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BYLAWS OF THE SALISBURY HOMEOWNERS ASSOCIATION Approved July 20, 2009 ARTICLE 1 — Name of Association The name of the corporation will be the Salisbury Homeowners’ Association (the “Association”). ARTICLE II — Purpose The purpose of the Association will be: 1. To promote the general welfare, safety and interests of the residents of Salisbury. 2. To promote the spirit of neighborliness and community among all those who reside within Salisbury. 3. To educate residents concerning issues that may affect Salisbury and issues that affect the value, use and enjoyment of their property. 4. To take such action on behalf of the members of the Association as may be lawful and necessary or advisable in the sole discretion of the Board of Directors in order to protect them in their ownership and enhance their enjoyment of their property. 5. To encourage compliance with restrictive covenants, conditions and easements that apply to the sections that comprise Salisbury. 6. To establish and maintain appropriate relations with other organizations of like purpose. ARTICLE III — Membership 1. Membership will be open to all persons who own one (1) or more parcels of residential property in the Salisbury Subdivision located in Chesterfield County, Virginia as defined in Addendum I dated July 14, 2006, but which may be updated from time to time. 2. Persons eligible for membership may become members of the Association by paying the annual dues established by the Board of Directors. In the case of jointly owned property or where a member owns more than one (1) parcel of residential property in Salisbury, they will be required to pay dues only once and the membership will be joint or for all parcels, as appropriate. 3. Membership will terminate when: a. A member requests termination provided, however, that no portion of any annual dues previously paid will be refunded; b. The Board of Directors, by majority vote and for good cause shown, votes to terminate membership provided, however, that a portion of any annual dues paid for the then current year (pro-rated on a monthly basis) will be refunded. 4. Members will elect the Officers and the Directors of the Association. ARTICLE IV — Voting 1. Each member will be entitled to one (1) vote. In the case of joint owners or persons who own more than one (1) residential parcel, they will be entitled to one (1), single vote. 2. For the purpose of determining the eligibility for voting on any matter presented to the Association, including but not limited to the election of officers and directors, reference will be made to the current membership list kept by or at the direction of the Secretary of the Association. 3. A member (whether single or joint) may cast any vote by written proxy when and if proxy ballots are distributed by the Board of Directors. Such written proxy will contain the name (or names, where membership is joint) of the member, the member’s address, the name of the person authorized to vote by proxy, the date of the proxy and the signature of the member (or of all members where membership is joint). Written proxies that do not meet these requirements will be disqualified and the member’s vote by proxy will not be allowed. a. Written proxies will be delivered by mail, facsimile, or in person to the Secretary of the Association not less than ten (10) days prior to the election in which the vote by proxy will be cast. b. Any written proxy, once delivered to the Secretary, will be valid for eleven (11) months unless otherwise earlier revoked, provided, however, that if the original proxy provides that it is to be continuing, it will remain valid until revoked in writing. A written notice of the revocation of a proxy must be delivered by mail, facsimile, or in person to the Secretary of the Association and will be effective upon actual receipt. 4. Any issue presented to the membership for vote (including the election of officers) will be deemed to have passed when supported by a majority of those members present at the meeting or by proxy. In the case of a tie vote, it will be deemed to have failed. ARTICLE V — Meetings of the Association 1. The Annual Meeting of the members will be held on the third Tuesday in January of each year, or on such other date designated by the Board of Directors, at a time and place designated by the Board of Directors. In addition to the Annual Meeting, such other meetings of the members may be held as the Board of Directors may determine. 2. Written notice of all meetings of the members will be mailed, e-mailed, or delivered to each member at least ten (10) but not more than sixty (60) days before the date of the meeting. All notices of meetings will include the date, time, place and purpose of the meeting. 3. Upon the petition of ten percent (10%) of the current members of the Association, the Board of Directors will call a Special Meeting of the members. The petition will state the purpose of the Special Meeting and will be signed and dated by each member. In the case of joint membership, all members must sign such petition or the members’ signature will not be counted. Membership, as of the date of the signature, will be verified by or at the direction of the Secretary of the Association. The Board of Directors will call such Special Meeting not more than forty-five (45) days after receipt of the petition. ARTICLE VI — Board of Directors 1. The Association will be managed by a Board of Directors consisting of the officers of the Association, the immediate past-president of the Association, the chairpersons of each of the Standing Committees and other committees that the Board of Directors may establish and three Members-At-Large. 