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BY-LAWS
OF
WILLOW GREEN HOMES ASSOCIATION
ARTICLE I
NAME AND
LOCATION. The name of the corporation
is WILLOW GREEN HOMES ASSOCIATION, hereinafter referred to as the
"Association". The principle
office of the corporation shall be located at 1066 Willow Green Drive, Newport
News, Virginia, but meetings of members and directors may be held at such
places within the State of Virginia, City of Newport News as may be designated
by the Board of Directors.
ARTICLE II
Section 1.
"Association" shall mean and refer to Willow Green Homes Association,
its successors and assigns.
Section 2. "Properties" shall mean and refer
to that certain real property described in the Declaration of Covenants,
Conditions and Restrictions, and such additions thereto as may hereinafter be
brought within the jurisdiction of the Association.
Section 3Section 4. "Lot" shall mean and refer to any
plot of land shown upon any recorded subdivision map of the Properties with the
exception of the Common Area.
Section 5. "Owner" shall mean and refer to
the record owner, whether one or more persons or entities, of the fee simple
title to any lot which is a part of the Properties, including contract sellers,
but excluding those having such interest merely as security for the purpose of
development.
Section 6. "Declarant" shall mean and refer
to LAND Concepts, INC., its successors and assigns if such successors or
assigns should acquire more than one undeveloped Lot from the Declarant for the
purpose of development.
Section 7. "Declaration" shall mean and refer
to the Declaration of Covenants, Conditions and Restrictions applicable to the
Properties recorded in the Office of the Clerk of the Circuit Court (formerly
Hustings Court) for the City of Newport News.
Section 8. "Member" shall mean and refer to
those persons entitled to membership as provided in the Declaration.
ARTICLE III
Section 1. Annual Meetings. The first annual meeting of the members
shall be held within one year from the date of incorporation of the
Association, and each subsequent regular annual meeting of the members shall be
held on the first Thursday following the third day of January of each year
thereafter, at the hour of 8:00 P.M. o'clock.
If the day for 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.
Section 2. Special Meetings. Special meetings of the members may be
called at any time be the president or by the Board of Directors, or upon
written request of the members who are entitled to vote, one-fourth (1/4) of
all of the votes of the membership.
Section 3. Notice of Meetings. Written notice of each meeting of the
members shall be given bye, or at the direction of, the secretary or person
authorized to call the meeting, by mailing a copy of such notice, postage
prepaid, at least 15 days before such meeting to each member entitled to vote
thereat, addressed to the member's address last appearing of the books of the
Association, or supplied the such member to the Association for the purpose of
the meeting.
Section 4. Quorum. The presence at the meeting of one-third of the members entitled
to vote, or of proxies entitled to be cast, shall constitute a quorum for any
action except as otherwise provided in the Articles of Incorporation, the
Declaration, or these By-Laws. If,
however, such quorum shall not be present or represented at any meeting, the
member entitled to vote thereat shall have 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.
Section 5. Proxies. At all meeting of members, each member may vote in person or be
proxy. Every proxy shall be revocable
and shall automatically cease upon conveyance by the member of his Lot.
ARTICLE IV
BOARD OF
DIRECTORS: SELECTION: TERM OF OFFICE
Section 1. Number. The affairs of this Association shall be managed by a Board of
nine (9) Directors, who must be members of the Association.
Section 2. Term of Office. At the first annual meeting, the members
shall elect three (3) directors for a term of two (2) years and three (3)
directors for a term of three (3) years; and at each annual meeting thereafter
the members shall elect three (3) directors for a term of three (3) years.
Section 3. Removal. Any director may be removed from the Board, with or without
cause, by a majority vote of the members of the Association. In the event of death, resignation or
removal of a director, his successor shall be selected by the remaining members
of the Board and shall serve for the unexpired term of his predecessor.
Section 4. Compensation. No director shall receive compensation for
any service he may render to the Association.
However, any director may be reimbursed for his actual expenses incurred
in the performance of his duties.
Section 5. Action Taken Without a Meeting. 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 two-thirds of all the directors. Any action so approved shall have the same
effect as though taken at a meeting of the directors.
ARTICLE V
NOMINATION
AND ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for election to the Board of Directors shall be made
by a Nominating Committee. Nominations
may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a
Chairman, who shall be a member of the Board of Directors, and two or more
members of the Association. The
Nominating Committee shall be appointed by the Board of Directors at least ninety
(90) days prior to each annual meeting of the members, to serve until the close
of such annual meeting. The Nominating
Committee shall make as many nominations for election to the Board of Directors
as it shall, in its discretion, determine, but not less than the number of
vacancies that are to be filled.
