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HomeMy WebLinkAbout17-05 Comment 2Revised 1/11/92; Authorized byL'Surt Order 8/12/97 BYLAWS ARTICLE I ARTICLE II ARTICLE III MEMBERSHIP TIMBER RIDGE FARMS ASSOCIATION, INC. Page 1 of 8 The name of this Association shall be Timber Ridge Farms Association, Inc., herein called the 'Association.' The principle office of the Association shall be the residence of the current Association President. The mailing address of the Association shall be P.O. Box 301, Cross Junction, Virginia, 22625. A. Every person or entity who is or becomes a record owner of a fee oriundivided fee interest in any lot which is subject to the Deeds of Dedication of Timber Ridge Farms Subdivision, as amended, shall be a member of the Association and by the acceptance of their deeds, agrees and does hereby become a member. B. Ownership of more than one lot shall entitle the owner to all the rights and privileges of membership and shall subject such owner to all the liabilities and duties attendant upon ownership of each lot separately, including the payment of assessments or dues, provided however, that the Association may issue a single certificate or other evidence of membership relating to all lots owned by a member, and provided further that the owner of more than one lot shall be considered a single member. C. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation, nor trustees under any instrument securing such an obligation. A lot shall not have more than one membership, but the single membership shall be shared by all owners of the lot. Membership shall be appurtenant to and may not be separated from ownership of any lot which is subject to said Deeds of Dedication. D. Members shall be entitled to use and enjoy all common properties and facilities as provided in the Deeds of Dedication of Timber Ridge Farms Subdivision. Such rights and privileges may also be exercised by member's family. In addition, members shall be entitled to have guests periodically provided for by the Association. Tenants renting from members shall be entitled to use the common properties and facilities. E. The use and enjoyment of such common properties and facilities other than the privilege of using roads within the subdivision to get to and from the member's property may be suspended for failure to pay all dues and assessments or upon violation of any rules and regulations adopted by the Association which, in the discretion of the Board of Directors of the Association, warrant such action. 1 Printed 4/28/2005 Revised 1/11/92; Authorized by LLurt Order 8 /12/97 F. A member shall have no 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. G. Each member shall be entitled to a certificate or card of membership certifying to his membership, which shall be signed by the President of the Association. Such certificate shall be subject to the bylaws then made and which thereafter be made and such bylaws shall be considered as, and shall be, an essential part of the contract between the Association and the member holding such certificate. No membership or certificate of membership may be sold, assigned or transferred, voluntarily or by will or by operation of law. H. Membership shall automatically terminate upon the sale or conveyance of one's ownership interest. The person whose membership interest is terminated will no longer be permitted to vote and hold office as a director or officer. ARTICLE IV VOTING Members shall be those lot owners within Timber Ridge Farms with the exception of Timber Ridge Farms of Virginia, Inc., its successors or assigns. Members shal be entitled to one vote for each lot in which they hold an interest. When more than one person holds such an interest in any lot, the vote for such lot shall be exercised as they, among themselves determine, but in no event shall more than one vote be cast with respect to any such lot. ARTICLE V ASSESSMENTS Page 2 of8 A. Annual Assessment. The annual assessment shall be as set by the Board of Directors from time to time, which said fee shall be used for maintenance of roads within the subdivision and the other common areas and any insurance required thereon and for doing other things necessary and desirable in the opinion of the Board of Directors to keep the property neat and in good order and which might be of general benefit to the owners and occupants of land included in the subdivision, all of which is referred to in the Deeds of Dedication of Timber Ridge Farms Subdivision. 1. The annual assessment shall be due and payable at the principal office of the Association or such other place as designated by the Board of Directors on or before January 31 of each year. 2. One (1) assessment shall be made for each lot owned by a member within the subdivision except that no fee shall be assessed against lots owned by Timber Ridge Farms of Virginia, Inc., its successors and assigns. 3. The annual assessment may be adjusted or reduced from year to year by the Board of Directors as the needs of the property, in its judgment, may require. 2 Printed 4/28/2005 Revised 1/11/92; Authorized by 10 rt Order 8/12/97 B. Upon demand, the Association shall furnish to any owner or mortgagee or person interested a certificate showing the unpaid assessments against any lot or lots. The Association may, in its discretion, subordinate in writing, for limited periods of time, the liens of the Association against any lot or lots for the benefit or better security of a mortgagee. ARTICLE VI MEMBERSHIP MEETINGS A. Annual Meeting. There shall be an annual meeting of the Association in September of each year unless otherwise ordered by the Board of Directors, for election of officers, receiving the reports and the transactions of other business. Notice of such meetings, issued by the secretary, shall be mailed to the last recorded address of each member at least thirty (30) days before the time appointed for the meeting. B. Special Meetings. Special meetings of the Association and its membership may be held at any time upon call after a resolution by the majority of the Board of Directors