Point Homeowners Association
on the shore of Lake Norman, Huntersville, NC
|Passed and Recorded in 1998|
BYLAWS OF LOOKOUT POINT OWNERS’ ASSOCIATION, INC.
ARTICLE I -Name and Location
The name of the corporation is Lookout Point Owners’ Association, Inc., hereinafter referred to as "the Association." The principal office of the Association shall be located at ______________________________________, or at such other place as the Board of Directors may deem convenient or the affairs of the Association may require, provided that meetings of members and directors may be held at such place and location in the State of North Carolina as may be agreed upon by the majority of the Board o£ Directors.
ARTICLE II - Definitions
The following words when used in these Bylaws (unless the context shall prohibit) shall have the following meaning:
1. "Association" shall mean and refer to Lookout Point Owners’ Association, Inc., a non-profit corporation organized and existing under the laws of the State of North Carolina, its successors and assigns.
2. "Common Area[s]" shall mean and refer to any and all real property owned by the Association, or such other property to which the Association may hold legal title whether in fee or for a term of years, for the exclusive use, benefit and enjoyment of the Association subject to the provisions of the Declaration. Common Areas with respect to the Properties made subject to the Declaration, whether at the time of filing of the Declaration or subsequently by supplementary Declarations shall be as defined and bounded by property referenced and recorded plat(s) designated thereon as "Common Areas" or "Common Open Space" or "Amenity (or Amenities) Area."
3. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Properties and which is recorded in the Office of the Register of Deeds for Mecklenburg County, North Carolina, together with any supplements thereto.
4. "Lot" shall mean and refer to any lot of land or part thereon to be used for single-family residential purposes and so designated on any subdivision plat or survey of Lookout Point which shall be of public record.
5. "Member" shall mean and refer to any person or other entity who holds membership in the Association.
6. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee interest in any Lot which is a part of Lookout Point, excluding, however, those parties having such interest merely as a security interest for the performance of an obligation.
7. "Person" shall mean and refer to a natural person, as well as a corporation, partnership, firm, association, trust or other legal entity. The use of the masculine pronoun shall include the neuter and feminine, and the use of the singular shall include the plural where the context so requires.
9. "Properties" or "Property" shall mean and refer to any and all of that certain real property now or which may hereafter be brought within that certain residential subdivision in Mecklenburg County, North Carolina, which subdivision is and shall be commonly known as "Lookout Point."
10. "Lookout Point" shall mean and refer to that certain residential subdivision known as Lookout Point on real property in Mecklenburg County, North Carolina, and as shown on the plats recorded in Map Book 20 at Page 928 and Page 929 in the Mecklenburg County Public Registry, together with such additions thereto as may from time to time be designated by the Board of Directors, whether or not such additions are contiguous with or adjoin the boundary lines of Lookout Point.
ARTICLE III - Membership
Section 1. Every person or entity who is the Owner of record of a fee interest in any Lot or who is purchasing one or more Lots under a contract or purchase agreement within the Properties shall be a Member of the Association, subject to and bound by the Association’s Articles of Incorporation, Bylaws, rules and regulations. The foregoing is not intended to include persons or entitles who hold an interest in any Lot merely as security for the performance of an obligation. Ownership of such Lot shall be the sole qualification for membership. When any Lot is owned of record in joint tenancy or tenancy in common or by some other legal entity, or when two or more persons or other legal entity is purchasing one or more Lots under a contract or agreement of purchase, the membership as to such Lot(s) shall be joint and the right of such membership pertaining to voting power arising therefrom shall be exercised only as stipulated in Article V herein.
Section 2. During any period in which a Member shall be in default in the payment of any annual, special or other periodic assessment levied by the Association, the voting rights and right to use of the Common Areas or any other facilities which the Association may provide may be suspended by the Board of Directors until such assessment is paid. In the event of violation by a Member of any rules or regulations established .by the Board of Directors, such Member’s voting and use rights may be suspended by the Board after a hearing at which the general requirements of due process shall be observed. Such hearing shall be held by the Board (or a committee thereof) after giving such Member 10 days prior written notice specifying each alleged violation and setting the time, place and date of the hearing. Determination of violation shall be made by a majority vote of the Board or the Committee thereof.