Section 2. Election. Election to the Board of Directors shall be by secret written
ballot. As such election the members or
their proxies may cast, in respect to each vacancy, as many votes as they are
entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of
votes shall be elected. Cumulative
voting is not permitted.
ARTICLE VI
MEETING OF
DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board of Directors
shall be held monthly, at such place and hour as may be fixed from time to time
by resolution of the Board. Should said
meeting fall upon a legal holiday, then that meeting shall be held at the same
time on the next day which is not a legal holiday.
Section 2. Special Meetings. Special meetings of the Board of Directors
shall be held when called by the President of the Association, or by any two
directors, after not less than three(3) days' notice to each director.
Section 3. Quorum. A majority of the number of directors shall constitute a quorum
for the transaction of business. Every
act or decision done or made by a majority of the directors present at a duly
held meeting at which a quorum is present shall be regarded as the act of the
Board.
ARTICLE VII
POWERS AND
DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors shall have the power to:
(a) adopt and
publish rules and regulations and enforce the same governing the use of
the Common Area and facilities, make alterations and improvements in the
residential units which have deteriorated to such an extent that a majority of
the Board of Directors deems alterations and/or improvements necessary, and
establish assessments and enforce collection thereof, including penalties,
subject to approval of members as set forth in covenants and amendments
attached thereto, and including the requiring of owner to paint or pay for the
painting of their property at such time and in such manner, including color, as
may be determined by the Board, and the personal conduct of the members
and their guests thereon,, and to establish penalties for the
infraction thereof.
(b) suspend the
voting rights and right to use of the recreational facilities of a member
during any period in which such member shall be in default in the payment of
any assessment levied by the Association or in violation of any rules or
regulations promulgated by the Board.
Such rights may also be suspended after notice and hearing for a period
not to exceed sixty (60) days from the termination of infractions
of published rules and regulations as hereinafter set forth in these by-laws
or in the Declarations of Covenants, Conditions, and Restrictions, or any
amendments thereto.;
(c) levy a penalty charge if paragraph (b) above has not resulted in corrective action or is not deemed appropriate in the event of certain infractions or the covenants or rules of Willow Green.
(1) In case an
owner, member or tenant repeats an offense for which he, or members of his
household have previously been cited by a written complaint processed by a
committee appointed by the board, the chairman of that committee, or his
representative, may refer the complaint to the Board for action.
(2) Notification to
an owner, member or tenant of an infraction of the covenants and/or rules shall
be in writing sent by prepaid mail or hand delivered. If the infraction persists or reoccurs
within ten (10) days after such notification, a fine shall be imposed by
majority vote of Board members present at the meeting addressing the issue. The owner, member or tenant against about
whom the complaint has been filed shall be invited to appear before the Board
to discuss the complaint. The
invitation shall be included in the notice of infraction discussed above.
(3) If a fine is
levied, the amount of the fine will be determined by the Board. No fine shall exceed $25 $15
for a first offense or $50 $30 for a second offense for the
same violation. The fines for
various infractions shall be set forth in the covenants or amendments thereto. The owner, member or tenant will be notified
of the fine by certified mail and payment shall be made within thirty (30) days
from the hearing date. Fines not paid
within thirty (30) days shall be treated in accordance with the provisions of
Article XI of these by-laws.
(d) exercise for the Association all
powers, duties and authority vested in or delegated to this Association and not
reserved to the membership by provisions of these By-Laws, the Articles of
Incorporation, or the Declaration;
(e) 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; and
(f) employ an independent contractor,
or such other employees as they deem necessary, and to prescribe their duties.
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 meeting;
(b) supervise all officers, agents, and employees of this
Association and to see that their duties are properly performed;
(c) as more fully provided in the Declaration, to:
(1) fix the amount of the annual assessment against each
Lot at least thirty (30) days in advance of each annual assessment period;
(2) send written notice of each assessment to every Owner
subject thereto at least thirty (30) days in advance of each annual assessment
period; and
(3) foreclose the lien against any property for which assessments
are not paid after due date or to bring an action at law against the Owner
personally obligated to pay the same
(d) issue, or cause to an appropriate officer to issue,
upon demand by any person, a certificate 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. If a certificate states an assessment has
been paid, such certificate shall be conclusive evidence of such payment;
(e) procure and maintain adequate liability and hazard
insurance on property owned by the Association;
(f) cause all officers or employees having fiscal
responsibilities to be bonded, as it may deem appropriate; and
(g)
cause the Common Area to be maintained.
