Oak Ridge Estates POA

 


BY - LAWS

OF THE

PROPERTY OWNERS ASSOCIATION OF OAK RIDGE ESTATES, INC.

ARTICLE I
Section 1.Property Owners Association of Oak Ridge, Estates, Inc. is formed for the purpose of protecting the personal and property rights of all members, their families and guests; for the purpose of promoting the safety and welfare of all members, families and guests; and for the rendering of such services as the Officers and Directors shall deem practical and appropriate to the general welfare and within the limitations set forth in the Articles of Incorporation.
Section 2. To properly carry out the purposes enumerated in Section 1, the Corporation may, at the discretion of its Board of Directors, perform any or all of the following activities, the exercise of which shall be deemed to be within the scope of activities contemplated by the Articles of Incorporation:
  1. Handle the collection of the annual assessment for the maintenance fund, which assessment is a lien running with the land of each property owner. Collect any other additional assessments as proposed by the Board of Directors and approved by the members at large in duly constituted elections.
  2. Provide for the security of the subdivision and the protection of the rights and properties of each member by arranging for police protection.
  3. Administer and disburse the maintenance fund as well as other resources to provide for the maintenance and improvement of roads and streets, piers, parkways and other dedicated areas.
  4. Perform such services as in the judgement of the Board may be necessary and proper to protect the health and safety of the members and to keep the area neat, clean and in good order.
  5. Enforce charges, restrictions, conditions and covenants existing upon and created for the benefit of any member property for which this Corporation renders service and pay any and all expenses incident thereto including court costs and attorney fees.
  6. Negotiate and administer contracts for any of the services the Corporation is authorized to render or for which it is responsible; and for any function or service deemed by the Board to be in the best interest of a majority of members, such as a contract with the water utility company.
  7. Perform such other functions as are deemed necessary and expedient to the promotion of the welfare of the Oak Ridge Estates property owners generally, including but not limited to the issuance of building permits and maintenance of architectural control to insure conformance with the restrictive covenants.
  8. Acquire by donation, gift, purchase or other means, and own, hold, enjoy, lease, operate, maintain, convey, sell, transfer, mortgage or otherwise encumber, dedicate for public use, or otherwise dispose of real or personal property of any kind.
  9. Provide the necessary financial support of the Corporation's operation through handling of the annual assessment on each lot in Oak Ridge Estates, subdivision and such additional assessments as may be necessary or required in the furtherance of the purposes of this Corporation as determined by its Board of Directors and approved by a majority of the members. Additional assessments will be allocated on the basis of lots, regardless of size or location.
Section 3. The activities and services of the Corporation shall be available to all members of the Corporation.
ARTICLE II
Membership
Section 1. Membership in the Corporation will be available to all persons who are owners of real property in the Oak Ridge Estates Subdivision who are not delinquent in the payment of the current (or past) annual assessment(s) against such person's property and who are likewise not delinquent in the payment of any pledge made to the Corporation in furtherance of its purposes. A property owner shall be deemed to be delinquent if such annual assessments or pledges have not been paid by July 1 of the year such payments are due.
Section 2. A husband and wife joint tenants, or tenants in common, or any entity owning property in Oak Ridge Estates shall be considered as one member and entitled to one vote.
Section 3. A member may resign his membership at any time by giving written notice to the Board of Directors.
ARTICLE III
Meetings of the Membership
Section 1. There shall be an annual meeting of the membership on a Saturday between May 1st and August 1st of each year beginning with the year 1983, at a time and place to be designated by the Board of Directors, provided that the specific place shall be within a thirty mile radius of Oak Ridge Estates Subdivision.
Section 2. Special meetings of the membership may be called by President of the Corporation, the Board of Directors, or by any group of members holding not less than 25% of the votes entitled to be cast at such meeting. Special meeting will be conducted on Saturday afternoon.
Section 3. Notice of any meeting of the membership shall be written or printed and shall state place, day and hour of the meeting, whether it is a regular or special meeting, and if the latter, the reason for which the meeting is called. The notice shall be delivered or mailed at least 14 days before but not more than 30 days before such meeting.
Section 4. The cost of notice and conduct of special meetings called by an aggregation of membership other than the Board of Directors shall be borne by the members petitioning for such assembly. Further, the notices shall not be delivered unless the petition is in writing and until the funds to cover the estimated cost of such proceedings have been deposited by the petitioners with the Board of Directors, the President or the Treasurer.
Section 5. At any meeting of the membership 25 percent of the voting members present in person or by proxy shall constitute a quorum for the transaction of business, and a majority of the votes cast by voting members at such meetings shall be the act of the members and shall bind the Corporation. For issues which have been defined in advance notices, ballots in writing may be submitted to the Secretary or President and counted if submitted before the time of the meeting.
