Hide-A-way Condominiums

By-Laws

                                                                                        BYLAWS

OF

THE HIDEAWAY CONDOMINIUM ASSOCIATION

 

A Corporation not for profit under the Laws of the State of North Carolina

 

1.      IDENTIFY. These are the bylaws of THE HIDEAWAY CONDOMINIUM ASSOCIATION, a non-profit corporation under the laws of the State of North Carolina, the Articles of Incorporation of which were filed in the Office of the Secretary of State (herein “Association”).  It has been organized for the purpose of administering the operation, management and maintenance of THE HIDEAWAY CONDOMINIUM, a series of condominiums to be established in accordance with the laws of the State of North Carolina upon the property situate, lying and being in Catawba Springs Township, Lincoln County, North Carolina, and described in Exhibit “A” of the Declaration of Condominiums incorporated herein by reference (herein “Condominium”).

 

A.     The provisions of these Bylaws are applicable to the Condominium, and the terms and provisions hereof are expressly subject to the terms, provisions, conditions and authorization contained in the Articles of Incorporation and in the Declaration of Condominium which will be recorded in the Lincoln County Public Registry, North Carolina, at the time said property and the improvements now situated thereon are submitted to the plan of condominium ownership, the terms and provisions of said Articles of Incorporation and Declaration of Condominium to be controlling whenever they may be in conflict herewith.

 

B.     All present or future owners, tenants, future tenants, or their employees, or any person who might use the Condominium or any of the facilities thereof in any manner, are subject to the regulations set forth in these Bylaws and in said Articles of Incorporation and Declaration of Condominium.

 

C.     The office of the Association shall be at such place in Lincoln or Mecklenburg County, North Carolina, as the Board of Directors shall designate from time to time.

 

D.     The fiscal year of the Association shall be the calendar year, except that in the initial year of operation of the Condominium, the fiscal year shall commence with the closing of the sale of the first Condominium Unit.

 

2.      MEMBERSHIP, VOTING, QUORUM, PROXIES

 

A.     The qualification of members, the manner of their admission to membership and termination of such membership, and voting of members, shall be as set forth in Article VI of the Articles of Incorporation of the Association, the provisions of which said Article VI are incorporated herein by reference.

 

B.     A quorum at members’ meetings shall consist of persons entitled to cast twenty percent (20%) of the votes of the entire membership.  The joinder of a member in the action of a meeting by signing and concurring in the minutes hereof shall constitute the presence of such person for the purpose of determining a quorum.

 

C.     The vote of the owners of a Condominium Unit owned by more than one person or by corporation or other entity shall be cast by one person named in a Certificate signed by all of the owners of the Condominium Unit and filed with the Secretary of the Association, and such Certificate shall be valid until revoked by subsequent Certificate.  If such a Certificate is not on file, the vote of such owners shall not be considered for any purpose.

D.     Votes may be cast in person or by proxy.  Proxies shall be valid only for the particular meeting designated thereon and must be filed with the Secretary before the appointed time of the meeting.

 

E.      Approval or disapproval of a Unit Owner upon any matter, whether or not the subject of an Association meeting, shall be by the same person who would cast the vote of such Owner if in an Association meeting.

 

F.      The terms “majority of the members” or “majority of the membership” when used in the context of membership voting rights shall mean the owners of in excess of fifty percent (50%) of the aggregate interest in the Common Areas and Facilities.

 

G.     Except where otherwise required under the provisions of the Articles of Incorporation of the Association, these Bylaws, the Declaration of Condominium, or whether the same may otherwise be required by law, the affirmative vote of the persons entitled to cast a majority of the votes at any duly called members’ meeting at which a quorum is present shall be binding upon the members.

 

3.      ANNUAL AND SPECIAL MEETING OF MEMBERSHIP

 

A.     There shall be two (2) annual meetings, one meeting to be held in June of each year for the election of Directors and any other business to be transacted.  The second meeting shall be held in December of the same year for the consideration of the proposed budget for the next fiscal year adopted by the Board of Directors in accordance with Declaration of Condominiums, Articles of Incorporation, and Bylaws.  Also any other business of the Association may be transacted at this time.

