Kinnakeet Shores Property Owners Association, Inc.
Article I. Name
The name of the association is the Kinnakeet Shores Property Owners Association, Inc., also known as “KSPOA”.
Article II. Object
The object of this association is to operate, maintain, control, and manage all common elements and common community services of the Kinnakeet Shores subdivision, phase 1 and 2. The association shall also be responsible for enforcing the provisions of the Declaration of Protective Covenants and Restrictions and Rules and Regulations as adopted by the association, and for any other purposes as designated in the Articles of Incorporation.
Article III. Members
Section 1. The membership of KSPOA shall consist of all of the owners of lots in the Kinnakeet Shores subdivision, phase 1. Upon sale of any lot, the membership in the association shall transfer and the membership of the prior owner shall automatically be terminated. No membership may be sold, signed or transferred voluntarily or by will or by operation of law except as the membership shall follow the ownership of real property located in Kinnakeet Shores subdivision.
Section 2. Only persons owning real property in Kinnakeet Shores subdivision or owning stock in a corporation owning real property in Kinnakeet Shores subdivision shall be eligible to become a member. Where two or more persons are the joint owners of real property in Kinnakeet Shores subdivision, or where two or more persons are stockholders in a corporation owning real property in Kinnakeet Shores subdivision, only one person shall exercise the rights of membership.
Section 3. Each member may cast one vote for each lot owned.
Section 4. Every member shall be required to pay reasonable assessment charges or annual dues as may be set by the board of directors, pursuant to Article III of the Declaration of Protective Covenants and Restrictions of Kinnakeet Shores subdivision, except that no assessment shall be made upon the lot of any owner during the association fiscal year in which the lot is purchased. The association shall have all of the authority and powers necessary to assess fees for each lot in the subdivision and to file and record liens affecting lots in the subdivision and to prosecute the same to collection by any lawful method.
Section 5. No member shall have any vested right, interest, or privilege of, in, or to the assets, functions, affairs, or franchises of the association, or any right, interest or privilege which may be transferable or inheritable, or which shall continue after his membership ceases, or while he is not in good standing. A member shall be considered to be in good standing if all required dues and fee payments are current.
Article IV. Officers
Section 1. The officers of the association shall be a President, Vice President, Secretary and Treasurer, elected by and from the board of directors. The term of office shall be for one year or until a successor is elected and assumes office.
A. President – The president shall be the chief executive officer of the association, shall preside over all membership and board meetings, and shall perform such other duties incident to the office of president and other duties as may be prescribed by the governing documents, the parliamentary authority, or the board of directors.
B. Vice President – The vice president shall preside in the absence of the president, and shall become president in the event of a vacancy in that office. The vice president shall perform such other duties incident to the office of vice president and other duties as may be prescribed by the governing documents, the parliamentary authority, or the board of directors.
C. Secretary – The secretary shall keep the minutes of all proceedings of the board of directors and association and shall be responsible for ensuring the safe custody of the corporate seal. The secretary shall also be responsible for maintaining a record of the members of the association and sending notice to all members of the association in advance of membership meetings. The secretary shall perform such other duties incident to the office of secretary and other duties as may be prescribed by the governing documents, the parliamentary authority, or the board of directors.
D. Treasurer – The treasurer shall have the custody of all of the receipts, disbursements, funds, and securities of the association, shall report to the members at the annual meeting, and shall submit other reports in such fashion and at such times as the board may require. The treasurer shall perform such other duties incident to the office of treasurer and other duties as may be prescribed by the governing documents, the parliamentary authority, or the board of directors.
Section 2. In the event of a vacancy in an office other than president, the board of directors shall fill the vacancy for the remainder of the term.
Article V. Meetings
Section 1. The annual meeting of the members shall take place on the day after Thanksgiving at a time and place determined by the board of directors. Notice shall be sent to all members at least 30 days in advance of the meeting.
Section 2. Special meetings may be called by the board of directors or by the holders of any fifteen memberships. The date and time of such special meeting shall be set by the board of directors. Notice of the special meeting, stating the time, place and purpose of the meeting, shall be sent by mail to all members at least ten days prior to the meeting.
Section 3. A quorum shall consist of members owning at least ten lots in Kinnakeet Shores. Proxies may be used only for the purpose of a quorum.
Section 4. The executive board may order a mail ballot to be taken on any issue except the election of directors, under the following conditions:
A. A written ballot shall be sent to every member of the association, setting forth each proposed action and providing an opportunity to vote for or against each proposed action.
B. Each ballot shall include a date upon which the ballot shall be received by the association in order for the ballot to be counted.
C. Ballots shall be counted after the expiration of the deadline for return. A written record of ballots cast shall be made part of the association records, and all ballots shall be kept for one year from the date of the counting in order that they may be available for inspection by any member.
D. Action taken by mail ballot shall be considered to be approved when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the same total number of votes were cast.
Article VI. Executive Board
Section 1. The board of directors shall be comprised of not less than five nor more than ten members, such number being set by the board of directors. All members of the board of directors must be members of the association, except that up to two directors may be persons who have an ownership interest but are not the person designated in Article III, Section 2. No such person may serve as an officer of the association.
Section 2. The board of directors shall meet prior to the association annual meeting and at other times as designated by the president or by any three members of the board. Notice shall be sent to all members of the board at least fourteen days in advance of the date of the meeting, however, members of the board may waive notice of any meeting before, during, or after the meeting.
Section 3. The board of directors may meet by telephone conference call or other electronic means by which all members can hear and speak to one another at the same time.
Section 4. A majority of the directors then in office shall constitute a quorum for the conduct of business. In the absence of a quorum, a majority of those present may adjourn the meeting from time to time without further notice.
Section 5. The act of a majority of the directors shall be the act of the entire board of directors, except as may be otherwise provided by law, the KSPOA Articles of Incorporation, the KSPOA Bylaws, special rules of order, or the parliamentary authority.
Section 6. The board of directors shall submit a report to the members annually on the condition of the association, its property, and financial transactions of the previous year.
Section 7. Vacancies on the board of directors shall be filled by majority vote of the remaining directors for the remainder of the term.
Section 8. The Kinnakeet Shores Property Owners Association, Inc., shall indemnify and hold harmless any director or officer or former director or former officer of the corporation against any costs, expenses, or other liabilities necessarily incurred by him or her in connection with any action, suit, or proceeding or in connection with the defense of any action, suit, or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to have acted in bad faith or to have been liable or guilty by reason of willful misconduct in the performance of duty. This section shall be in addition to and shall not be deemed exclusive of any other rights to which such director or officer may be entitled under the North Carolina General Statutes with regard to indemnification of directors or officers.
Article VII. Committees
Section 1. The board of directors may establish such committees as it deems necessary. The president shall be an ex officio member of all committees.
Article VIII. Parliamentary Authority
The rules contained in the tenth edition of Robert’s Rules of Order Newly Revised shall govern this association in all cases to which they are applicable and in which they are not inconsistent with the KPOA Bylaws, Articles of Incorporation, Declaration of Covenants, or any special rules of order that the association may adopt.
Article IX. Amendment
Section 1. These bylaws may be amended by the members either at a meeting or by a mail ballot.
A. Amendments adopted at a meeting shall require a 2/3 vote of the members present and voting, provided that notice of the exact text of the amendment has been given with the notice of the meeting.
B. Amendments adopted by mail ballot shall require the affirmative vote of a majority of those voting, provided that the conditions of Article V, Section 4(d) are met.
C. Amendments may be proposed by the board of directors or by petition of any 15 members of the association.
KSPOA Bylaws As amended 11/29/02