By-Laws

BY-LAWS OF FALLS LANDING PROPERTY OWNERS ASSOCIATION, INC.
A NON-PROFIT CORPORATION
FILED
Jan 15 1999 @ 03:09:07 PM
Pam Miller
Register of Deeds Polk COUNTY

ARTICLE I
APPLICABILITY
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Section 1:
The provisions of these By-Laws are applicable to the homeowners association known as "Falls Landing Property Owners Association, Inc." (hereinafter referred to as the "Association"), pertaining to Falls Landing Subdivision located in Polk County, North Carolina, which subdivision is part of that property referred to in the Declaration of Restrictions recorded at Deed Book 196, Page 2241, Polk County Registry, and which shall hereafter be referred to as the "subdivision".

Section 2:
For purposes of these By-Laws and the operation and administration of the Association, a "lot owner" shall be an owner of a specifically described lot within "Falls Landing Subdivision", located in Polk County, North Carolina, as shown by a deed duly recorded on the Polk County, North Carolina, Public Registry, which deed shall also specifically describe said lot by lot reference to a plat also recorded on the Polk County Public Registry.

ARTICLE II
VOTING, MAJORITY OR OWNERS, QUORUM, PROXIES

Section 1:
Voting shall be based upon one vote for each lot owned in the subdivision. Where a lot is owned by more than one owner (provided however, that any lot owned by a husband and wife jointly shall be considered as one owner), the owners thereof shall designate, by agreement in writing filed with Board of Directors of the Association, the person entitled to cast the vote for that lot.

Section 2:
As used in these By-Laws, the term "majority of owners" shall mean those owners holding fifty-one (51%) of the votes in the Association.

Section 3:
Except as otherwise provided in these By-Laws, the presence in person, or by proxy, of a majority of owners as defined in Section 2 of this Article shall constitute a quorum.

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Section 4:
Votes may be cast in person or by proxy. Proxies must be in writing and filed with the Secretary of the Association before the appointed time of each meeting.

ARTICLE III
ADMINISTRATION

Section 1:
The owners of the lots will constitute the association of owners known as "Falls Landing Property Owners Association, Inc.", which Association will have the responsibility of collecting monthly, quarterly or annual assessments, and arranging for the management of the Association. Except as otherwise provided, decisions and resolutions of the Association shall require approval of a majority of owners.

Section 2:
Meetings of the Association shall be held at such suitable place convenient to the owners as may be designated by the Board of Directors.

Section 3:
The annual meetings of the Association shall be held during the Labor Day week-end in September of each year. At such meetings, there shall be elected by ballot of the owners a Board of Directors in accordance with the requirements of Section 5 of Article IV of these By-Laws. The owners may also transact such other business of the Association as may properly come before them.

Section 4:
It shall be the duty of the president to call a special meeting of the owners as directed by resolution of the Board of Directors or upon a petition signed by a majority of the owners and presented to the secretary. The notice of any special meeting shall state the time and place of such meetings and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice thereof unless by consent of two-thirds of all of the owners, and said two-thirds must be present either in person or by proxy.

Section 5:
It shall be the duty of the secretary to mail a notice of each annual or special meeting stating the purpose thereof as well as the time and place where it is to be held to each owner of record at least ten (10) but not more then sixty (60) days prior to such meeting. The mailing of a notice in the manner provided in this section shall be considered notice served.

Section 6:
If any meeting of owners cannot be organized because a quorum has not attended, the owners who are present, either in person or by proxy, may adjourn the meeting to a time not less then forty-eight (48) hours from the time the original meeting was called.

Section 7:
The order of business at all meetings of the owners of units shall be as follows:
(a) Roll Call
(b) Proof of Notice of Meeting or Waiver of Notice
(c) Reading of the Minutes of Preceding Meeting
(d) Report of Officers
(e) Report of Committees
(f) Election of Inspectors of Election
(g) Election of Directors
(h) Unfinished Business
(i) New Business

ARTICLE IV
BOARD OF DIRECTORS

Section 1:
The affairs of the Association shall be governed by a Board of Directors composed of not less than three (3) persons, nor more than seven (7), as may be determined from time to time by the owners. Each member of the Board of Directors shall be an owner of a lot. Three (3) members present and voting will constitute a quorum. Each member of the Association shall be eligible to be a Director of the Association, provided that such member is not delinquent in the payment of any dues, assessments or other charges imposed on the members, and is otherwise a member in good standing in the Association.