 

B.     Special Members’ Meeting shall be held whenever called by the President or Vice President or by a majority of the Board of Directors and must be called by such Officers upon receipt of written request from members of the Association owning a majority of the Condominium Units.

 

C.     Notice of all members’ meetings’ regular or special, shall be given by the President, Vice President or Secretary of the Association, or other Officer of the Association in absence of said officers, to each member, unless waived in writing, such notice to be written and to state the time and place and purpose for which the meeting is called.  Such notice shall be given to each member not less than ten (10) days nor more than sixty (60) days prior to the date set for such meeting, which notice shall be mailed or delivered personally to each member within said time.  If delivered personally, receipt of such notice shall be signed by member, indicating the date on which such notice was received by him.  If mailed, such notice shall be deemed to be properly given when deposited in the United States Mail addressed to the member at his post office address as it appears on the Register of Owners of the Association as of the date of mailing such notice, the postage thereon prepaid.  Proof of such mailing shall be given by the Affidavit of the person giving notice.  Any member may, by signed written waiver of notice, waive such notice, and when filed in the records of the Association, whether before or after the holding of the meeting, such waiver shall be deemed equivalent to the giving of notice to the member.  If any member’ meeting cannot be organized because a quorum has not attended, or because the greater percentage of the membership required to constitute a quorum for particular purposes has not attended (whenever the latter percentage of attendance may be required as set forth in the Article of Incorporation, these Bylaws or the Declaration of Condominium), the members who are present, either in person or by proxy, may adjourn the meeting from time to time until a quorum, or the required percentage of attendance, if greater than a quorum, is present.

 

 

D.     The order of business as far as practical at any members’ meeting, shall be:

 

1.      Calling of the roll and certifying of proxies;

2.      Proof of notice of meeting or waiver of notice;

3.      Reading and disposal of any unapproved minutes;

4.      Reports of Officers;

5.      Reports of Committees;

6.      Appointment of Inspectors of Election by chairman;

7.      Unfinished business;

8.      New business; and

9.      Adjournment.

 

4.      BOARD OF DIRECTORS.

 

A.     The Board of Directors shall consist of five (5) Owners, with all five of the Directors being elected at the annual meeting or at a special meeting called for such purpose.  Two (2) Directors shall be elected to serve a 2 year term.  Three (3) Directors shall be elected to serve a 1 year term.  After the first year you elect only 3 Directors each year.  Two (2) Directors will be left on the Board with 1 year terms left.  The highest Two (2) vote collectors shall always be on the Board for Two (2) years.  All the officers of the Corporation shall be picked from the 5 member Board of Directors.  The new Board of Directors shall vote for these positions themselves at the first Board of Directors meeting scheduled for business.  The officers of the Corporation are: President, Vice President, Treasurer, and the Secretary.  The Secretary’s position can be filled from the Board of Directors or from the Association, also to be picked by the Board of Directors.  Terms of the Directors elected shall commence on the first day of the first month following the election month.

 

B.     Election of Directors shall be conducted in the following manner:

 

1.      If, for any reason any Board of Director does not finish their term of office the present Board of Directors will appoint a person of their choice of unit owners by a vote of the Board to complete the unexpired term only.

 

2.      In the election of Director, there shall be appurtenant to each Condominium Unit a total vote equal to the number or Directors to be elected multiplied by the Unit’s appurtenant undivided interest in the Common Area as set forth in Exhibit “B” of the Declaration, whichever is then in effect; provided, however, that no member or Owner of one (1) Condominium Unit may cast a vote greater than the Unit’s appurtenant undivided interest in the Common Area for any one person nominated as a Director so that voting for Directors shall be noncumulative.

 

C.     The organizational meeting of each newly elected Board of Directors shall be held within ten (10) days of their election, at such time and at such place as shall be fixed by the Directors at the meeting at which they were elected, and no further notice of the organizational meeting shall be necessary, provided a quorum shall be present.

 

D.     Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the Directors.  Notice of regular meetings shall be given to each Director, personally or by mail, telephone or telegram, at least three (3) days prior to the day named for such meetings, unless notice is waived.