to do so or upon call of the president. Notice shall be given as with annual meetings and any business may be transacted that could be transacted at an annual meeting. C. Quorum. At any meeting of the members, a quorum shall consist of members representing a majority of the votes entitled to be cast by members either in person or by proxy, and a majority and amount of each quorum shall decide any question that may come before the meeting. D. Proxies. Every person entitled to vote in a meeting of the membership, regular or special, may appear, vote and exercise any other rights pertinent to his or her membership either in person or by duly authorized agent or agents appointed by a proxy duly executed and filed with the secretary of the Association. The Board of Directors shall establish procedures and rules for the use of proxies and notify members thereof at least thirty (30) days before the time appointed for the meeting. ARTICLE VII BOARD OF DIRECTORS Page 3 of 8 A. Board of Directors. The Board of Directors shall be responsible for the administration of the Association and for the election of officers. B. Members. Any member of the Association whose dues and assessments are paid on the date of an election shall be eligible to be elected to the Board of Directors. The Board of Directors shall contain seven (7) members. C. Election. The incumbent Board of Directors will receive nominations for the office of director at any time before the voting has commenced at an annual meeting or special meeting. To be nominated to the Board of Directors, a member must be proposed in writing. Votes for 3 Printed 4/28/2005 Revised 1/11/92; Authorized beurt Order 8/12/97 director shall be cast at the annual meeting or at a special meeting. The candidate elected shall be elected by a plurality of votes cast. D. Terms. Directors shall hold office for a period of two (2) years except that three directors elected at the first meeting of the Association shall serve an initial term of one (1) year. The Board of Directors shall designate those directors whose terms are initially for one year. Directors shall be eligible for reelection provided that they meet eligibility requirements contained in these bylaws. A term shall commence upon election and expire upon the election of the successor. E. Meetings. Regular meetings of the Board of Directors will be held every three (3) months at the call of the president. Special meetings of the Board of Directors may be called at any time and place designated and notice thereof given at least ten (10) days in advance by the secretary. F. Quorum. A majority of the number of directors fixed by the bylaws of this Association shall constitute a quorum at any duly called meeting and a majority vote of those members present shall be required to conduct business before any such meeting. G. Absence of Members. The Board of Directors may, following the absence of a board member for three (3) consecutive meetings, which absence has not been explained satisfactorily to a majority of the members of the board then present, remove such director from office and appoint a director to fill the unexpired term. H. Election of Officers. The Board of Directors shall elect those officers as set forth in these bylaws and shall fill those vacancies in office as from time to time is required by resignation, death, and termination of membership interest. The election of the officers shall take place annually at the first Board of Directors meeting following the regular annual membership meeting. ARTICLE VIII POWERS AND DUTIES OF DIRECTORS A. The business and affairs of the Association shall be managed by its Board of Directors. The Directors shall in all cases act as a Board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Association as they deem proper, consistent with these bylaws and the laws of the State of Virginia. B. The Board of Directors shall have power: 4 Page 4 of 8 1. To call special meetings of the members whenever it deems necessary and it shall call a meeting at any time upon written request of twenty percent (20 of the voting membership. 2. To appoint and remove at pleasure all officers, agents and employees of the Association, prescribe their duties, fix the compensation and require them such security or fidelity bond as it may deem expedient. Nothing contained in these bylaws be Printed 4/28/2005 Revised 1/11/92; Authorized byL'6urt Order 8/12/97 Page 5 of 8 construed to prohibit the employment of any member, officer or director of the Association in any capacity whatsoever. 3. To establish, levy and assess, and collect the assessments or charges referred to in Article V. 4. To adopt and publish rules and regulations goveming the use of common properties and facilities and the personal conduct of the members and their guests thereon. 5. To exercise for the Association all powers, duties and authority vested in or delegated to this Association, except those reserved to the meeting or to the members in the covenants. C. It shall be the duty of the Board of Directors: 1. To cause to be kept a complete record of all of its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members or at any special meeting when such is requested in writing by twenty percent (20 of the voting membership, as provided in Article VIII, B1. 2. To supervise all officers agents and employees of this Association and to see that their duties are properly performed. 