Section 3. No membership or initiation fee shall be charged, nor shall Members be required to pay at any time any amount to carry on the business of the Association except to pay when due the charges, assessments and special assessments levied upon each Member’s Lot as specified in the Declaration, these Bylaws, or as the Members of the Association may from time to time hereafter adopt.
ARTICLE IV - Meetings of Members
Section 1. The annual meeting of the Members shall be held on the third Saturday of July each year at such place and time as the Board of Directors shall provide in its notice to Members. If the day of the annual meeting of the Members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday. If the annual meeting shall not be held on the day designated by these Bylaws, a substitute annual meeting may be called in accordance with the provisions of Section 2 of this Article. A meeting so called shall be designated and treated for all purposes as the annual meeting.
Section 2. Special meetings of the Members may be called at any time by the President or by a majority of the Board of Directors, or upon written request of the Members who are entitled to vote one-third (1/3) of the votes of the membership of the Association.
Section 3. Written notice of meetings stating the time and place of the meetings and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered no less than ten (10) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the person authorized to call the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the U. S. Mail addressed to the Member at his address as it appears on the records of the Association with the postage thereon prepaid.
Section 4. The presence in person or by proxy at the meeting of Members entitled to vote, a majority of the votes of the membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these Bylaws. A majority of the votes entitled to be cast by the Members present in person or represented by Proxy at such meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the Members. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote thereat shall have the power to adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum as aforesaid shall be present or be represented; provided, however, that when a meeting is adjourned for more than 45 days from the date set forth in the original notice of meeting, notice of the adjourned meeting shall be given as in the case of an original meeting.
Section 5. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot within the Properties.
ARTICLE V - Voting and Voting Rights
Section 1. The voting rights of the membership shall be appurtenant to the ownership of the Lot and shall otherwise be as set forth in the Declaration.
A. Each Lot designated as a Lot on which a single family detached home is or may be constructed shall entitle the Owner[s] of said Lot to one (1) vote. When two or more persons hold an interest (other than a leasehold or security interest) in any Lot, all such persons shall be Members. The vote for such Lot shall be exercised by one of such persons as proxy and nominee for all persons holding an interest in a Lot and in no event shall more than one (1) vote be cast with respect to any Lot.
B. Any Member who is delinquent in the payment of any charges duly levied by the Association against a Lot owned by such Member shall not be entitled to vote until payment of all such charges, together with such reasonable penalties as the Board of Directors of the Association may impose has been made.
C. Members shall vote in person or by proxy executed in writing by the Member. No proxy shall be valid after eleven (11) months from the date of its execution or upon conveyance by the Member of his Lot. A corporate Member’s vote shall be cast by the President of the Member corporation or by any other officer or proxy appointed by the President or designated by the Board of Directors of such corporation.
D. Voting on all matters (except below) shall be by voice vote or by show of hands unless a majority of the Members present at the meeting shall, prior to voting on any matter, demand a ballot vote on that particular matter.
1. Voting for Directors of the Association, by the Membership, shall be by written ballot with the candidate or candidates receiving the most votes being elected. A ballot listing the candidates for election to the Board of Directors will be included with the notice of the annual meeting and may be returned to the Secretary prior to the meeting if the member is unable to attend in person.
2. The Board of Directors shall, at their discretion, have the authority to require written ballots by the Membership on matters coming before the Association.
ARTICLE VI - Common Area Property Rights
Section 1. Every Owner (by virtue of membership in the Association) shall have a non-exclusive right and easement of enjoyment in and to the Common Area which shall be appurtenant to and shall pass with the title for every Lot subject to the provisions of the Declaration, the Charter and Bylaws of the Association, and the following:
A. The right of the Association to limit the use of the Common Area to Owners, their families and guests.
B. The right of the Association to suspend the voting and enjoyment rights of any Owner for any period during which any assessment against his Lot remains unpaid, or for any infraction of the Association’s published rules and regulations.