 

 

E.      Special meetings of the Directors may be called by the President, and must be called by the Secretary at the written request of one third of the votes of the Board.  Not less than three (3) days’ notice of a meeting shall be given to each Director, personally or by mail, telephone or telegram, which notice shall state the time, place and purpose of the meeting.

 

F.      Any Director may waive notice of a meeting before or after the meeting, and such waiver shall be deemed equivalent to the giving of notice.

 

G.     A quorum at a Directors’ meeting shall consist of the Directors entitled to cast a majority of the votes of the entire Board.  The acts of the Board approved by a majority of the votes cast at a meeting at which a quorum is present shall constitute the acts of the Board of Directors, except as specifically otherwise provided in the Articles of Incorporation, these Bylaws or the Declaration of Condominium.  If any Directors’ meeting cannot be organized because a quorum has not attended, or because the greater percentage of the Directors required to constitute a quorum for particular purposes has not attended, whenever the latter percentage of attendance may be required as set forth in the Articles of Incorporation, these Bylaws, or Declaration of Condominium, the Directors who are present may adjourn the meeting from time to time until a quorum, or the required percentage of attendance, if greater than a quorum is present.  At any adjourned meeting, any business that might have been transacted at the meeting as originally called may be transacted without further notice.  The joinder of a Director in the action of a meeting by signing and concurring in the minutes thereof shall constitute the presence of such Director for the purpose of determining a quorum.

 

H.     The Presiding Officer of Directors’ meeting shall be the President of the Association.  In the absence of the Presiding Officer, the Directors present shall designate one of their numbers to preside.

 

I.        Director’s fee, if any, shall be determined by the members.

 

J.       All of the powers and duties of the Association shall be exercised by the Board of Directors, including those existing under the common law and statutes, the Articles of Incorporation of the Association, these Bylaws and the Declaration of Condominium.  Such powers and duties shall be exercised in accordance with said Articles of Incorporation, these Bylaws and the Declaration of Condominium, and shall include, without limiting the generality of the foregoing, the following:

 

1.      To make, levy and collect assessments against members and members’ Condominium Units to defray the costs of the condominium, as provided in Article 23 of the Declaration of Condominium, which Article is herein incorporated by reference, and to use the proceeds of said assessments in the exercise of the powers and duties granted unto the Association;

 

2.      To maintain, repair, replace, operate and manage the Common Areas and Facilities whenever the same is required to be done and accomplished by the Association for the benefit of its members; and further, to approve any expenditure made or to be made for said purposes;

 

3.      To reconstruct any part of the Common Property after casualty in accordance with Article 21 of the Declaration of Condominium, and to make further improvement to the Common Property, real or personal, and to make and to enter into any and all contracts, necessary  or desirable to accomplish said purposes;

 

4.      To make, amend and enforce regulations governing the use of the Common Property and Condominium Units so long as such regulations and or amendments thereto do no conflict with the restrictions and limitations which may be placed upon the use of such property under the terms of the Articles of Incorporation and Declaration of Condominium;

 

5.      To acquire, operate, lease, manage and otherwise trade and deal with property, real and personal, including Condominium Units in the Condominium as may be necessary or convenient in the operation and management of the Condominium, and in accomplishing the purposes set forth in the Declaration of Condominium, provided that the acquisition of real property other than Condominium Units shall require the approval of the Association;

 

6.      To acquire now or at any time hereafter, and to enter into leases and agreements whereby the Association acquires leaseholds, memberships, and other possessor or use interests in lands, or facilities, including, but not limited to, swimming pools, tennis and other recreational facilities, whether or not contiguous to the lands of the Condominiums, to provide enjoyment, recreation or other use or benefit to the owners of Condominium Units;

 

7.      To contract for the management of the Condominium, and to designate to such contractor all of the powers and duties of the Association, except those which may be required by the Declaration of Condominium to have approval of the Board of Directors or membership of the Association.  The term of any such contract may not exceed three (3) years;

 

8.      To enforce by legal means or proceedings the provisions of the Articles of Incorporation and Bylaws of the Association, the Declaration of Condominium and the regulations hereinafter promulgated governing use of the Common Property in the Condominium;

 