Section 2:
The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association and may do all such acts and things as are not by law or by these By-Laws prohibited.

Section 3:
In addition to the duties elsewhere imposed by these By-Laws or by resolution of the Association, the Board of Directors shall be responsible for the following:

(a) Care, upkeep and protection of the subdivision and the conrnon areas, facilities and roads, including but not limited to the servicing, maintenance, repair and replacement of all common areas, facilities and roads;

(b) Designation and dismissal of personnel necessary for the maintenance and operation of the common areas.

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(c) Fiscal management of the Association, including the determination of and collection of the annual assessments against the lot owners in accordance with these By-Laws, in particular Article VI hereof.

(d) Determination of the tax and accounting year (fiscal or calendar) for the Association and changing the same from time to time as the Board of Directors may deem appropriate.

Section 4:
The Board of Directors may, on behalf of the Association, contract with or employ any person, firm or corporation to serve as agent for the subdivision and the Association, at a compensation established by the Board, to perform such duties and services as the Board shall authorize, including, but not limited to, the duties listed in Section 3 of this Article IV.

Section 5:
At the first annual meeting of the Association, the term of office of at least one director shall be fixed at one year, the term of office of at least one director shall be fixed at two years, and the term of office at least one director shall be fixed at three years. No director shall be elected for a longer term than three years. At the expiration of the initial term of office of each respective director, his successor shall be elected to serve a term of three years. The directors shall hold office until their successors have been elected and hold their first meeting.

Section 6:
Vacancies on the Board of Directors caused by any reason other than the removal of a director by a vote of the Association shall be filled by vote of the majority of the then remaining directors even though they may constitute less than a quorum; and each person so elected shall be a director until a successor is elected at the next annual meeting of the Association.

Section 7:
At any regular or special meeting duly called, any one or more of the directors may be removed with or without cause by a majority of the owners and a successor may then and there be elected to fill the vacancy thus created. Any director whose removal has been proposed by the owners shall be given an opportunity to be heard at the meeting.

Section 8:
The first meeting of a newly elected Board of Directors shall be held within five (5) days of election at such place as shall be fixed by the directors at the meeting at which such directors were elected, and no notice shall be necessary to the newly elected directors in order legally to constitute such meeting, providing a quorum shall be present.

Section 9:
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, but at least four such meetings shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each director, personally or by mail, telephone or facsimile, at least five (5) days prior to the day named for such meeting.

Section 10:
Special meetings of the Board of Directors may be called by the president on ten days' notice to each director given personally or by mail, telephone or facsimile, which notice shall state the time, place (as hereinabove provided), and purpose of the meeting. Special meetings of the Board of Directors shall be called by the president or secretary in like manner and on like notice on the written request of at last fifty-one percent of the directors.

Section 11:
Before or at any meeting of the Board of Directors, any director may in writing waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a director at any
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meeting of the board shall be a waiver of notice by him of the time and place thereof. If all the directors are present at any meeting of the board, no notice shall be required and any business may be transacted at such meeting.

Section 12:
At all meetings of the Board of Directors, three (3) directors shall constitute a quorum for the transaction of business and the acts of the majority of the directors present at a meeting at which a quorum is present shall be acts of the Board of Directors. If at any meeting of the Board of Directors there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.

Section 13:
The Board of Directors may, in its discretion, require any or all of the officers and employees of the Association handling or responsible for Association funds to furnish adequate fidelity bonds, the premiums for which shall be paid by the Association. The Board of Directors and the individual directors shall not be liable if this discretion is exercised in good faith and bonds are not required.

Section 14:
No member of the Board of Directors shall receive any compensation for serving in such capacity.

ARTICLE V
OFFICERS

Section 1:
The principal officers of the Association shall be a president, a vice-president, a secretary and a treasurer, all of whom shall be elected by and from the Board of Directors. The directors may appoint such other officers as in their judgment may be necessary. Each member of the Association shall be eligible to be an officer of the Association, provided that such member is not delinquent in the payment of any dues, assessments or other charges imposed on the members, and is otherwise a member in good standing in the Association.

Section 2:
The officers of the Association shall be elected annually by the Board of Directors at the organization meeting of each new board and shall hold office at the pleasure of the board.

Section 3:
Upon an affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his successor elected at any regular meeting of the Board of Directors, or at any special meeting of the board called for such purpose.