C. The rights of the Association to dedicate or transfer all or any part of the Common Area to any public agency, authority, utility or other third party for such purposes.
Section 2. The right and easement of enjoyment granted to every Owner in Section One of this Article may be exercised by members of the Owner’s family and an Owner may delegate his rights of enjoyment in the Common Area to his tenants or contract purchasers who occupy the residence of the Owner within the Properties.
ARTICLE VII - Maintenance Charges
Section 1. Pursuant to the Declaration, each Member is deemed to covenant to pay to the Association: (1) annual assessments or other periodic charges, and (2) special assessments as approved by the Members. The annual and special assessments, together with such interest thereon and costs of collection thereof, as hereinafter provided, shall, to the extent permitted by law, be a continuing lien upon the Lot against which each such assessment is made to secure the payment of said assessments due and to become due. Each such assessment, together with such interest, costs and reasonable attorneys’ fees, shall also be the personal obligation of the person who is the Owner of such Lot at the time when the assessments fell due and shall not pass to his successors in title unless expressly assumed by them, which assumption shall not, however, relieve the Owner of his personal obligation in event of nonpayment.
Section 2. The assessments levied by the Association shall be used to provide funds for such purposes as are for the benefit of the Association and the Owners of Lots within the area overseen and administered by the Association which purposes may include maintenance, landscaping and beautification of the Common Areas. Funds may also be used to provide other services, to promote the health, safety and welfare of the residents of the community and in particular for the acquisition, improvement and maintenance of properties, services and facilities related to the use and enjoyment of the Common Area, including but not limited to the cost of repair, replacement and additions thereto; the cost of labor, equipment, materials, management and supervision thereof; the payment of taxes assessed against the Common Area; the procurement and maintenance of insurance; the employment of attorneys, accountants and other professionals to represent the Association when necessary or useful; the employment of security personnel to provide any service which is not readily available from any governmental authority; and such other needs as may arise.
Section 3. The maximum annual assessment shall be limited as provided in the Declaration.
Section 4. In addition to the annual assessments authorized above, the Association may levy at any time a special assessment as provided in the Declaration.
Section 5. The annual and special assessments, the date of commencement of annual assessments, and other matters relating to assessments are set forth in the Declaration.
ARTICLE VIII (Revised) - Board Of Directors
Section 1. Election of Directors. The Directors shall be elected by the membership at the annual meeting to be held on the third Saturday of July each year, in accordance with the terms hereinafter and subject to the provisions of Article VIII, Section 9 hereinafter. The official notification of the annual meeting shall contain a list of Members who have been nominated or have applied for election to the Board of Directors by written notification to any member of the Board of Directors at least 30 days prior to the date of the annual meeting.
Section 2. General Powers. The affairs of the corporation shall be managed by the Board of Directors, subject to instructions of the Members of the corporation at a regular meeting; provided, however, no real property of the Association shall be sold without the consent of 2/3 of the members of the Association. The Directors shall act only as a board, and the individual Directors shall have no power as such.
Section 3. Number. Tenure and Qualifications. The number of Directors shall be five (5). Each Director shall be a Member of the corporation and shall hold office for three (3) years and until his successor shall have been elected and qualified. Exceptions to the provision for three (3) year tenure shall be in the case of Directors elected in February 1998. Of these five (5) Directors, two (2) shall hold office for three (3) years, two (2) shall hold office for two (2) years and one (1) shall hold office for one (1) year. The determination of the respective terms shall be by lot. Any increase in the number of Directors shall be in units of two (2) and their initial terms shall be one (1) for two (2) years and one (1) for three (3) years with the determination to be by lot. Directors are eligible for re-election to office.
Section 4. Regular Meetings. The Board of Directors shall meet regularly at least one (1) time each year, at a time and place it shall select.
Section 5. Special Meetings. A special meeting of the Board of Directors may be called by or at the request of the President or any two (2) of the Directors.