ARTICLE VIII
OFFICERS
AND THEIR DUTIES
Section 1. Enumeration of Officers. The officers of this Association shall be a
president and a vice president, a secretary and a treasurer, and such other
officers as the Board may from time to time by resolution create.
Section 2. Election of Officers. The election of officers shall take place at
the first meeting of the Board of Directors following each annual meeting of
the members.
Section 3. Term. The officers of this Association shall be elected annually by the
Board and each shall hold office for one (1) year unless he shall sooner
resign, or shall be removed or otherwise disqualified to serve.
Section 4. Special Appointments. 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 for
time to time determine.
Section 5. Resignation and Removal. Any officer may be removed from office with
or without cause by the Board. Any
officer may resign at any time by giving written notice to the Board, the
president or the secretary. Such
resignation shall take effect on the date of receipt of such notice or at any
later time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled by appointment by the
Board. The officer appointed to such
vacancy shall serve for the remainder of the term of the officer he replaces.
Section 7. Multiple Offices. The offices of secretary and treasurer may
be held by the same person. No person
shall simultaneously hold more than one of any of the other offices except in
the case of special offices created pursuant to Section 4 of this Article.
Section 8. Duties. The duties of the officers are as follows:
(a) President.
The president shall preside at all meetings of the Board of Directors;
shall see that orders and resolutions of the Association and Board are
carried out; shall sign all leases, mortgages, deeds and other written
instruments and shall co-sign all promissory notes.
(b) Vice-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.
(c) Secretary.
The secretary shall record the votes and keep the minutes of all
meetings and proceedings of the Association and 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 shall perform such other duties as required
by the Board.
(d) Treasurer.
The treasurer shall receive and deposit in appropriate bank accounts all
monies 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 audit
of the Association books to be made by a public accountant at the completion of
each fiscal year; and shall prepare an annual budget and a statement of income
and expenditures to be represented to the membership at its regular annual
meeting, and deliver a copy of each to the members.
ARTICLE IX
COMMITTEES
The Association
shall appoint an Architectural Control Committee, as provided in the
Declaration, and a Nominating Committee as provided in these By-Laws. In addition, the Board of Directors shall
appoint other committees as deemed appropriate in carrying out its purpose.
ARTICLE X
BOOKS
AND RECORDS
The books, records,
and papers of the Association shall at all times, during reasonable business
hours, be subject to inspection by any member.
The Declaration, the Articles of Incorporation and the By-Laws of the
Association shall be available for inspection by any member at the principle
office of the Association, where copies may be purchased at a reasonable cost.
ARTICLE XI
ASSESSMENTS
AND FINES
As more fully provided in the Declaration, each member is
obligated to pay to the Association annual, special and penalty assessments
which, if not paid, are hereby declared to be a lien are secured by a
continuing lien upon the property against which the assessment is
made. If any unpaid assessment not paid
within thirty (30) days from the due date, the assessment shall bear interest
from the date of delinquency at the rate of eight (8%) percent per annum, and
the Association may bring action at law against the Owner personally obligated
to pay the same or foreclose the lien against the property, and interest, costs
and reasonable attorney's fees of any such action shall be added to the amount
of each assessment. Any assessment
not paid within thirty (30) days from the due date shall have an added fee of
$25. The fee shall be added to the
basic assessment for interest accrual.
No Owner may waive or otherwise escape liability for the assessments
provided for herein by non-use of the Common Areas or abandonment of his
Lot. Any assessment (or fee) not
paid by sixty (60) days from the original due date shall result in a lien
against the home owner who is delinquent.
ARTICLE XII
CORPORATE SEAL
The Association shall have a seal in circular form having
within its circumference the words: Willow Green Homes Association, a Virginia
corporation.
ARTICLE XIII
AMENDMENTS
Section 1. These By-Laws may be amended, at a regular
or special meeting of the members, by a vote of a majority of a quorum of
members present in person or by proxy.
Section 2. In the case of any conflict between the
Articles of Incorporation of these By-Laws, the Articles shall control; and in the
case of any conflict between the Declaration and these By-Laws, the Declaration
shall control.
ARTICLE XIV
MISCELLANEOUS
The fiscal year of the Association shall begin on the
first day of January, and end on the 31st day of December of every
year; except that the first fiscal year shall begin on the date of
incorporation.