Section 4:
The president shall be the chief executive officer of the Association. He shall preside at all meetings of the Association and of the Board of Directors. He shall have all of the general powers and duties which are usually vested in the office of president of an association, including but not limited to the power to appoint committees from among the owners from time to time- as he may in his discretion decide is appropriate to assist in the conduct of the affairs of the Association.

Section 5:
The vice-president shall take the place of the president and perform his duties whenever the president shall be absent or unable to act. If neither the president nor the vice-president is able to act, the Board of Directors shall appoint some other member of the board to do so on an interim basis. The vice-president shall also perform such other duties as shall from time to time be imposed upon him by the Board of Directors.

Section 6:
The secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the Association; he shall

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have charge of such books and papers as the Board of Directors may direct; and he shall, in general, perform all the duties incident to the office of secretary.

Section 7:
The treasurer shall have responsibility for Association funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. He shall be responsible for the deposit of all monies and other valuable effects in the name, and to the credit, of the Association, in such depositories as may from time to time be designated by the Board of Directors.

Section 8:
All agreements, contracts, deeds, leases, and other instruments to be executed on behalf of the Association shall be executed by any two officers of the Association or by such other person(s), firm(s), or corporation(s), as may be designated by the Board of Directors. Checks for less than $200.00 may be executed by any officer designated by the Board of Directors. Any check for $200.00 or more must be signed by any two officers designated by the Board of Directors.

Section 9:
No officer shall receive any compensation for serving in said capacity.

ARTICLE VI
FISCAL MANAGEMENT OF THE ASSOCIATION

Section 1:
The Board of Directors of the Association shall fulfill its duties of fiscal management of the Association according to the following provisions:

(a) The receipts and expenditures of the Association shall be credited and charged to accounts under the following classification as shall be determined by the Board of Directors, all of which expenditures shall be common expenses:

(1) Current maintenance and administrative expenses, which shall include all receipts and expenditures with reference to the year for which the budget is made, including a reasonable allowance for current contingencies and working funds other then expenditures chargeable to reserves, and including amounts necessary to make up any deficits in common expenses for any prior year.

(2) A reserve fund for the purpose of performing major items of maintenance, effecting replacements or addition of subdivision improvements, and for such other purposes as may from time to time appear to be necessary or appropriate.

(3) A general operating reserve for the purpose of providing a measure of financial stability during periods of special stress, which may be used to meet deficiencies from time to time as a result of delinquent payment of assessments by owners of lots in the subdivision and other contingencies.

(4) Insurance policies obtained and maintained pursuant to Section 6 of this Article VI.

(b) The Board of Directors shall propose a budget for each fiscal year that shall include the estimated funds required to defray the comnon expenses and to provide and maintain funds for the foregoing accounts. The budget shall be

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adopted by the Board of Directors, and approved by the membership of the Association at the annual meeting except that the amount of each budgeted item may not be increased by more than fifteen percent (15%) over the preceding year's budget unless approved by the unit owners entitled to cast not less than sixty percent (60%) of the votes of the entire membership of the Association.

(c) Upon the adoption of these amended ByLaws, the initial dues and assessments shall be $100.00 per year.

Section 2:
Assessments against the lot owners for their shares of the items of the budget shall be made for the fiscal year in advance on or before the annual meeting preceding the year for which the assessments are made. Such assessments shall be due in twelve equal installments payable monthly on the first day of each calendar month during said year. In the event the annual assessment proves to be insufficient, the budget and assessment may be amended at any time during the year by the Board of Directors; subject, however, to the limitations imposed by the foregoing Section l(b) of this Article VI. The unpaid assessment, as amended, for the remaining portion of the year shall be divided by the number of months remaining in the year and such increased amount shall be payable monthly for the balance of the installments for the budgeted year.

Section 3:
If a lot owner shall be in default in the payment of an installment upon an assessment, the Association may accelerate the remaining installments of the current year's assessment upon notice to the lot owner, and then the unpaid balance of the current year's assessment shall come due upon the date stated in the notice, but not less than ten (10) days after delivery of the notice of the lot owner or not less than twenty (20) days after the mailing os such notice to him by registered or certified mail, whichever shall occur first.