9.      To pay all taxes and assessments which are or may become liens against any part of the Condominium, other than Condominium Units and the appurtenances thereto, and to assess the same against the members and their respective Condominium Units subject to such liens;

 

10.  To purchase insurance for the protection of the members of the Association against casualty and liability in accordance with Article 20 or the Declaration of Condominium;

 

11.  To pay all costs of power, water, sewer, and other utility services rendered to the Condominium and not billed to the Owners of the Separate Condominium Units; and

 

12.  To designate and remove personnel necessary for the maintenance, repair, replacement and operation of the condominium, including the Common Property;

 

K.     Any one or more of members of the Board of Directors may be removed, either with or without cause, at any time by a vote of the members owning a majority of the Condominium Units in the Condominium, at any Special Meeting called for such purpose, or at the Annual Meeting.  Provided, however, that only the Declarant shall have the right to remove a Director appointed by it.

 

5.      OFFICERS.

 

A.     The executive officers of the Association shall be a President, who shall be a Director, a Vice President, a Treasurer, a Secretary and an Assistant Secretary, all of whom shall be elected annually by the Board of Directors and who may be peremptorily removed by a vote of the Directors at any meeting.  Any persons may hold two or more officers, except that the President shall not also be Vice President, Secretary or an Assistant Secretary.  The Board of Directors shall, from time to time, elect such other officers and designate their powers and duties as the Board shall find to be required to manage the affairs of the Association.

 

B.     The President shall be the chief executive officer of the Association.  He shall have all of the powers and duties which are usually vested in the office of the president of any association, including the power to appoint committees from among the members as he may determine appropriate to assist in the conduct of the affairs of the Association.

 

C.     The Vice President shall, in the absence or disability of the President, exercise the powers and perform the duties of President.  He shall also generally assist the President and exercise such other powers and perform such other duties as shall be prescribed by the Directors.

 

D.     The Secretary shall keep the minutes of all proceedings of the Directors and the members.  He shall attend to the giving and serving of all notices to the members and Directors, and such other notices required by law.  He shall have custody of the seal of the Association and affix the same to instruments requiring a seal when duly signed.  He shall keep the records of the Association, except those of the Treasurer, and shall perform all other duties incident to the office of secretary of an association and as may be required by the Directors or the President.  The Assistant Secretary shall perform the duties of the Secretary when the Secretary is absent.

 

E.      The Treasurer shall have custody of all of the property of the Association, including funds, securities and evidence of indebtedness.  He shall keep, or supervise the keeping of, detailed, accurate records in chronological order of the receipts and expenditures affecting the common areas and facilities, specifying and identifying the maintenance and repair expenses of the common areas and facilities and any other expense incurred.

 

F.      The compensation of all officers and employees of the Association shall be fixed by the Directors.  This provision shall not preclude the Board of Directors from employing a Director as an employee of the Association, nor preclude the contracting with a Director or any officer or any unit owners for the in house management of the Condominium.

 

G.     All Officers shall serve at the pleasure of the Board of Directors and any Officer may be removed from office at any time, with or without cause, by a majority vote of the Board of Directors.

 

 6.      FISCAL MAMAGEMENT.

 

A.     The assessment roll shall be maintained in a set of accounting books in which there shall be an account for each Condominium Unit.  Such account shall designate the name and address of the Unit Owner or Owners, the amount of each assessment against the Owners, the dates and amounts in which assessments come due, the amounts paid upon the account and the balance due upon assessments.

 

B.     The Board of Directors shall adopt a proposed budget for each calendar year which shall contain estimates of the cost of performing the functions of the Association, including, but not limited to the following:

 

1.      Common Expense Budget, which may include, without limiting the generality of the foregoing, the estimated amounts necessary for maintenance and operation of and capital improvements to the Common Property, including landscaping, street and walkways, office expense, utility services, casualty insurance, liability insurance, administration and reserves (operating and Capital Improvement Replacement), management fees and costs of maintaining leaseholds, memberships and other possessory or use interests in lands or facilities whether or not contiguous to the lands of the Condominium, to provide enjoyment, recreation or other use or benefit to the Unit Owners; and

 

2.      Proposed assessments against each member and his Unit.

 