3. To fix the amount of the assessment against each lot for each assessment period at least thirty (30) days in advance of such date or period and, at the same time (a) prepare a roster of the lots and assessment applicable thereto which shall be kept in the office of the Association and shall be open to inspection by any member and, at the same time (b) send written notice of each assessment to every owner subject thereto. D. To issue, or cause an appropriate officer to issue, upon demand, any person a certificate setting forth whether any assessment has been paid. Such certificate shall be conclusive evidence of any assessment therein stated to have been paid. E. To approve an annual budget for the receipt and expenditure of funds of the Association. ARTICLE IX OFFICERS A. Elective Officers. The elective officers of the Association shall be president, vice president, secretary and treasurer. Any number of offices may be held by one person. The officers shall be elected annually by the Board of Directors. The officers shall be elected by a majority vote of the Board of Directors of those cast. B. Vacancies. The Board of Directors shall fill any vacancies from time to time as they occur by majority vote of the Board of Directors of votes cast. 5 Printed 4/28/2005 Revised 1/11/92; Authorized Burt Onler 8/12/97 F. Secretary. It shall be the duty of the secretary: 2. To conduct correspondence and to carry into execution all resolutions not otherwise committed. ARTICLE X COMMITTEES Page 6 of 8 C. President. The president shall be the chief officer of the Association and shall be present at meetings of the Association and of the Board of Directors. The administration and management of the Association shall be vested in the president. He shall communicate to the Association such matters and make such suggestions as may, in his opinion, tend to promote the welfare and increase the usefulness of the Association and he shall have the authority to sign checks and disburse money in the Association when authorized to do so by the Board of Directors. D. Vice President. The vice president shall perform all duties of the president during the absence of the president. E. Treasurer. The treasurer shall keep an account of all monies received and expended for use of the Association and shall make disbursements as authorized. All sums received by the treasurer shall be deposited in the bank or banks approved by the Board of Directors and the treasurer shall make a report at the annual meeting. At the expiration of the term of the treasurer's office, the treasurer shall deliver to his successor all books, money and other property of the Association. 1. To give notice of and attend all meetings of the Association and to make provision for keeping of a record of the proceedings. rders, votes and 3. To keep a list of the members of the Association. 4. To establish machinery for the collection of dues and assessments and their payment to the treasurer. 5. To keep records of any agent retained by the Association and take charge of and supervise the performance of their duties; and 6. To prepare, with the concurrence of the treasurer, an annual report of the transactions and conditions of the Association, and generally to devote his or her best interest to the Association. A. The Standing Committees of the Association shall be: the Nomination Committee, the Recreation Committee, the Maintenance Committee, the Publicity Committee and the Audit Committee. Unless otherwise provided herein, each committee shall consist of a chairman and two or more members and shall include a member of the Board of Directors for Board contact. The committees shall be appointed by the Board of Directors subsequent to each annual S 1 rc meeting to serve from the close of such annual meeting until the close of the next annual 6 Printed 4/28/2005 Revised 1/11/92; Authorized 1,; urt Order 8/12/97 V II, C. Page 7 of 8 meeting and such appointment shall be announced at each annual meeting. The Board of Directors may appoint such other committees as it deems desirable. B. The Nomination Committee shall have the duties and functions described in Article C. The Recreation Committee shall advise the Board of Directors on all matters pertaining to the recreational program and activities of the Association and shall perform all other functions as the Board, in its discretion, determines. D. The Maintenance Committee shall advise the Board of Directors on all matters pertaining to the maintenance, repair or improvement of the common properties and facilities of the Association, and shall perform such other functions as the Board, in its discretion, determines. E. The Publicity Committee shall inform the members of all activities and functions of the Association and shall, after consulting with the Board of Directors, make such public release and announcements as are in the best interest of the Association. F. The Audit Committee shall supervise the annual audit of the Association's books and prepare the annual budget and balance sheet statement for approval by the Board of Directors. The treasurer shall be an ex- officio member of the committee. G. With the exception of the Nominating Committee, each committee shall have power to appoint a subcommittee from among its membership and may delegate to any such subcommittee any of its power, duties and functions. H. It shall be the duty of each committee to receive complaints from members on any matter involving Association functions, duties and activities within its field of responsibility. It shall dispose of such complaints as it deems appropriate or refer them to such other committee, director or officer of the Association as is further concerned with the matters presented. ARTICLE XI AMENDMENTS These bylaws may be amended, repealed or altered, in whole or part, by a two-thirds (2/3) majority of the membership assenting. ARTICLE XII LIABILITIES y AI Nothing herein shall constitute members herein as partners for any purpose. No member, director, officer, agent or employee shall be liable for the acts or failure to act of any member, director, officer, agent or employee of the Association, nor shall any member, director, officer, agent, or employee be liable for his acts or failure to act under these bylaws excepting only acts or omissions arising out of his willful acts. 7 Printed 4/28/2005 Revised 1/11/92; Authorized by Order 8/12/97 ARTICLE XIII DISSOLUTION Page 8 of 8 The Association may be dissolved by the vote of more than two- thirds (2/3) of its members. In the event of dissolution, the property of the Association shall be distributed as is consonant with the purposes of the Association and no personal property will be had by any member thereby. cuus t S YAt,1 8 Printed 4/28/2005