Section 4:
Assessments for common expenses or emergencies that cannot be paid from the annual assessments for common expenses shall be made only after notice of the need for such is given to the lot owners concerned. After such notice, and upon approval in writing by persons entitled to case more than one-half of the votes of the lot owners concerned, the assessment shall become effective, and it shall be due after thirty (30) days' notice in such manner as the Board of Directors of the Association may require in the notice of assessment.

Section 5:
All unpaid assessments will be subject to a penalty charge of $10 per month if still unpaid thirty (30) days after due date. In addition, delinquent lot owners shall be liable for the costs to the Association, including reasonable attorney fees, of collection of such unpaid assessments. Unpaid assessments may be collected by the Association pursuant to the provisions of the General Statutes of North Carolina.

Section 6
: The Board of Directors may obtain and maintain, to the extent obtainable, such insurance as the Board of Directors may determine to be appropriate.

ARTICLE VII
OBLIGATIONS OF THE OWNERS

All owners are obligated to pay annual assessments imposed by the Association to meet all current expenses of and reserve funds established with reference to the subdivision and premiums due on insurance obtained by the Association under the terms of Article VI, Section 6, o� these Sy-Laws. The assessments shall be payable monthly in advance on the first day of each month. All lot owners will be assessed equally.

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ARTICLE VIII
AGENT FOR SERVICE OF PROCESS

The Board of Directors shall at all times maintain a duly appointed process agent within Polk County, North Carolina. The Association may at any time revoke the appointment of any such agent, and appoint a successor, by an instrument duly recorded in the Office of the Register of Deeds for Polk County.

ARTICLE IX
LIABILITY OF OFFICERS AND DIRECTORS OF THE ASSOCIATION

The officers and members of the Board of Directors of the Association, designated or elected as provided in these By-Laws, shall not be liable to the lot owners for any mistake of judgment, negligence, or otherwise, except for their own individual willful misconduct or bad faith. The lot owners shall indemnify and hold harmless each of the officers and members of the Board of Directors against ail contractual liability to others arising out of contracts made by the officers and Board of Directors on behalf of the Association unless any such contract shall have been made in bad faith or contrary to the provisions of these By-Laws. It is intended that the officers and members of the Board of Directors, shall have no personal liability with respect to any contract made by them on behalf of the Association. Every agreement made by the officers or members of the Board of Directors shall provide that the officers or members of the Board of Directors, as the case may be, are acting only as agents for the lot owners and shall have no personal liability thereunder (except as lot owners).

ARTICLE X
COMPLIANCE

These By-Laws are set forth to comply with the requirements of Chapter 55A of the General Statutes of North Carolina. In case any of these By-Laws conflict with the provisions of said Chapter, it is hereby agreed and accepted that the provisions of said Chapter will apply.

ARTICLE XI
AMENDMENT

These By-Laws may be amended by the Association in a duly constituted meeting for such purpose and no amendment shall take effect unless approved by owners representing at least a majority (greater than 50%) of the total of all lots in the subdivision. All lot owners shall be bound to abide by any amendment upon the same being duly passed.

ARTICLE XII
COMMON AREAS, ROADS AND STREAM

Section 1:
The common areas owned or maintained by the Association shall be for the use and enjoyment of the members in good standing of the Association, subject to such rules and regulations as may be promulgated from time to time by the Board of Directors. The common areas shall not be available to and are not intended for use by the general public.

Section 2:
The maintenance, repair and/or common areas owned or maintained by the Association shall be the obligation of the Association.

Section 3:
The cost of maintenance of the roads in the subdivision shall be borne by the Association, which may levy assessments against each lot and member of the Association.

Section 4:
The Association shall have the right at any time to dredge or

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otherwise remove any accretion, debris, or deposits from the stream runnjng-through the subdivision, and to maintain any erosion so as to protect against further damages, and may levy assessments against each lot and member of the subdivision.

ARTICLE XIII
QUORUM

Section 1:
A quorum shall be fifty percent (50%) of regular members or their proxies. If required quorum is not forthcoming at a meeting, the meeting shall be recessed to a day not less than seven days or more than thirty days. Thereafter the required quorum when the meeting reconvenes shall be one half of the previously required quorum.

Section 2:
The annual dues shall commence on the first of October of each year, beginning October i, 1997, and will become delinquent on October 31st of each year. The foregoing were adopted as the amended By-Laws of Falls Landing Property Owners Association, Inc. at the meeting of the Board of Directors on the 2nd day of September, 1997.

FALLS LANDING PROPERTY.OWNERS ASSOCIATION, INC.

Amendments