2. Directors (including the chairpersons of the Standing Committees) will serve a term of one (1) year or until their successor has been duly elected and qualified. Officers, directors and the chairpersons of the Standing Committees will be elected by the members of the Association. 3. The annual meeting of the Board of Directors will be held on the third Tuesday in January, or any other date designated by the Board of Directors. 4. In addition to the annual meeting of the Board of Directors, regular meetings of the Board of Directors may be held during each year at such times, dates and locations as may be designated by the Board of Directors. The regular (monthly) meetings of the Board of Directors are open to the residents of Salisbury. To be included in the agenda, members must contact the Association Secretary at least one week prior to the scheduled meeting. Special meetings of the Board of Directors may be held at any time and place on the call of the President or majority of the Board of Directors. 5. Written notice of the annual meeting will be mailed, or e-mailed to each director at least ten (10) days before the date of the meeting. Notice of meetings other than the annual meeting may be given to each director before the meeting and may be given by mail, e-mail, telephone, facsimile or in person. All notices of meetings of the Board of Directors will include the time, date and place of the meeting. 6. At any meeting of the Board of Directors, a majority of the members of the Board of Directors will constitute a quorum for the transaction of business. The act of a majority of the Directors present at a meeting at which a quorum is present will be the act of the Board of Directors. 7. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action, is signed by a majority of the members of the Board of Directors. ARTICLE VII — Officers 1. The officers of the Association will consist of a President, Vice President, Second Vice President, Secretary, and Treasurer and such other officers as the Board of Directors may authorize and may be elected by the members. Officers will be members of the Board of Directors. 2. Officers will be elected at the annual meeting of members and will hold office until the next annual meeting or until their successors are elected and qualify or until removed by the Board of Directors. Vacancies among the officers will be filled by election by the Board of directors at the next regular meeting of the Board of Directors or within sixty (60) days from the date of the vacancy, whichever first occurs. 3. Officers will receive no compensation for their services. 4. The President will be the chief executive officer of the Association. The President will supervise the affairs of the Association and will keep the Board of Directors fully informed and will consult with the directors concerning the activities of the Association. The President will preside at all meetings of the Board of Directors. The President will appoint chairpersons for all committees of the Board (except the Standing Committees), subject to the approval of the Board of Directors. The President will be an ex officio member of all committees except the Nominating Committee. 5. The First Vice President will perform the duties of the President when the President is absent or unable to serve. The First Vice President will assist the President in supervising the affairs of the Association as requested by the President or the Board of Directors. 6. The Second Vice President will chair and/or serve on any committee(s) and/or assist with any activities of the Board of Directors as requested by the President. 7. The Secretary will act as a secretary for both the Association and the Board of Directors, and will send appropriate notices for all meetings of the members and of the Board of Directors. The Secretary will be responsible for maintaining a list of all current members of the Association in such form as designated by the Board of Directors. The Secretary will be responsible for maintaining a current contact list of the Directors of the Association. The Secretary will act as custodian for all records and reports, will be responsible for the keeping and reporting of adequate records of all meetings of the Board or Directors, and will perform such other duties as may be designated by the President or the Board of Directors. 8. The Treasurer will have custody of all funds of the Association and will be responsible for collection of annual dues and other fees or income and will deposit such funds in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors. The Treasurer will keep full and accurate books and records of accounts, will disburse the funds of the Association as may be required and will perform such other duties as may be designated by the Board of Directors. a. The Treasurer will be responsible for preparing and presenting to the Board, for approval, a proposed budget for the subsequent calendar year no later than the regular November Board of Directors meeting. b. The Treasurer will report on the status of receipts and disbursements of the funds of the Association at each regular meeting of the Board of Directors and will present an annual financial report to the Annual Meeting of the members. c. All SHOA invoices submitted to the Treasurer must be approved by the appropriate committee chair. All checks for the disbursement of funds in excess of two hundred dollars ($200.00) will be signed by the President or Treasurer and one other person authorized by the Board of Directors. All checks for the disbursement of funds less than two hundred dollars ($200.00) will be signed by one person authorized by the Board of Directors. d. The records and accounts of the Association will be examined once each fiscal year by a person or persons designated by the Board of Directors. A report of the examination of the records and accounts will be submitted to the Board of Directors. Such examination will be concluded prior to the next Annual Meeting of the members. e. In the event the office of Treasurer becomes vacant for any reason, the records and accounts of the Association will be immediately examined by a person or persons designated by the Board of Directors. A report of the examination of the records and accounts will be submitted to the Board of Directors. ARTICLE VIII — Committees 1. Standing Committees of the Association will be: a. Architectural Review b. Community Awareness and Safety