Section 6. At any meeting of the membership, the presence of each member and the existence or any proxy authorization shall be filed with the Secretary or other corporate officer recording events.
Section 7. At the option of the Board of Directors, a mail ballot may be submitted to the membership in lieu of a special called meeting. A majority of the mail ballots voted on any question submitted, shall be the act of the members of the corporation.
ARTICLE IV
The Board of Directors
Section 1. The Corporation shall be managed by a Board of Directors consisting of seven (7) members in good standing duly elected to such Board. The Board may be recalled by two-thirds (2/3) majority vote of the membership present at any general meeting or special meeting called for that purpose.
Section 2. At the annual meeting of the membership in 1983, and on every odd numbered year thereafter, four (4) Directors shall be elected to the Board to succeed four (4) of those Directors named in the Articles of Incorporation. Similarly, at the annual meeting of 1984 and each even numbered year thereafter, three (3) additional Directors shall be elected to the Board.
Section 3. Directors elected by the membership shall serve two (2) years or until replaced by an elected successor. The Directors named in the Articles of Incorporation shall serve until replaced by an elected successor in 1983, 1984 or subsequent years.
Section 4. No person shall be a Director of the Corporation unless he is a bona fide member who has paid the assessment for the current year as provided in Article II, Section 1.
Section 5. If any Director shall cease to be a qualified member, he shall cease automatically to be a Director. If any director shall fail to attend three (3) consecutive board meetings he may be removed by the remaining directors.
Section 6. Any vacancies occurring on the Board of Directors prior to the expiration of the term shall be filled by majority vote of the remaining directors.
Section 7. The Board of Directors shall meet regularly on a quarterly basis in March, June, September, and December. Special meetings of the Board of Directors may be called by the President or by any three or more directors. Notice of special meetings shall be delivered or mailed to each director at least five (5) days before the date set for the meeting; provided, however that notice of a special meeting may be given in person or by telephone directly to the directors, or any of them at any time prior to the meeting and, if a quorum can thereby be convened, the special meeting may proceed. Any such notice shall state the business proposed to be transacted and only such business may be transacted unless all Directors are present and agree unanimously to transact other business.
Section 8. Every act or decision by the majority of the Directors present at a meeting at which a quorum is present shall be regarded as the act of the Board of Directors, except as otherwise provided by statute or in the Articles of Incorporation or these By-Laws, and as such shall bind the Corporation. In the absence of a quorum, a majority of the directors present may adjourn the meeting to a later date, and from time to time if necessary, until the next regular meeting of the Board of Directors.
Section 9. The office of Director shall be non-compensatory, but the Board may authorize the reimbursement of actual expenses incurred by any Director under instructions from the majority.
Section 10. A majority of duly elected and qualified Directors shall constitute a quorum for the transaction of any and all business of the Corporation.
Section 11. The Board of Directors, as representatives of the members of the Association, shall establish the policies, criteria and limitations within which the officers of the Corporation shall administer the corporate affairs. Pursuant to these general duties, the Board of Directors shall be responsible for the specific accomplishment of the following duties, among others:
  1. Establish the operating budget within which the Officers shall administer the corporate affairs annually.
  2. Study and approve or deny plans submitted by the Officers for the accomplishment of the purposes of the Corporation.
  3. Appoint, or delegate to others the appointment of all agents (other than officers) and employees of the Corporation; fix their terms and conditions of employment and compensation.
  4. Supervise all officers, agents and employees in the performance of their duties; remove any officers from office; and discharge any employee or agent. Such removal or discharge must be with just cause.
  5. Maintain, or provide for the maintenance of, complete records of all money received and expended, and make a full and complete report thereof to the membership at each regular meeting thereof. The said books and records shall be open to the inspection of the membership at reasonable business hours.
  6. Keep a complete record of all meetings of the Directors and the proceedings thereof, such records to be open to the inspection of the membership at reasonable business hours.
  7. Perform such functions as specified as the responsibility of the Board in the restrictive covenants relative thereto.
  8. Request of the membership the contribution of labor or other personal services which may help to accomplish the goals of the Corporation without undue financial obligation.
  9. Perform any and all other acts and duties, have and exercise any and all other power and authority provided for in these By-Laws and in the Articles of Incorporation, both as amended, in the pursuit and satisfaction of the purposes of this Corporation.