 Copies of the proposed budget and proposed assessments shall be transmitted to each member within 30 days of its adoption by the Board and prior to January 1 of the year for which the budget is made; an Association meeting shall be called to consider the budget in accordance with section 3-103© of Chapter 47c of the North Carolina General Statutes; and the assessment for each year shall be established based upon such budget, unless at such meeting the owners of at least 75% if the units reject such budget. Non-delivery of a copy of any budget to any member shall not affect the Liability of any member for any such assessment.  Nothing herein contained shall be construed as restricting the right of the Board of Directors, at any time in their sole discretion, to levy any additional assessments in the event that the budget originally adopted shall appear to be insufficient to pay costs and expenses of operation and management, or in the event of emergencies.

 

C.     The Board of Directors shall retain management services to be primarily responsible for fiscal management of the Association and maintaining the Condominium.  Any such management agreement shall be subject to limitations set out in Paragraph 4-j-7, and may be In-house-Management, any officer, Board of Directors, or Unit Owner of the Association.

 

D.     The depository of the Association shall be such bank or banks as shall be designated from time to time by the Directors and in which the funds of the Association shall be deposited.  Withdrawal of funds from such account shall be only by checks signed by such persons as are authorized by the Directors.

 

E.      The books and all supporting documentation shall be available for examination by all Unit Owners and their Lenders or their agents during normal business hours.

 

F.      An Audit of the accounts of the association shall be made annually by a Certified Public Accountant, and a copy of the report shall be furnished to each member not later than April 1 of the year following the year for which the report is made.

 

G.     Fidelity bonds may be required by the Board of Directors from all officers and employees of the Association and from any contractor handling or responsible for Association funds.  The amount of such bonds shall be determined by the Directors.  The premiums on such bonds shall be paid by the Association.

 

7.      PARLIAMENTARY RULES  Roberts Rules of Order (Latest Edition) shall govern the conduct of corporate proceedings when not in conflict with the Articles of Incorporation and these Bylaws or with the Statutes of the State of North Carolina.

 

8.      AMENDMENTS TO BYLAWS.  Amendments to these Bylaws shall be proposed and adopted in the following manner:

 

A.     Amendments to these Bylaws may be proposed by the Board of Directors of the Association acting upon a vote of the majority of the Directors, or by members of the Association owning a majority of the Condominium Units in the condominium, whether meeting as members or by instrument in writing signed by them.

 

B.     Upon any amendment to these Bylaws being proposed by said Board of Directors or members, such proposed amendment shall be transmitted to the President of the Association, or other officer of the Association in the absence of the President, who shall thereupon call Special Joint Meeting of the members of the Board of Directors of the Association and the membership for a date not sooner than twenty (20) days or later than sixty (60) days from receipt by such officer of the proposed amendment and it shall be the duty of the Secretary to give to each member written notice of such meeting in the same form and in the same manner as notice of the call of a Special Meeting of the members is required as herein set forth.

 

C.     In order for such amendment to become effective, it must be approved by an affirmative vote of a majority of the entire membership of the Board of Directors and by an affirmative vote of the members owning not less than a majority of the Condominium Units in the Condominium, thereupon, such amendment or amendments to these Bylaws shall be transcribed, certified by the Secretary of the Association and a copy thereof shall be recorded in the Lincoln County Public Registry, North Carolina, within twenty (20) days from the date on which any amendment has been approved by the Directors and members.  No amendment shall become effective until it is duly recorded.

 

D.     Upon the approval and proper recording of any amendment, it shall become binding upon all Unit Owners.

 

E.      At any meeting held to consider any amendment to the Bylaws, the written vote of any member of the Association shall be recognized if such member is not in attendance at such meeting or represented thereat by proxy, provided such written vote is delivered to the Secretary of the Association at or prior to such meeting.

 

9.      VOTING PROCEDURES  In any VOTING MATTER of the Association, as long as letters with proxies were given to each Unit Owner or Owners in accordance with these Bylaws explaining what and why they are voting on the matter, when and where the meeting will be, if no return PROXY or WRITTEN VOTE is received from the Unit Owner or Unit Owners by the time of the MEETING, their vote will not be needed for approval or disapproval of any matter being decided at this MEETING, and whatever the vote turns out, THE MATTER IS BINDING UPON ALL UNIT OWNERS.

