minutes of all 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 and of the Members; keep appropriate current records showing the Members of the association together with their addresses; and shall perform such other duties as required by the Board.
(d) The Treasurer shall receive and deposit in appropriate bank accounts all moneys of the association and disburse such funds as directed by resolution of the Board of directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by an accountant at the completion of each fiscal year; prepare and submit tax reports as required by law; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting and deliver a copy of each to the Members. The Treasurer shall provide the Secretary with access to all banking instruments (e.g. online accounts, checks, etc.) as well as the combination to the MMPOA postal box.
ARTICLE VIII
COMMITTEES
Section 1. The Nominating Committee. The Board shall appoint a Nominating Committee as provided in these Bylaws. In addition, The Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.
Section 2. The Building Plans Committee. The Building Plans Committee, a standing committee, shall be named by the Board of Directors. This committee shall consist of three persons, the President of the Association and two named by the members of the Board of Directors for terms of three years. The appointed members need not be members of the Board of Directors and shall hold terms of office that shall not expire at the same time, and all may be reappointed.
ARTICLE IX
ASSESSMENTS
Each member is obligated to pay the Association annual and special assessments, which are secured by a continuing lien upon the property against which the assessment is made.
ARTICLE X
AMENDMENTS
These Bylaws may be amended, at a regular or special meeting of the Members, by a two-thirds (2/3) vote of a majority of a quorum of members present in person, in writing, or by a proxy vote, provided the amendment has been submitted in writing to the membership at least one (1) month prior to the annual or special meeting.
ARTICLE XI
MISCELLANEOUS
The fiscal year of the Association shall begin on the first day of September and end on the 31st day of August of every year, except that the first fiscal year shall begin on the date of incorporation.
ARTICLE XII
ARBITRATION
Any claim which shall be made against one or more members of the Board of directors shall be settled by arbitration except as otherwise provided herein, in the declaration or under any applicable law, and judgment upon the reward may be entered in any court having jurisdiction thereof. Such arbitration shall be commenced upon the delivery of such claim, in writing, to one or more members of the Board; and shall be before one disinterested arbitrator if one can be agreed upon, otherwise before three (3) disinterested arbitrators, one named by the Director(s), one by the Owner(s), and one by the two (2) thus chosen. The arbitrator or arbitrators shall determine the controversy in accordance with the laws of North Carolina as applied to the facts found by him or them. If the Director(s) or the Owner(s) shall refuse or fail to so name an arbitrator within thirty (30) days after written notice from the other party requiring the naming of an arbitrator, then the arbitrator so named by the party not in default hereunder shall have the power to proceed to arbitrate and determine the matters in controversy as if he were an arbitrator appointed by both parties for that purpose, and his award in writing signed by him shall be final. The rules of procedure for the arbitration hearing may be adopted by the arbitrators. All arbitration proceedings hereunder shall be conducted in Avery County, North Carolina.
BY-LAWS HISTORY
(1) Revised at the annual meeting 08/09/1997
(2) Revised at a special meeting 10/08/2005 Additional language removed from Article IX since it contradicted new restrictions adopted on same day
(3) Revised an annual meeting 08/09/1997
(4) Revised by special ballot referendum approved on 06/13/2019 and recorded with Avery County on 9 July 2019. See the following:
Article II – Definitions
Sections 6-9 – Added language to define our methods of casting ballot measures such as board candidates and amendments to governing documents.
Article III – Meeting of Members and Voting Rights
Section 2 – Updated to allow special meetings to be called by 10% of the membership instead of 25%. This conforms to the NC Planned Community Act.
Section 5 – Updated to allow membership meetings to have a quorum of 10% of the membership instead of 25%. This conforms to the NC Planned Community Act.
Section 7a – Added this section to describe our vote tallying procedures.
Article IV – Board of Directors
Section 1 – Updated to allow for an odd number of board members instead of the current 6 members. This will prevent a tie as the board votes on any given issue. Ideally, we will strive for 7 members to occupy the board at all times.
Section 3 – Removed language that would allow board nominations from the floor of the Annual Meeting. This would have prevented absentee members from considering such a nominee.
Section 4 – Added language to allow for electronic ballot submission via email.
Article VI – Powers and Duties of the Board of Directors
Section 2a – Updated to allow members to request any documentation related to board operations by 10% of the membership instead of 25%. This conforms to the NC Planned Community Act.
Article VII – Officers and Their Duties
Section 1 - Clarified existing language to allow for the option of having a serving Secretary and/or Treasurer that are NOT members of the board. They would be appointed by the board instead of elected by the membership and would serve for a period of 1(one) year.
Section 8a - Inserted language to require the President and Treasurer to jointly sign any check written in the amount greater than $20,000.
Section 8d - Inserted language to codify the access of MMPOA banking and mail services by both the Treasurer and Secretary. We have been sharing this access for several years but wanted the practice put in writing.