Section 12. Standing committees or committees protem may be established from time to time as deemed necessary or expedient by a majority of the Directors voting at any regular or specially convened meeting. Upon establishment of such committee or committees, the Board of Directors shall then and there determine the purpose and function of each committee, its composition and duration, and shall nominate, elect and appoint a chairman and specify the term of his or her office; such details to be memorialized in the minutes of that meeting. The Board may either appoint the other members of the committee or delegate authority to the duly appointed Chairman to select and appoint the other members. No member of any committee shall be appointed to serve a term extending beyond the expiration of the current term of the chairman of that committee.
ARTICLE V
The Officers
Section 1. The Officers of the corporation shall be a President, a Vice-President, a Secretary, and a Treasurer. The office of President and Treasurer or Secretary shall not be held by the same person. Any such officer who has not been elected as a member of the Board of Directors shall be an ex-officio member of the Board with full voting rights.
Section 2. The Officers shall serve for two-year terms. Election of the Officers shall be by vote of the Directors.
Section 3. No person shall serve as an officer unless he shall be a bona fide member of the Corporation for the current year, as defined in Article II, Section 1. Should any officer become disqualified or disabled to serve during his term, the appointment of such officer shall immediately terminate and the Board of Directors shall elect another to fill the unexpired term.
Section 4. No Officer of the Corporation shall be compensated for his services as such. Actual expenses incurred by any officer or agent of the Corporation at the direction of the Board of Directors may be reimbursed.
ARTICLE VI
The President
Section 1. The President shall preside over all meetings of the membership and of the Board of Directors.
Section 2. He shall execute on behalf of the Corporation all contracts and other instruments of writing which have first been approved or authorized by the Board of Directors.
Section 3. He shall serve as general manager of the Corporation and be responsible for the operation thereof, subject to the limitations and restrictions of budget, policy and criteria established by the Board of Directors.
Section 4. The President shall be an advisory, non-voting member of all committees and shall be notified of all meetings in advance so as to be available and shall be advised of the action of all committees.
ARTICLE VII
The Vice-President
Section 1. The Vice-President, in the absence or inability of the President to serve, shall preside at all meetings of the membership and of the Board of Directors.
Section 2. In the absence or inability of the President to serve, the Vice-President shall have all the power and authority, and shall perform all the duties conferred by these By-Laws upon the President.
Section 3. He shall perform all such other duties and have all such other authority as may be delegated by the President with the approval of the Board of Directors.
ARTICLE VIII
The Secretary
Section 1. The Secretary shall keep a record of all meetings and proceedings of the Board of Directors and the membership.
Section 2. He shall prepare and deliver or mail notices of meetings of the Board of Directors and of the membership.
Section 3. He shall keep appropriate records showing the membership of the Corporation, together with their addresses as furnished by such members.
Section 4. He shall perform all such other duties and have all such other authority as may be prescribed by the Board of Directors or as provided in these By- Laws.
ARTICLE IX
The Treasurer
Section 1. The Treasurer shall keep and maintain, and provide for full and complete records of all matters with respect to the financial affairs of the Corporation. Such records shall at all times show the ownership of each and every lot within the addition and the address of the owner. The records shall also show all payments of maintenance charges, the date, by whom made, the lot involved, and such other and further information as may be directed from time to time by the Board of Directors. Such records shall also disclose all disbursements, which shall be supported and substantiated by proper vouchers and other appropriate evidence.
Section 2. He shall prepare for the Board of Directors, as requested by the Directors, a full and complete analysis and report in proper form of the financial condition of the Corporation, and present such reports to the Directors and the membership at the regular meetings.
Section 3. He shall deposit, or cause to be deposited, all money and other valuable effects received by the Corporation in the name and to the credit of the Corporation as directed by the Board of Directors. He shall withdraw all such funds from the bank pursuant to proper resolution of the Board of Directors and upon proper voucher or other evidence of disbursal authority.
Section 4. He shall perform such other duties and have such other authority as may be prescribed by the Board of Directors or as provided in these By-Laws.
ARTICLE X
Miscellany
Section 1. The masculine term is used in the By-Laws for convenience only and shall be construed to include the feminine thereto.
Section 2. Robert's Rules of Order will be used for orderly progression at all Association meetings.
ARTICLE XI
The By-Law
Section 1. Amendments may be made to these By-Laws by vote of a majority of the members present in person or by proxy at any regular meeting, or at a special meeting called for that purpose, or by special mail ballot. The revisions shall be within the scope and prerogative authorized by the Articles of Incorporation and the law.
Section 2. These By-Laws are duly adopted as the By-Laws of the Oak Ridge Estates Property Owners Association, Inc., this ________day of________1982, as evidenced by the signatures of each Director hereto.

/s/ Paul V Cogswell

/s/ Tex Noey

/s/ Jerry B. Elliott

/s/ Ralph Cole Jr.

/s/ C. L. Morris, Jr.

/s/ William E. Pryor

/s/ Everett L Wilson
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