c. Community Events d. Community Service Award e. Covenants & Restrictions (Compliance) f. Covenants & Restrictions (Updating) g. Directory h. Government Relations i. Maintenance j. Neighborhood Beautification k. Newsletter l. Capital Improvements & Projects m. Street Coordinators
2. The Board of Directors may, from time to time, establish other such committees as it deems necessary. 3. Standing Committee Chairpersons are authorized and encouraged to appoint committee members from the Association at large to assist in committee activities. ARTICLE IX — Nominating Committee 1. The Nominating Committee is expressly designated as an independent body which will be composed of not less than three (3) members to be appointed by the Board of Directors. 2. The Nominating Committee will select and present to the Board of Directors not later than thirty (30) days prior to the meeting at which the election will be held, a slate of candidates for the Board of Directors to be filled at the next election. 3. The Nominating Committee will be automatically dissolved as soon as all of the offices for which it presented a slate have been filled. ARTICLE X — Election of Officers and Directors 1. Officers and directors (including the chairperson of the Standing Committees) will be elected by majority vote of all of the members present at the Annual Meeting of the members. 2. Any person desiring to run for office will notify the Nominating Committee in writing not less than thirty (30) days prior to the date of the Annual Meeting. If not selected for the slate to be presented by the Nominating Committee, such person shall be so notified by the Nominating committee and will be eligible to run independently at the Annual Meeting for the office for which they submitted their name. If the individual continues to wish to run independently, they must notify the President of the Association in writing no less than ten days in advance of the Annual Meeting. 3. All nominees for election to office must be current members of the Association. 4. No nominations for candidates for office will be accepted from the floor at the Annual Meeting of the members. ARTICLE XI — Conflicts of Interest 1. No contract or other transaction between the Association and one or more of its officers or directors and a company in which one or more of its officers or directors has an interest, and no contract or other transaction between the Association and any other organization in which one or more of its officers or directors are directors, officers, partners or trustees, or an interested party, will be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because of his, her or their votes are counted for such purpose, if: (1) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee that authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors, or (2) the contract or transaction is fair and reasonable to the Association. Common or interested directors may be counted in determining the presence of a majority at a meeting of the Board of Directors or a committee thereof that authorizes, approves or ratifies such contract or transaction. ARTICLE XII — Indemnification and Insurance 1. Every person, and his or her heirs, executors and administrators, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding of any kind, whether civil, criminal, administrative, arbitrative or investigative, or was or is the subject of any claim, and whether or not by or in the right of the Association, by reason of his or her being or having been a director of officer of the Association, or by reason of his or her serving or having served at the request of the association as a director, officer, employee or agent of another corporation, partnership, joint venture, committee, trust or other enterprise, or at the request of the association in any capacity that under federal law regulating employee benefit plans would or might constitute him or her a fiduciary with respect to any such plan, whether or not such plan is or was for employees of the Association, shall be indemnified by the Association against expenses (including attorneys’ fees), judgments, fines, penalties, awards, costs, amounts paid in settlement and liabilities of all kinds, actually and reasonable incurred by him or her in connection with, or resulting from, such action, suit, proceeding or claim, provided that such person shall have met the standards set forth in Virginia Code Section 13.1-870 or any subsequent version of that section, and further provided that no indemnification shall be made against his or her gross negligence or willful misconduct. 2. Expenses (including attorney’s fees) incurred by or in respect of any such person in connection with any such action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, may be paid by the association in advance of the final disposition thereof upon receipt of an undertaking by, or on behalf of, such person to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Association. 