Number and Qualification; Termination of Declarant Control.
(a) The affairs of the Common Interest Community and the Association shall be governed by an Executive Board which, until the termination of the period of Declarant control, shall consist of not less than three (3) and no more than ten (10) persons, as established by the Executive Board from time to time, and following such date shall consist of not less than three (3) and no more than ten (10) persons, as established by the Executive Board from time to time, the majority of whom, excepting the Directors appointed by the Declarant, shall be Unit Owners.
Resolution: The Executive Board shall consist of seven (7) elected Members.
four (4) officers and three (3) directors.
Public Offering Statement – Exhibit 4
Section 4.4 – President. The president shall be the chief executive officer of the Association. He or she shall preside at all meetings of the unit Owners and of the Executive Board. He or she shall have all of the general powers and duties which are incident to the office of president of a nonstock corporation organized under the laws of the State of West Virginia, including but not limited to the power to appoint committees from among the Unit Owners from time to time as he or she may in his or her discretion decide is [as] appropriate to assist in the conduct of the affairs of the Association. He or she may fulfill the role of treasurer in the absence of the treasurer. The president, as attested by the secretary, may cause to be prepared and may execute amendments to the Declaration and these Bylaws on behalf of the Association, following authorization or approval of the particular amendment as applicable.
Section 4.5 – Vice President.. The vice president shall take the place of the president and perform his or her duties whenever the president is absent or unable to act. If neither the president nor the vice president is able to act, the Executive Board shall appoint some other Director to act in the place of the president, on an interim basis. The vice president shall also perform such other duties as may be imposed upon him or her by the Executive Board or by the president.
Section 4.6 – Secretary. The secretary shall keep the minutes of all meetings of the unit Owners and the Executive Board. He or she shall have charge of such books and papers as the Executive Board may direct and he or she shall, in general, perform all the duties incident to the office of secretary of a nonstock corporation organized under the laws of the state of West Virginia. The secretary may cause to be prepared and may attest to execution by the president of amendments to the Declaration and the Bylaws on behalf of the Association, following authorization or approval of the particular amendment as applicable.
Section 4.7 -Treasurer. The treasurer shall have the responsibility for Association funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, and for the preparation of all required financial data. He or she shall be responsible for the deposit of all monies and other valuable effects in such depositories as may from time to time be designated by the Executive Board, and he or she shall, in general, perform all the duties incident to the office of treasurer of a nonstock corporation organized under the laws of the State of West Virginia. He or she may endorse on behalf of the Association for collection only, checks, notes and other obligations, and shall deposit the same and all monies in the name of and to the credit of the Association in such banks as the Executive Board may designate. He or she may have custody of and shall have the power to endorse for transfer on behalf of the Association, stock, securities or other investment instruments owned or controlled by the Association or as fiduciary for others.
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If any Unit is owned by a partnership or corporation, any officer, partner or employee of that Unit owner shall be eligible to serve as a Director and shall be deemed to be a Unit Owner for the [sic] pruposes of the preceding sentence.
Directors shall be elected by the Unit Owners except for those appointed by the Declarant.
At any meeting at which Directors are to be elected, the Unit Owners may, by resolution, adopt specific procedures for conducting the elections, not inconsistent with these Bylaws or the Corporation Laws of the State of West Virginia.
(b) The terms of at least one-third (1/3) of the Directors not appointed by the Declarant shall expire annually, as established in a resolution of the Unit Owners setting terms.
Resolution: terms are two (2) years, alternating 3 directors one year and 4 directors the following year so as to continue a rotation. In compliance with WV Code §31E.
(c) Section 8.10 of the Declaration shall govern appointment of Directors of the Executive Board during the period of Declarant control.
(d) The Executive Board shall elect the officers. The Directors and Officers shall take office upon election.
(e) At any time after Unit Owners other than the Declarant are entitled to elect a Director, the Association shall call and give not less than ten (10) nor more than sixty (60) days’ notice of a meeting of the Unit Owners for this purpose.
Such meeting may be called and the notice given by any Unit Owners if the Association fails to do so.
Powers and Duties.
The Executive Board may act in all instances on behalf of the Association, except as provided in the Declaration, these Bylaws or the Act. The Executive Board shall have, subject to the limitations contained in the Declaration and the Act, the powers and duties necessary for the administration of the affairs of the Association and of the Common Interest Community which shall include, but not be limited to, the following:
(a) Adopt and amend Bylaws and Rules and regulations;
(b) Adopt and amend budgets for revenues, expenditures and reserves;
Resolution: expenditures greater than $500 must be voted on by the full membership of the Executive Board
(c) Collect assessments for Common Expenses from Unit Owners;
(d) Hire and discharge managing agents;
(e) Hire and discharge employees and agents other than managing agents and independent contractors.