Section 6. Notices. Notice of any special meeting of the Board of Directors shall be given at least ten (10) days prior thereto, by written notice delivered personally or sent by mail to each Director. Any Director may waive notice of any meeting.
Section 7. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn or reconvene the meeting from time to time, and without further notice.
Section 8. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws. The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Directors. Any action so approved shall have the same effect as though taken at a meeting.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by appointment by the Board of Directors. A Director appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in office.
Section 10. Removal from Office. Any Director may be removed from the Board, with or without cause, by a two-thirds majority vote of the Members of the Association.
Section 11. Compensation. Directors as such shall not receive any stated salaries for their services unless set by the request of the membership; but, by resolution of the Board of Directors, any Director may be reimbursed for his actual expenses incurred in the performance of his duties as Director; but, nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.
Section 12. Chairman. At all meetings of the Board of Directors, the President shall preside; or, in his absence, the Vice-President shall preside; or, in the absence of both, a Chairman chosen by the Directors present shall preside.
Section 13. Committees. The Board of Directors may, by resolution adopted by a majority thereof, designate one or more committees, each committee to include at least one Director as a member thereof. Committees may include but are not limited to Communication, Social, Pool, Beautification and Welcoming.
Section 14. Annual Report. The Board of Directors, after the close of the fiscal year, shall mail to the Members of the Association a report as to the condition of the Association and its Property and shall mail also an account of the financial transactions of the past year.
ARTICLE IX - Powers and Duties of the Board of Directors
Section 1. Powers. The Board of Directors shall have the power to:
A. Exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation or the Declaration.
B. Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors.
C. Enter into agreements with third parties to facilitate efficient operation of the Common Areas. It shall be the primary purpose of such agreements to provide for the administration, maintenance, repair, and operation of the Common Areas.
D. Employ a manager, an independent contractor or such other employees as the Board deems necessary, and to prescribe their duties, to carry out and accomplish the purposes of the Association.
E. Adopt and publish rules and regulations governing the use of the Common Areas and facilities located thereon, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof.
F. Secure Officers’ and Directors’ Liability Insurance covering the Officers and Directors of the Association at the expense of the Association.
Section 2. Duties. It shall be the duty of the Board of Directors to:
A. Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meetings of the Members or at any special meeting when such statement is requested in writing by one-fourth (1/4) of the Members of the Association.
B. Supervise all officers, agents and employees of this Association, and to see that their duties are properly performed.
C. Send written notice of each assessment to every Member at least thirty (30) days in advance of each annual or special assessment due date.
D. Issue, or cause an appropriate officer to issue, upon demand by any person, a receipt setting forth whether or not any assessment has been paid; a reasonable charge may be made by the Board for the issuance of these certificates and such certificates, if issued, shall be conclusive evidence of payment of any assessment therein stated to have been paid.
E. Cause the Common Areas to be maintained and procure and maintain adequate liability and hazard insurance on property owned by the Association.
ARTICLE X - Officers and Their Duties
Section 1. The officers of this Association shall be a President and one or more Vice Presidents, a Secretary, a Treasurer, and such other officers and assistant officers as the Board may from time to time deem necessary. Any two or more offices may be held by the same person, except the offices of President and Secretary and the offices of President and Vice President.
Section 2. The officers of the Association shall be elected or appointed annually by the Board of Directors, and each shall hold office for one (1) year unless he shall sooner die, resign, or be removed, or otherwise disqualified to serve. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may from time to time determine.
Section 3. Any officer may be removed from office by the Board with or without cause. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignations shall take effect on the date of receipt of such notice or any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4. A vacancy in any office may be filled in the manner prescribed for regular election or appointment. The officer elected or appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
Section 5. The duties of the officers are as follows:
The President shall be the chief executive officer of the corporation and shall perform such other duties as from time to time may be assigned to him by the Board; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, promissory notes, easements, maintenance agreements, deeds and other such similar documents; and shall, in general, perform all duties incident to the office of President.
The Vice President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members: keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the Members; keep appropriate current records showing the Members of the Association together with their addresses; and perform such other duties as required by the Board.