  

10.  RULES OF CONDUCT

 

A.     No resident of the Condominium shall post any advertisements or posters of any kind in or on the Common Property except as authorized by the Association.

 

B.     Residents shall exercise extreme care about making noises or the use of musical instruments, radios, television sets and amplifiers that may disturb other residents.  Those keeping domestic animals will abide by the sanitary regulations of Lincoln County.

 

C.     No garbage or trash shall be thrown or deposited outside the disposal installations provided for such purposes.

 

D.     No Unit Owner shall cause any improvements or alterations to be made to the exterior of the Condominium (including painting or other decorations, or the installation of electrical wiring, television or radio antennae, or any other objects, machines or air conditioning units which may protrude through the walls or roof of the Condominium), or in any manner alter the appearance of any portion of the exterior surface of any building without the prior written permission of the Board of Directors or a duly appointed Architectural Control Committee.  No Unit Owner shall cause any object to be fixed to the Common Property or to any Limited Common Area (including the location or construction of fences or the planting or growing of flowers, trees, shrubs or other vegetation) or in any manner change the appearance of the Common Property or Limited Common Area without the prior written permission of the Board of Directors or a duly appointed Architectural Control Committee.

 

11.  THE HIDEAWAY CONDOMINIUM HANDBOOK FOR HOMEOWNERS AND  RENTERS.  This book has been made up and established by the Association and the Board of Directors, listed with all the RULES and REGULATIONS of the ASSOCIATION.  This is for the use of all units, whether OWNER or RENTER.  It has been distributed to each UNIT, to be left in the UNIT always, and one (1) attached copy to stay with a copy of these BYLAWS of the ASSOCIATION.  It may be updated and changed by the BOARD OF DIRECTORS at any time as needed, by a two-thirds vote of the BOARD.  This is a binding document and will be enforced by the BOARD OF DIRECTORS AND OFFICERS OF THE ASSOCIATION.

 

12.  COMPLIANCE.  These Bylaws are set forth to comply with the requirements of the Condominium Act, Chapter 47c of the General Statutes of the State of North Carolina.  In the event that any of these Bylaws conflict with the provisions of said statute, it is hereby agreed that the provisions of the Statue will apply.

 

The foregoing were adopted as the Bylaws of the Hideaway Condominium Association at the Board of Directors Meeting.

 

 

                                                                              Elizabeth E. Hohas

                                                                                Secretary

 

 

APPROVED: 5/21/91

Dale M. Miele

PRESIDENT

 

 

 

CERTIFICATION

 

We, the undersigned President and Secretary of the Hideaway Condominium Association do hereby certify that the foregoing is a full true and perfect copy of an amended Bylaws proposed by a majority of the Board of Directors and adopted by the Hideaway Condominium Association pursuant to Article 8 of the Bylaws of the annual meeting of the membership of said Association, duly called and held as required by Article 8 of the Bylaws, here on the 30th day of June 1991, at which meeting a legal quorum was present, and that said amendment was duly approved at such meeting by affirmative vote of the members owning not less than a majority of the Condominium Units in Condominium pursuant to Article 8 of said Bylaws.

 

WITNESS our hands and the seal of said corporation, this the 30th day of June 1991.

 

                                                                              Dale M. Miele (SEAL)

                                                                              PRESIDENT

 

                                                                              Elizabeth E. Hohas (SEAL)

                                                                              SECRETARY

 

 

STATE OF NORTH CAROLINA

 

COUNTY OF LINCOLN

 

This 30th day of June, 1991, personally came before me Dale M. Miele, who being by me duly sworn says that he is the CURRENT President of the Hideaway Condominium Association, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said company; said writing was  signed and sealed by him in behalf of said corporation by its authority given; and the said CURRENT PRESIDENT acknowledged the said writing to be the act and deed of said corporation.

 

 

                                                                              Judith S. Dixon

                                                                              NOTARY PUBLIC

 

                                                                                    Mycomm. Expires Feb 1, 1994