(f) Institute, defend or intervene in litigation or administrative proceedings or seek injunctive relief for violations of the Association’s Declaration, Bylaws or Rules in the Association’s name on behalf of the Association or two or more Unit Owners on matters affecting the Common Interest Community;
(g) Make contracts or incur liabilities;
(h) Regulate the use, maintenance, repair, replacement and modification of Common Elements;
(i) Cause additional improvements to be made as a part of the Common Elements;
(j) Acquire, hold, encumber and convey in the Association’s name any right, title or interest to real estate or personal property but Common Elements may be conveyed or subjected to a security interest only pursuant to §3-112 of the Act [UCIOA 36B];
(k) Grant easements for any period of time including permanent easements, and leases, licenses and concessions for no more than one year, through or over the Common Elements;
(l) Impose and receive a payment, fee or charge for the use, rental or operation of the Common Elements, other than Limited Common Elements described in Subsections (2) and (4) of §2-102 of the Act, and for the services provided to Unit Owners;
(m) Impose a reasonable charge for late payment of assessments and, after Notice and Hearing, levy a reasonable fine for a violation of the Declaration, Bylaws, Rules and regulations of the Association;
(n) Impose a reasonable charge for the preparation and recording of amendment to the Declaration, resale certificate required by §4-109 of the Act [UCIOA 36B] or a statement of unpaid assessments;
(o) Provide for the indemnification of the Association’s officers and Executive Board and maintain Directors’ and officers’ liability insurance;
(p) Assign the Association’s right to future income, including the right to receive Common Expense assessments subject to the restrictions imposed by Article XVIII of the Declaration;
(q) Exercise any other powers conferred by the Declaration or Bylaws;
(r) Exercise any other power that may be exercised in the state by a legal entity of the same type as the Association;
(s) Exercise any other power necessary and proper for the governance and operation of the Association; and
(t) By resolution, establish committees of Directors, permanent and standing, to perform any of the above functions under specifically delegated administrative standards, as designated in the resolution establishing the committee.
Resolution: Committees shall be
– Architectural Review see ARC
– Property Review (drive by each month)
– Welcoming (new Homeowners)
– Maintenance (common areas)
– US Flag (pole inspections & flag etiquette)
– Information (newsletter, directory, bulletin board, website, or broadcast)
– Professional Membership(s) (WVOHOA – CAI)
All committees must maintain and publish notice of their actions to Unit Owners and the Executive Board.
However, actions taken by a committee may be appealed to the Executive Board by any Unit Owners within forty-five (45) days of publication of such notice, and such committee action must be ratified, modified or rejected by the Executive Board at its next regular meeting.
Standard of Care.
In the performance of their duties, the officers and members of the Executive Board are required to exercise the care required of fiduciaries of the Unit Owners.
The Executive Board shall be additionally limited pursuant to Article XXIII of the Declaration.
The Executive Board may employ a manager for the Common Interest Community at a compensation established by the Executive Board, to perform such duties and services as the Executive Board shall authorize.
The Executive Board may delegate to the manager only the powers granted to the Executive Board by these Bylaws under Subdivisions 2.2(c), (e), (g) and (h).
Licenses, concessions and contracts may be executed by the manager pursuant to specific resolutions of the Executive Board, and to fulfill the requirements of the budget.
Removal of Directors.
The Unit Owners, by a two-thirds vote of all persons present and entitled to vote at any meeting of the Unit Owners at which a quorum is present, may remove any Director of the Executive Board with or without cause, other than a Director appointed by the Declarant.
Vacancies in the Executive Board caused by any reason other than the removal of a director by a vote of Unit Owners, may be filled at a special meeting of the Executive Board held for that purpose at any time after the occurrence of any such vacancy, even though the Directors present at such meeting may constitute less than a quorum, in the following manner:
(a) as to vacancies of Directors whom Unit Owners other than the Declarant elected, by a majority of the remaining such Directors constituting the Executive Board;
(b) as to vacancies of Directors whom the Declarant has the right to appoint, by the Declarant.
Each person so elected or appointed shall be a Director for the remainder of the term of the Director so replaced.
The first regular meeting of the Executive Board following each annual meeting of the Unit Owners shall be held within ten (10) days thereafter at such time and place as shall be fixed by the Unit Owners at the meeting at which such Executive Board shall have been elected.
Monthly Meetings – 2nd Tuesday of the month
No notice shall be necessary to the newly elected Directors in order to legally constitute such meeting, providing a majority of the Directors shall be present.
The Executive Board may set a schedule of additional regular meetings by resolution and no further notice is necessary to constitute such regular meetings.
Special meetings of the Executive Board may be called by the President or by a majority of the Directors on at least three (3) business days’ notice to each Director.
The notice shall be hand-delivered or mailed and shall state the time, place and purpose of the meeting.
Mailing said notice by first class postage prepaid shall be deemed to be delivered by mailing.
Location of Meetings.
All meetings of the Executive Board shall be held within Jefferson County, West Virginia, unless all Directors consent in writing to another location.
Waiver of Notice.
Any Director may waive notice of any meeting in writing. Attendance by a Director at any meeting of the Executive Board shall constitute a waiver of notice.
If all the Directors are present at any meeting, no notice shall be required and any business may be transacted at such meeting.
Quorum of Directors.
At all meetings of the Executive Board, a majority of the Directors shall constitute a quorum for the transaction of business, and the votes of the majority of the Directors present at a meeting at which a quorum is present shall constitute the decision of the meeting.
If, at any meeting, there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time.
At any adjourned meeting at which a quorum is present any business which might have been transacted at the meeting originally called may be transacted without further notice.
A Director may receive a fee from the Association for acting as such, as may be set by resolution of the Unit Owners, and reimbursement for necessary expenses actually incurred in connection with his or her duties.
Directors acting as officers or employees may also be compensated for such duties.
Consent to Corporate Action.
If all the Directors or all Directors of a committee established for such purposes, as the case may be, severally or collectively consent in writing to any action taken or to be taken by the Association, and the number of the Directors or committee constitutes a quorum for such action, such action shall be a valid corporate action as though it had been authorized at a meeting of the Executive Board or the committee, as the case may be.
The Secretary shall file such consents with the minutes of the meetings of the Executive Board.
A Director may attend a meeting of the Executive Board by an electronic or telephonic communication method whereby the director may be heard by the other members, and hear the deliberations of the other members, on any matter properly brought before the Executive Board, and his or her vote shall be counted, and his or her presence shall be noted as if he or she were present in person on that particular matter.