The Treasurer shall receive and deposit in appropriate bank accounts all moneys of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual accounting of the Association books to be made at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the Members
ARTICLE XI - Indemnification of Officers and Directors
The Association shall indemnify any and all persons who may serve or who have served at any time as directors or officers of the Association against any and all expenses, including amounts paid upon judgments, counsel fees and amounts pain in settlement (before or after suit is commenced), actually and necessarily incurred by such persons in connection with the defense or settlement of any claim, action, suit or proceeding in which they, or any of them, are made parties, or a party, which may be asserted against them or any of them, by reason of being or having been directors or officers or a director or an officer of the Association, except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in any action, suit, or proceeding guilty of willful and intentional negligence or misconduct in the performance of his duties to the Association Provided, however, that in the event of a settlement, the indemnification herein shall apply only when the Board of Directors approves such settlement; and reimbursement as being in the best interest of the Association
The provisions hereof shall be in addition to any not exclusive of any and all other rights to which any director or officer may otherwise be entitled under any law, bylaw, agreement, vote of Association Members or otherwise. In the event of death of the officer or director, the provisions hereof shall extend to his legal heirs, representatives, successors and assigns. The foregoing rights shall be available whether or not such person or persons were in fact directors or officers at the time of incurring or becoming subject to such expenses, and whether or not the proceeding, claim, suit or action is based on matters which antedate the adoption of this Bylaw.
The invalidity or unenforceability of any provision of this Bylaw shall not affect the validity or enforceability of any other provision hereof
ARTICLE XII - Corporate Seal
A corporate seal shall have engraved thereon the following:
Lookout Point Owners’ Association, Inc.
A Non-profit Corporation
S E A L
It shall remain in the custody o£ the Secretary and shall be by him affixed to all documents requiring the corporate seal for complete execution. An impression of the corporate seal is directed to be affixed to these Bylaws.
ARTICLE XIII - Books and Records
The books, records and papers of the Association shall at all times be subject to inspection by any Member during reasonable business hours. The Declaration, the Articles of Incorporation, and the Bylaws of the Association shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at reasonable cost.
ARTICLE XIV - Fiscal Year
The fiscal year of the Association shall begin on the first day of July and end on the thirtieth day of June of every year.
ARTICLE XV - Notice
Any notice required to be given by these Bylaws may be waived by the person entitled thereto before or after the time stated therein. Unless otherwise provided, whenever a notice shall be required by these Bylaws, such notice shall be given in writing, and addressed to the person entitled thereto at his address as the same appears on the books of the Association, the time when such notice is mailed being deemed the time of the giving of such notice.
ARTICLE XVI - Amendments
These Bylaws may be amended by a vote of a two-thirds majority of the member-ship voting and shall be by a written ballot sent to all members. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case o£ any conflict between the Declaration and these Bylaws, the Declaration shall control.
ARTICLE XVII - Committees
An Architectural Committee shall be appointed in the manner provided in the Declaration. At any meeting of Members, other committees may be established for purposes consistent with the Declaration and these Bylaws.
ARTICLE XVIII - Assets: Purpose
No part of the income of the Association shall inure to the benefit of any officer, director or Member of the Association; and upon the dissolution of the Association, the assets thereof shall, after all its liabilities and obligations have been discharged or adequate provisions made therefor, be distributed or conveyed to any association or associations organized for purposes similar to that of the Association, or to a government entity for maintenance.
Two AMENDMENTS (recommended by the Board) were voted upon and approved
by residents in October 1998. (Instructions advised to send the ballots
to Susan Hambright or Bob Yount by October 15th.) Specifically, the vote
1. Removal of reference to Martin Development and reassigning governing powers to the Association,
2. Granting the Carr's residence on Leeward Lane rights and privileges to Lookout Point amenities.
According to a document entitled “Community Update” dated November 1998 signed by Robert Yount, "the proposed supplements to the Covenants were approved by two-thirds of the members and will be recorded."
TWO DOCUMENTS RECORDED IN THE MECKLENBURG COUNTY
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