3. The Board of Directors of the association shall have the power, generally and in specific cases, to indemnify its other employees and agents to the same extent as provided in this Article with respect to its directors and officers. 4. The provisions of this Article are in addition to, and not in substitution for, any other right to indemnity to which any person who is or may be indemnified by or pursuant to this Article may otherwise be entitled, and to the powers otherwise accorded by law to the association to indemnify any such person. 5. If any provision of this Article shall be adjudicated invalid or unenforceable, such adjudication shall not be deemed to invalidate or otherwise affect any other provision hereof or any power of indemnity which the association may have under the laws of the Commonwealth of Virginia. 6. The Board of Directors of the association shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such. ARTICLE XIII — Contacts, Loans and Deposits 1. The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument. 2. No loans will be contracted on behalf of the Association and no evidence of indebtedness will be issued in the Association name unless authorized by a resolution of the Board of Directors. 3. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the association will be signed by such officer or officers, agent or agents of the association in such manner as will from time to time be determined by resolution of the Board of Directors. 4. Any project that is not included in the approved annual budget and has a cost greater than one hundred thousand dollars ($100,000) will be taken to the membership for a vote. 5. All funds of the Association not otherwise employed will be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select. ARTICLE XIV — Fiscal Year The fiscal year of the Association will be from January 1 to December 31. ARTICLE XV — Parliamentary Authority The rules contained in the latest edition of Roberts’ Rules of Order will govern the meetings of this Association in all cases in which they are applicable to the extent they are not inconsistent with these By-Laws, the Articles of Incorporation and the laws of Virginia. ARTICLE XVI — Amendments These By-Laws may be amended by a majority vote of those present and voting at a meeting of the Board of Directors provided the Board has been notified in writing of the proposed changes prior to the meeting. ADDENDUM I Salisbury Boundaries Definition — Exhibit A — Amended 7/20/2009 Below are listed the 59 sections, plus two lots, that comprise ‘Salisbury’ for purposes of prospective membership in the Salisbury Homeowner’s Association. 1) Autumnfield 2) Cheltenham at Salisbury 3) Pagehurst Condominium 5) Salisbury, Section B 6) Salisbury, Section B-1 7) Salisbury, Section B-2 8) Salisbury, Section B-3 9) Salisbury, Section C 10) Salisbury, Section D 11) Salisbury, Section E 12) Salisbury, Section E-1 13) Salisbury, Section F 14) Salisbury, Section H-1 16) Salisbury, Section H-3 17) Salisbury, Section H-5 18) Salisbury, Barrow Place 20) Salisbury, Castleford Section 21) Salisbury, Falkirk, Section One 22) Salisbury, Falkirk, Section 2 24) Salisbury, Galloway Section 25) Salisbury, Hatfield Section 27) Salisbury, Hatfield, Phase III 28) Salisbury, Hatfield, Phase IV 29) Salisbury, Hatfield, Section 5 30) Salisbury, Haverford Section 31) Salisbury, Hearthland Section 33) Salisbury, Heathland Section “B” 34) Salisbury, Hillcrest Section 35) Salisbury, Lakeside Section 37) Salisbury, Lakeview Section 2 38) Salisbury, Leafield Section 39) Salisbury, Litenfield Section 40) Salisbury, Marlborough Downes Section 41) Salisbury, Marlborough Downes Section 2 42) Salisbury, Marlborough Downes Section 3 43) Salisbury, Michaux, Section “A” 44) Salisbury, Michaux Section “B” 45) Salisbury, Michaux Section “C” 46) Salisbury, Michaux Section “D” 48) Salisbury West, Section “A” 49) Salisbury, Silbury Hill Section 50) Salisbury, Southwell Section 51) Salisbury Village Townhouse Association, Inc. 52) Salisbury, West Kennet Section 53) Salisbury, West Kennet Section, Phase II 54) Salisbury, Winterfield Section 55) Salisbury, Winterfield Addition 56) Salisbury, Winterfield Addition II 57) Section I — 2606 Kings Lynn Rd and 2600 Kings Lynn Rd 58) Section J — 2340 Winterfield Rd 59) Section K — 3440 Kingsmill Rd 60) 2201 Wadebridge Road, with a legal description of ‘E & S Line Wadebridge Rd. Lot 2’ 61) 2200 Wadebridge Road, Salisbury Parcel 3
ADDENDUM II 13.1-870. General standards of conduct for directors A. A director shall discharge his duties as a director, including his duties as a member of a committee, in accordance with his good faith business judgment of the best interests of the corporation. B. Unless a director has knowledge or information concerning the matter in question that makes reliance unwarranted, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: 1. One or more officers or employees of the corporation whom the director believes, in good faith, to be reliable and competent in the matters presented; 2. Legal counsel, public accountants, or other persons as to matters the director believes, in good faith, are within the person’s professional or expert competence; or 3. A committee of the board of directors of which the director is not a member if the director believes, in good faith, that the committee merits confidence. C. A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section. D. A person alleging a violation of this section has the burden of proving the violation. (1985, c. 522; 2007, c. 925.)
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